INRE Sets Nov. 19 Annual Meeting, Board Seeks Director Re-election, KPMG Ratification

TL;DR

**INRE's upcoming annual meeting is a routine governance check, but investors should still vote FOR the board's recommendations to maintain stability and sound oversight.**

AI Summary

Inland Real Estate Income Trust, Inc. (INRE) is holding its annual stockholders' meeting on November 19, 2025, at 2:00 p.m. Central Time, at its principal executive offices in Oak Brook, Illinois. Stockholders will vote on five key proposals, including the election of two Class I directors, Gwen Henry and Bernard J. Michael, to serve until the 2028 annual meeting. They will also consider the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, stockholders will cast non-binding advisory votes on executive compensation for named executive officers and the frequency of future 'Say on Pay' votes, with the board recommending a 'ONE YEAR' frequency. The company is utilizing the 'Notice and Access' method for proxy materials, mailing Notices of Internet Availability around September 30, 2025, to stockholders of record as of September 23, 2025, when 36,117,282 shares of common stock were outstanding. The board of directors unanimously recommends voting 'FOR' the first three proposals and 'ONE YEAR' for the frequency of the 'Say on Pay' vote.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Inland Real Estate Income Trust, Inc., directly impacting investor confidence and corporate oversight. The election of Class I directors, Gwen Henry and Bernard J. Michael, will shape the company's strategic direction and fiduciary responsibilities for the next three years. Ratifying KPMG LLP as the auditor ensures continued financial transparency and accountability, a key factor for investors assessing the company's health in a competitive real estate market. The 'Say on Pay' vote provides a non-binding but important signal from shareholders regarding executive compensation, influencing future incentive structures and potentially affecting employee morale and retention in a sector where talent is crucial.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the annual meeting, such as director elections and auditor ratification. There are no indications of significant financial distress, hostile takeover attempts, or major strategic shifts that would introduce high risk. The proposals are standard for an annual meeting, and the board's unanimous recommendations suggest internal alignment.

Analyst Insight

Investors should review the proxy materials, particularly the director nominees' backgrounds and the executive compensation details, then vote 'FOR' the board's recommended proposals to support stable governance and financial oversight. Participating in the 'Say on Pay' and 'Say on Frequency' votes is crucial for expressing shareholder sentiment on executive incentives.

Key Numbers

• 36,117,282 — Shares of common stock outstanding (As of the Record Date, September 23, 2025, each share entitled to one vote.)
• $91,000 — Estimated fees for Broadridge (Aggregate fees, costs, and expenses for soliciting proxies and related services.)
• 2 — Number of Class I directors to be elected (Gwen Henry and Bernard J. Michael are nominated to serve until the 2028 annual meeting.)
• 2025 — Fiscal year for KPMG LLP's engagement (Stockholders will vote to ratify KPMG LLP as the independent auditor for the fiscal year ending December 31, 2025.)
• 1 — Board's recommended frequency for 'Say on Pay' vote (The board recommends a 'ONE YEAR' frequency for the non-binding advisory resolution on executive compensation.)

Key Players & Entities

• Inland Real Estate Income Trust, Inc. (company) — Registrant and subject of the DEF 14A filing
• KPMG LLP (company) — Independent registered public accounting firm selected for fiscal year ending December 31, 2025
• Gwen Henry (person) — Nominee for Class I Director
• Bernard J. Michael (person) — Nominee for Class I Director
• Cathleen M. Hrtanek (person) — Secretary of Inland Real Estate Income Trust, Inc. and proxy
• Jerry Kyriazis (person) — Chief Financial Officer and Treasurer, and proxy
• Securities and Exchange Commission (regulator) — Regulates the filing of proxy statements
• Broadridge Investor Communication Solutions, Inc. (company) — Engaged to solicit proxies and tabulate votes
• September 23, 2025 (date) — Record Date for stockholders entitled to vote
• November 19, 2025 (date) — Date of the Annual Meeting of Stockholders

FAQ

Industry Context

Inland Real Estate Income Trust, Inc. operates within the real estate investment trust (REIT) sector, which is characterized by its reliance on property income and capital appreciation. The industry is sensitive to interest rate fluctuations, economic cycles, and real estate market conditions. REITs typically focus on specific property types such as retail, residential, office, or industrial, and their performance is influenced by tenant demand, occupancy rates, and rental income.

Regulatory Implications

As a publicly traded entity, Inland Real Estate Income Trust, Inc. is subject to SEC regulations, including proxy solicitation rules and financial reporting requirements. The 'Notice and Access' method for distributing proxy materials is a cost-saving measure permitted by the SEC. The company must also comply with corporate governance standards and ensure transparency in executive compensation disclosures.

