ivtp-20221012

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2022

INVENTRUST PROPERTIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-40896

34-2019608

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3025 Highland Parkway

Downers Grove, Illinois 60515

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

IVT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 12, 2022, InvenTrust Properties Corp. (the “Company”) announced that the Company’s board of directors (the “Board”) has appointed Smita Shah as a director of the Board, effective immediately.

Ms. Shah currently serves as President and CEO of SPAAN Tech, Inc., a Chicago-based public and private economic development firm which she founded.

In addition to her engineering work, Ms. Shah serves on several civic boards and commissions, including Commissioner for the White House Advisory Commission on Asian Americans, Native Hawaiians, and Pacific Islanders, Co-Chairperson the Council of Regents for Loyola University of Chicago, and Member of the M.I.T. Corporation Visiting Committee for Civil and Environmental Engineering. Additionally, she serves as Co-Chair of YPO Chicago and on the Board of MacLean-Fogg Companies as a member of the Finance and Audit Committee. Ms. Shah holds an M.S. from Massachusetts Institute of Technology and a B.S. from Northwestern University.

In connection with her appointment as director, Ms. Shah is entitled to compensation under the Company’s Director Compensation Program (the “Program”). Under the Program, Ms. Shah will receive an annual retainer for her service as a director of $65,000, paid quarterly in arrears, beginning with payment for the fourth quarter of 2022. In addition, Ms. Shah will receive an annual grant of restricted stock units with a value of $120,000 and a tandem dividend equivalent award at the same time as the other eligible directors under the Program. Each annual grant vests in full on the earlier of (i) the date of the first annual meeting of the Company’s stockholders following the grant date or (ii) the first anniversary of the grant date, subject to the director’s continued service on the vesting date. The foregoing description is qualified in its entirety by the terms of the Program. In connection with her appointment, the Board also approved an award of 2,557 additional restricted stock units and dividend equivalents to Ms. Shah in respect of her service as a director through the date of the Company’s next annual meeting. The award will vest on the date of such annual meeting, subject to Ms. Shah’s continued service on the vesting date.

There are no arrangements or understandings between Ms. Shah and any other person pursuant to which Ms. Shah was appointed as a director. There are no transactions involving Ms. Shah that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith:


Exhibit No.						Description
99.1						Press release issued on October 12, 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVENTRUST PROPERTIES CORP.

Date: October 12, 2022

By:

/s/ Christy L. David

Name:

Christy L. David

Title:

Executive Vice President, Chief Operating Officer, General Counsel & Secretary

NEWS RELEASE CONTACT: Dan Lombardo Vice President of Investor Relations 630-570-0605 dan.lombardo@inventrustproperties.com InvenTrust Properties Corp. Appoints Smita N. Shah to the Board of Directors DOWNERS GROVE, III – October 12, 2022 – InvenTrust Properties Corp. (“InvenTrust” “IVT” or the “Company”) (NYSE: IVT) announced, effective immediately, the appointment of Smita N. Shah to the InvenTrust Board of Directors. Ms. Shah currently serves as President and CEO of SPAAN Tech, Inc., a Chicago-based public and private economic development firm, which she founded. Ms. Shah brings considerable business and management experience to the InvenTrust Board as well as a unique insight to governmental civic and environmental programs. Ms. Shah will join the Board as an independent director and a member of the Audit Committee. “Smita’s appointment furthers InvenTrust’s commitment to finding high-caliber professionals across all levels of the Company, while enhancing our governance and management oversight efforts,” said Paula J. Saban, Chairperson of the Board of InvenTrust. “Smita brings a new perspective as well as an impressive array of leadership and civic service to our company. I look forward to working with her in our goal to maximize shareholder value.” Ms. Shah commented, “I am excited and honored to join the InvenTrust Board. In just one short year as a publicly traded company, InvenTrust has differentiated themselves through its dedication to a focused Sun Belt, grocery-anchored portfolio. This strategy and InvenTrust’s strong balance sheet have positioned InvenTrust to produce strong results despite potential volatility in the markets. I look forward to sharing my experience and insights to contribute to the Company’s future success.” Ms. Shah serves on several civic boards and commissions, including Commissioner for the White House Advisory Commission on Asian Americans, Native Hawaiians, and Pacific Islanders, Co– Chairperson the Council of Regents for Loyola University of Chicago, and Member of the M.I.T. Corporation Visiting Committee for Civil and Environmental Engineering. Additionally, she serves as Co- Chair of YPO Chicago and on the Board of MacLean-Fogg Companies as a member of the Finance and Audit Committee. She

NEWS RELEASE received a B.S. from Northwestern University, an M.S. from MIT, and a Postgraduate Certificate in Management Studies from Oxford University. Daniel (DJ) Busch, President and CEO of InvenTrust added, “Smita’s understanding of complex, global infrastructure and environmental solutions will provide invaluable vision to the InvenTrust team as we continue to execute on our portfolio and investment strategy.” About InvenTrust Properties Corp. InvenTrust Properties Corp. (“we,” the “Company,” “our,” “us,” "IVT" or "InvenTrust") is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires and manages grocery anchored neighborhood and community centers as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, maintaining a flexible capital structure, and enhancing environmental, social and governance (ESG) practices and standards. A trusted, local operator bringing real estate expertise to its tenant relationships, IVT has built a strong reputation with market participants across its portfolio. IVT is committed to leadership in ESG practices and has been a Global Real Estate Sustainability Benchmark (“GRESB”) member since 2013. As of June 30, 2022, the Company is an owner and manager of 62 retail properties, representing 10.5 million square feet of retail space. For more information, please visit www.inventrustproperties.com. Availability of Information on InvenTrust Properties Corp.'s Website and Social Media Channels Investors and others should note that InvenTrust routinely announces material information to investors and the marketplace using U.S. Securities and Exchange Commission filings, press releases, public conference calls, webcasts and the InvenTrust investor relations website. The Company uses these channels as well as social media channels (e.g., the InvenTrust Twitter account (twitter.com/inventrustprop); and the InvenTrust LinkedIn account (linkedin.com/company/inventrustproperties) as a means of disclosing information about the Company's business to our colleagues, investors, and the public. While not all of the information that the Company posts to the InvenTrust investor relations website or on the Company’s social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in InvenTrust to review the information that it shares on www.inventrustproperties.com/investor-relations and on the Company’s social media channels.

Cover Page	Oct. 12, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 12, 2022
Entity Registrant Name	INVENTRUST PROPERTIES CORP.
Entity Central Index Key	0001307748
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-40896
Entity Tax Identification Number	34-2019608
Entity Address, Address Line One	3025 Highland Parkway
Entity Address, City or Town	Downers Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60515
City Area Code	855
Local Phone Number	377-0510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false