--- schema_version: "secwatch.filing_event.v1" accession: "0001307748-23-000086" form_type: "8-K" ticker: "IVT" cik: "0001307748" company_name: "InvenTrust Properties Corp." filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T12:26:30.112958+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # InvenTrust stockholders approve charter amendment, elect all nine directors ## Summary - Charter amendment filed to grant board and stockholders concurrent bylaw amendment power; amended bylaws include universal proxy rules. - Stockholders elected all nine director nominees (Aitken, Black, Busch, Glavin, Nelson, Saban, Shah, Stein, Whitehurst) with for votes ranging from 33.3M to 34.5M. - Ratified KPMG as auditor for FY2023 (44.5M for, 0.9M against); approved say-on-pay (33.0M for) and one-year frequency for future votes. - Approved 2023 Employee Stock Purchase Plan (34.5M for) and charter amendment (34.7M for). ## SEC filing metadata - accession: 0001307748-23-000086 - form_type: 8-K - ticker: IVT - cik: 0001307748 - company_name: InvenTrust Properties Corp. - filed_at: 2023-05-08T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/ivtp-20230504.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001307748-23-000086 - JSON: https://secwatch.observer/filing/0001307748-23-000086.json - Plain text: https://secwatch.observer/filing/0001307748-23-000086.txt ## Key facts - Governance Changes InvenTrust Properties Corp.: Filed Articles of Amendment to the charter to provide the board of directors and stockholders with concurrent power to amend the bylaws (effective 2023-05-05). - Change: charter amendment - Effective: 2023-05-05 source text: On May 5, 2023, following approval by the stockholders of InvenTrust Properties Corp. (the “Company”) at the Annual Meeting (as defined below), the Company filed Articles of Amendment to the Company’s charter (the “Charter Amendment”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in order to provide the board of directors of the Company (the “Board”) and stockholders with the concurrent power to amend the Company’s bylaws. The Charter Amendment became effective upon filing. evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Governance Changes InvenTrust Properties Corp.: Amended and restated bylaws to address universal proxy rules, provide concurrent power to amend bylaws, restrict opt-in to Maryland Business Combination Act or Control Share Acquisition Act without stockholder approval, and add nominee certification and disclosure update requirements (effective 2023-05-05). - Change: bylaw amendment - Effective: 2023-05-05 source text: Effective upon the filing and acceptance of the Charter Amendment by SDAT and acting upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved and adopted an amendment and restatement of the Company’s Third Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”). The amendments address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees, unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board. The amendments also provide the Board and stockholders with the concurrent power t evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Advisory approval of compensation of named executive officers (say-on-pay) at the 2023-05-04 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-04 source text: The final results for the approval of Proposal 3 were as follows: For Against Abstain Broker Non-Votes 33,033,022 1,897,834 366,595 10,408,275 evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Approving an amendment of our charter to provide stockholders with concurrent power to amend bylaws at the 2023-05-04 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-04 source text: The final results for the approval of Proposal 6 were as follows: For Against Abstain Broker Non-Votes 34,674,950 424,273 198,228 10,408,275 evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Advisory vote on frequency of future say-on-pay votes (one-year) at the 2023-05-04 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-04 source text: The final results for the approval of Proposal 4 were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 33,764,924 127,627 1,030,335 374,565 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Ratifying the selection of KPMG LLP as independent registered public accounting firm for 2023 at the 2023-05-04 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-04 source text: The final results for the approval of Proposal 2 were as follows: For Against Abstain Broker Non-Votes 44,516,647 944,251 244,828 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Approving the InvenTrust Properties Corp. 2023 Employee Stock Purchase Plan at the 2023-05-04 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-04 source text: The final results for the approval of Proposal 5 were as follows: For Against Abstain Broker Non-Votes 34,460,950 594,445 242,104 10,408,275 evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm - Shareholder Votes InvenTrust Properties Corp. shareholders approved Election of nine nominees to serve as directors at the 2023-05-04 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-04 source text: The final results of the election of directors were as follows: Nominee For Withhold Broker Non-Votes Stuart Aitken 34,245,203 1,052,248 10,408,275 Amanda Black 34,495,376 802,075 10,408,275 Daniel J. Busch 34,473,334 824,117 10,408,275 Thomas F. Glavin 33,270,757 2,026,694 10,408,275 Scott A. Nelson 34,475,057 822,394 10,408,275 Paula J. Saban 33,753,726 1,543,725 10,408,275 Smita N. Shah 34,469,286 828,165 10,408,275 Michael A. Stein 34,406,432 891,019 10,408,275 Julian E. Whitehurst 34,471,490 825,961 10,408,275 evidence_url: https://www.sec.gov/Archives/edgar/data/1307748/000130774823000086/0001307748-23-000086-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.