| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment
On February 19, 2025, the Board of Directors (the “Board”) of InvenTrust Properties Corp. (the “Company”) increased the size of the Board from nine to ten members and appointed Julie M. Swinehart to the Board effective February 19, 2025, to hold office until the Company’s 2025 annual meeting of stockholders and until her successor has been duly elected and qualified. The Board also appointed Ms. Swinehart as a member of the Audit Committee and Compensation Committee of the Board.
There is no arrangement or understanding between Ms. Swinehart and any other person pursuant to which Ms. Swinehart was selected as a director. Ms. Swinehart does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Swinehart will be entitled to compensation for her service on the Board on the same basis as all other non-employee directors of the Company, pursuant to the InvenTrust Properties Corp. Director Compensation Program.
Directors Not Standing For Re-Election
On February 19, 2025, Michael A. Stein notified the Board that he does not intend to seek re-election as a director of the Board at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) due to the Company’s mandatory retirement age under the Company’s Corporate Governance Guidelines. Mr. Stein’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On February 19, 2025, Thomas F. Glavin notified the Board that he does not intend to seek re-election as a director of the Board at the 2025 Annual Meeting. Mr. Glavin’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Immediately following the adjournment of the 2025 Annual Meeting and expiration of Messrs. Stein’s and Glavin’s term as directors on the Board, the number of directors constituting the entire Board will be decreased from ten (10) directors to eight (8) directors.
| Item 7.01 |
Regulation FD Disclosure. |
On February 19, 2025, the Company issued a press release announcing the appointment of Julie M. Swinehart as a new director of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
