irt-defa14a_20220513.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

INDEPENDENCE REALTY TRUST, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

INDEPENDENCE REALTY TRUST, INC.

To Be Held On

Wednesday, May 18, 2022 at 9:00 a.m. EDT

1835 Market Street, Suite 1720, Philadelphia, PA 19103


COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

This stockholder meeting notice and communiation presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before May 6, 2022.

Please visit http://www.astproxyportal.com/ast/18286/, where the following materials are available for view:

•

Notice of Annual Meeting of Stockholders

•

Proxy Statement

•

Form of Electronic Proxy Card

•

Annual Report

TO REQUEST MATERIAL:TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for International callers)

E-MAIL: info@astfinancial.com

WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials


TO VOTE:		ONLINE: To access your proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM EDT the day before the meeting date.
		IN PERSON: You may vote your shares in person by attending the Annual Meeting at the location shown above. For directions to the Annual Stockholder Meeting, you may contact IRT’s Investor Relations at (212) 277-4322.
		MAIL: You may request a card by following the instructions above.

The purpose of the meeting is to consider and act on the following:


	1.ELECTION OF DIRECTORS
	Scott F. Schaeffer Stephen R. Bowie
	Ned W. Brines Richard D. Gebert Melinda H. McClure Ella S. Neyland Thomas H. Purcell Ana Marie del Rio DeForest B. Soaries, Jr. Lisa Washington
	2.The Board of Directors recommends: a vote FOR ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. 3.The Board of Directors recommends: a vote FOR the advisory, non-binding vote to approve the Company’s executive compensation.
	4.The Board of Directors recommends: a vote FOR the adoption of the Company’s 2022 Long Term Incentive Plan.
Please note that you cannot use this notice to vote by mail.	5.To vote and otherwise represent the undersigned on such other business as may properly come before the annual meeting or any postponement(s) or adjournment(s) thereof in the discretion of the proxy holder.