INLAND REAL ESTATE INCOME TRUST, INC. : Change of directors or principal officers, submission of questions to the vote of security holders (Form 8-K)


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Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

At December 2, 2021, the board of directors of Inland Real Estate Income Trust, Inc. (hereinafter referred to as “we”, “we”, “our” or the “Company”) named Daniel W. Zatloukal to serve as the first vice president of the Society.

Mr. Zatloukal, who is 41, is Executive Vice President and responsible for asset and portfolio management for all investment programs sponsored by our sponsor, Interior real estate investment company (“IREIC”), a position he has held since 2015. He is also senior vice-president of Inland Private Capital Corporation (“IPC”), an affiliate of IREIC, a position he has held since 2014. IPC offers alternative properties for Section 1031 exchange transactions as well as multi-owner real estate investment solutions and from September 30, 2021, sponsored 279 private placement programs and has more than $ 9 billion in assets under management. Mr. Zatloukal was president of Domestic Investment Real Estate Services, Inc. of October 2015 through june 2017 and was responsible for overseeing the entire IREIC real estate services group, which includes real estate management, leasing and asset management for commercial and residential portfolios owned or managed by IREIC and its affiliates. Before joining Inland at IPC in 2013, Mr. Zatloukal was Vice President of Capital Markets at Jones Lang LaSalle in Atlanta. He obtained his bachelor’s degree in finance from the University of Illinois at UrbanChampagne.

The appointment was not made under an arrangement or agreement with another person. The Company does not separately compensate our senior executives for their services as officers, and the Company does not reimburse our sales manager or our real estate managers for any compensation paid to individuals who serve as officers of the Company or as officers. of our company. manager, our property managers or their affiliates (provided that for these purposes, a corporate secretary is not considered to be an “officer”). Mr. Zatloukal has no direct or indirect material interest in any transaction with us or in any currently proposed transaction in which we are involved.

Item 5.07 Submission of Matters to the Vote of Securityholders.

At December 2, 2021, the Company reconvened and held its 2021 annual meeting of shareholders. At the annual meeting, the shareholders of the Company: (i) elected the six candidates listed below to serve as directors; (ii) ratified the selection of
KPMG LLP as a registered independent public accounting firm of the Company for the year ending December 31, 2021; and (iii) approved each of the proposals numbers 3 to 13 (described below) to modify the charter of the Company. Each of the directors will serve for a term ending at the next annual meeting of shareholders, and each will continue in office until their successor has been elected and qualified, or until their death, removal, resignation or retirement. anticipated. The voting results for each proposal were as follows:


  (1) Election of directors:




Nominee                For     Against (Withheld)
Lee A. Daniels      20,217,289     1,275,403
Stephen L. Davis    20,269,924     1,222,768
Daniel L. Goodwin   20,255,970     1,236,722
Gwen Henry          20,255,945     1,236,747
Bernard J. Michael  20,239,005     1,253,687
Mitchell A. Sabshon 20,170,851     1,321,841


      (2)  Ratification of the selection of KPMG LLP as independent registered
           public accounting firm for the year ending December 31, 2021:


Votes For  Votes Against Abstentions
25,036,728    488,347      853,971


      (3)  Amendment of our charter to remove or revise provisions that relate to
           the terms and rights of our classes and series of stock, including our
           common stock, and to offerings of our stock:


Votes For  Votes Against Abstentions
18,878,542   1,405,979    1,208,171


      (4)  Amendment of our charter to remove or revise, as applicable, provisions
           that relate to stockholder meetings:


Votes For  Votes Against Abstentions
18,913,141   1,371,882    1,207,669


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      (5)  Amendment of our charter to remove or revise provisions that relate to
           stockholder information rights:


Votes For  Votes Against Abstentions
18,407,141   1,900,968    1,184,583


      (6)  Amendment of our charter to remove or revise those provisions that
           relate to the qualifications, number, election, removal and service of
           our directors:


Votes For  Votes Against Abstentions
18,725,635   1,595,654    1,171,403


      (7)  Amendment of our charter to remove or revise those provisions that
           relate to the conduct of our board of directors and our business
           manager:


Votes For  Votes Against Abstentions
18,503,711   1,812,461    1,176,520


      (8)  Amendment of our charter to remove or revise those provisions that
           limit or regulate how the Company operates and the process by which it
           engages in transactions:


Votes For  Votes Against Abstentions
18,650,267   1,626,562    1,215,863


      (9)  Amendment of our charter to revise or add provisions restricting
           transfer and ownership of shares:


Votes For  Votes Against Abstentions
18,684,334   1,582,115    1,226,243


      (10) Amendment of our charter to remove provisions governing transactions
           with our business manager and its affiliates:


Votes For  Votes Against Abstentions
18,572,464   1,683,827    1,236,401


      (11) Amendment of our charter to remove or revise provisions relating to
           amendments of the charter and entering into extraordinary transactions:


Votes For  Votes Against Abstentions
18,630,632   1,599,363    1,262,697


      (12) Amendment of our charter to revise certain provisions that govern our
           ability to indemnify our officers, directors and business manager,
           among others:


Votes For  Votes Against Abstentions
18,361,161   1,948,430    1,183,101


      (13) Amendment of our charter to make conforming changes and other
           ministerial modifications to and to restate our charter:


Votes For  Votes Against Abstentions
18,919,909   1,373,192    1,199,591


There were 4,886,354 brokers without voting rights with respect to each nominee for the position of director during the election of directors and each of proposals number 3 to 13. In total, 26,379,046 shares were present at the meeting in person or by proxy. No other proposal was put to the vote of the shareholders at the annual meeting of shareholders of the Company in 2021.

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