InvenTrust Properties Corp
For the period ended May 7, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| 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 |
INVENTRUST PROPERTIES CORP.
(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 all boxes that apply):
| ☒ | 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. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Fellow Stockholder:
We are pleased to invite you to attend the Annual Meeting of stockholders of InvenTrust Properties Corp., a Maryland corporation (“InvenTrust”), on May 7, 2024 at 9:00 a.m. Central Time. Our Annual Meeting will be a “virtual meeting” of stockholders held exclusively online via live webcast. You will be able to attend the virtual Annual Meeting of stockholders online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/IVT2024**.**
We are excited to embrace the latest technology to provide expanded access to and improved communication for our stockholders. We believe that hosting a virtual meeting will enable greater stockholder attendance and safety, allowing participation from any location around the world and providing cost savings for our stockholders and InvenTrust.
At our Annual meeting, we will ask you to consider and vote upon:
| 1. | A proposal to elect nine directors to serve until the next Annual Meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | A proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | A proposal to approve, on a non-binding advisory basis, a resolution approving the compensation of our named executive officers (“say-on-pay”) as described in our proxy materials; |
| 4. | A proposal to approve the amended InvenTrust Properties Corp. 2015 Incentive Award Plan; and |
| 5. | Any other business that may properly come before the Annual Meeting, including any postponement or adjournment thereof. |
If you were a stockholder of record at the close of business on March 1, 2024, your shares may be voted at the Annual Meeting, including any postponements or adjournments of the Annual Meeting. In order to attend the virtual meeting, you will need your 16-digit control number that will be supplied to all stockholders via the proxy card or voting instructions form. If you have any questions regarding the format of the Annual Meeting, please contact Mr. Dan Lombardo, Vice President of Investor Relations, at dan.lombardo@inventrustproperties.com.
In order to reduce costs and the environmental impact associated with our Annual Meeting, we are primarily furnishing proxy materials to our stockholders electronically as permitted by the U.S. Securities and Exchange Commission. Unless an election has been affirmatively made to receive paper copies of the materials by mail, stockholders will receive a Notice of Annual Meeting and Notice of Internet Availability of Proxy Materials (“Notice”) with instructions for accessing the proxy materials free of charge over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.
Please promptly submit your proxy by mail, telephone or Internet by following the instructions provided to ensure that your shares will be represented whether or not you attend the Annual Meeting. We encourage you to submit your proxy prior to the Annual Meeting to help ensure that a quorum is present, and our Annual Meeting can proceed. By order of the Board of Directors, Christy L. David E.V.P., Chief Operating Officer, General Counsel and Secretary March 22, 2024
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TABLE OF CONTENTS
| PROXY MATERIALS AND ANNUAL MEETING | 1 |
|---|---|
| Information About the Proxy Materials | 1 |
| Important Notice Regarding the Availability of Proxy Materials | 1 |
| Information About the Annual Meeting | 1 |
| Information About Voting | 2 |
| Record Holders | 2 |
| Beneficial Owners | 3 |
| Information Regarding Tabulation of the Vote | 4 |
| Information About Items to be Voted on and Vote Necessary for Action to be Taken | 4 |
| Quorum Requirement | 5 |
| Withhold, Abstentions and Broker Non-Votes | 5 |
| Costs of Soliciting Proxies | 6 |
| Other Matters | 6 |
| Householding | 6 |
| CORPORATE GOVERNANCE PRINCIPLES | 7 |
| Corporate Governance Profile | 7 |
| Corporate Governance Guidelines | 7 |
| Corporate Culture and Strategy | 8 |
| Stockholder Engagement | 9 |
| Environmental, Social & Governance | 9 |
| Director Independence | 11 |
| Board Leadership Structure & Risk Oversight | 11 |
| Policy of Hedging, Pledging and Speculative Transactions | 11 |
| Equity Retention Policy | 12 |
| Communicating with Directors | 12 |
| Nominating and Corporate Governance Committee | 13 |
| Selection of Director Nominees | 14 |
| Audit Committee | 15 |
| Compensation Committee | 16 |
| Code of Ethics | 17 |
| PROPOSAL NO. 1 | ELECTION OF DIRECTORS | 18 |
| Our Board of Directors | 20 |
| Director Compensation | 26 |
| Director Compensation Table | 27 |
| Compensation Committee Interlocks and Insider Participation | 27 |
| Director Meetings Attendance | 27 |
| EXECUTIVE COMPENSATION | 29 |
|---|---|
| Compensation Discussion and Analysis | 29 |
| Executive Summary | 31 |
| Compensation Elements | 33 |
| Executive Compensation Tables | 43 |
| Summary of Potential Payments | 48 |
| CEO Pay Ratio Disclosure | 49 |
| Pay Versus Performance Disclosure | 50 |
| Compensation Risk Assessment | 53 |
| COMPENSATION COMMITTEE REPORT | 55 |
| STOCK OWNERSHIP | 56 |
| Stock Owned by Certain Beneficial Owners and Management | 56 |
| Delinquent Section 16(a) Reports | 57 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 58 |
| Related Person Transaction Policies and Procedures | 58 |
| AUDIT COMMITTEE REPORT | 59 |
| PROPOSAL NO. 2 – RATIFY APPOINTMENT OF KPMG LLP | 60 |
| Fees to Independent Registered Public Accounting Firm | 60 |
| Approval of Services and Fees | 61 |
| PROPOSAL NO. 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”) | 62 |
| PROPOSAL NO. 4 - APPROVAL OF THE AMENDED INVENTRUST PROPERTIES CORP. 2015 INCENTIVE AWARD PLAN | 63 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURE | A1 |
| APPENDIX B – SECOND AMENDMENT TO 2015 INCENTIVE AWARD PLAN | B1 |
|---|---|
| APPENDIX C – THE INVENTRUST PROPERTIES CORP. 2015 INCENTIVE AWARD PLAN AS AMENDED | C1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.