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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

IVT$31.51-0.6%Stored close · as of Nov 6, 2026
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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

iii

TABLE OF CONTENTS

PROXY MATERIALS AND ANNUAL MEETING1
Information About the Proxy Materials1
Important Notice Regarding the Availability of Proxy Materials1
Information About the Annual Meeting1
Information About Voting2
Record Holders2
Beneficial Owners3
Information Regarding Tabulation of the Vote4
Information About Items to be Voted on and Vote Necessary for Action to be Taken4
Quorum Requirement5
Withhold, Abstentions and Broker Non-Votes5
Costs of Soliciting Proxies6
Other Matters6
Householding6
CORPORATE GOVERNANCE PRINCIPLES7
Corporate Governance Profile7
Corporate Governance Guidelines7
Corporate Culture and Strategy8
Stockholder Engagement9
Environmental, Social & Governance9
Director Independence11
Board Leadership Structure & Risk Oversight11
Policy of Hedging, Pledging and Speculative Transactions11
Equity Retention Policy12
Communicating with Directors12
Nominating and Corporate Governance Committee13
Selection of Director Nominees14
Audit Committee15
Compensation Committee16
Code of Ethics17
PROPOSAL NO. 1 | ELECTION OF DIRECTORS18
Our Board of Directors20
Director Compensation26
Director Compensation Table27
Compensation Committee Interlocks and Insider Participation27
Director Meetings Attendance27
EXECUTIVE COMPENSATION29
Compensation Discussion and Analysis29
Executive Summary31
Compensation Elements33
Executive Compensation Tables43
Summary of Potential Payments48
CEO Pay Ratio Disclosure49
Pay Versus Performance Disclosure50
Compensation Risk Assessment53
COMPENSATION COMMITTEE REPORT55
STOCK OWNERSHIP56
Stock Owned by Certain Beneficial Owners and Management56
Delinquent Section 16(a) Reports57
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS58
Related Person Transaction Policies and Procedures58
AUDIT COMMITTEE REPORT59
PROPOSAL NO. 2 – RATIFY APPOINTMENT OF KPMG LLP60
Fees to Independent Registered Public Accounting Firm60
Approval of Services and Fees61
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 PLAN63
APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASUREA1
APPENDIX B – SECOND AMENDMENT TO 2015 INCENTIVE AWARD PLANB1
APPENDIX C – THE INVENTRUST PROPERTIES CORP. 2015 INCENTIVE AWARD PLAN AS AMENDEDC1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.