What Investors Should Do

1. Vote on Director Elections
2. Ratify Independent Auditor
3. Participate in 'Say on Pay' Votes
4. Review Proxy Materials

Key Dates

• 2025-09-23: Record Date for the annual meeting — Establishes the list of stockholders eligible to vote at the meeting.
• 2025-09-30: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders how to access proxy materials and vote online, initiating the proxy solicitation process.
• 2025-11-19: Annual Meeting of Stockholders — The date for stockholders to vote on key proposals, including director elections and auditor ratification.
• 2025-12-31: Fiscal year end for which KPMG LLP is engaged — Sets the period for which the independent auditor's services are being ratified.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director nominations, executive compensation, and auditor ratification. (This document is the proxy statement for Inland Real Estate Income Trust, Inc.'s annual meeting, outlining all proposals and related information for stockholders.)

Notice and Access

A method of delivering proxy materials where companies mail a Notice of Internet Availability of Proxy Materials instead of full paper copies, directing shareholders to an online location for the materials. (Inland Real Estate Income Trust, Inc. is using this method to reduce costs and provide a convenient way for stockholders to access proxy materials and vote.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (September 23, 2025, is the record date, meaning only shareholders of record on this date are entitled to vote at the November 19, 2025, annual meeting.)

Say on Pay

A non-binding shareholder advisory vote on the compensation of the company's named executive officers. (Stockholders will vote on approving executive compensation and the frequency of future 'Say on Pay' votes.)

Class I Directors

A category of directors on the board, typically elected for a specific term length, often staggered. (Two Class I directors, Gwen Henry and Bernard J. Michael, are up for election at the annual meeting.)

KPMG LLP

A major global professional services firm that provides audit, tax, and advisory services. (KPMG LLP is proposed to be ratified as Inland Real Estate Income Trust, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2025.)

Year-Over-Year Comparison

This filing is a proxy statement for the November 19, 2025 annual meeting. Specific comparative financial data from a previous filing (e.g., 2024 DEF 14A) is not directly available within this document. However, the proxy statement references the Annual Report on Form 10-K for the year ended December 31, 2024, which would contain the necessary historical financial information for comparison of metrics like revenue, net income, and debt levels.

Key Financial Figures

• $91,000 — es, costs and expenses of approximately $91,000 for soliciting proxies plus other fees

Filing Documents

• ireit-20250924.htm (DEF 14A) — 620KB
• img66889490_0.jpg (GRAPHIC) — 10KB
• img66889490_1.jpg (GRAPHIC) — 1386KB
• img66889490_2.jpg (GRAPHIC) — 1530KB
• 0001193125-25-214755.txt ( ) — 8242KB
• ireit-20250924.xsd (EX-101.SCH) — 8KB
• ireit-20250924_htm.xml (XML) — 3KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 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 Section 240.14a-12 Inland Real Estate Income Trust, Inc. (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 the appropriate box): 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)(l) and 0-11. INLAND REAL ESTATE INCOME TRUST, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Date: November 19, 2025 Time: 2:00 p.m. Central Time Place: 2901 Butterfield Road Oak Brook, Illinois 60523 Inland Real Estate Income Trust, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 (866) 694-6526 Notice of Annual Meeting of Stockholders to be held November 19, 2025 Dear Stockholder: Our annual stockholders' meeting will be held on November 19, 2025, at 2:00 p.m. Central Time, at our principal executive offices located at 2901 Butterfield Road in Oak Brook, Illinois 60523. At our annual meeting, we will ask you to consider and vote upon: 1. a proposal to elect two Class I directors; 2. a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; 3. a proposal to adopt a non-binding advisory resolution approving the executive compensation for certain of our named executive officers; 4. a proposal to adopt a non-binding resolution approving the frequency of the "Say on Pay" vote; and 5. any other business that may be properly presented at the annual meeting and any postponement or adjournment thereof. If you were a stockholder of record at the close of business on September 23, 2025, you may vote at the annual meeting and any postponements or adjournments thereof. We are using the "Notice and Access" method of providing proxy materials to stockholders via the Internet. This process provides stockholders with a convenient and quick way to access the proxy materials and vote while lowering our costs. We expect to begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") on or about September 30, 2025 and will post our proxy materials on the website referenced in the Notice and in our proxy statement. As will be more fully described in any Notice, stockholders may choose to access our proxy materials on the website or you may request to receive a printed set of our proxy materials. Regardless of whether you plan to attend the meeting and vote in person, we urge you to have your vote recorded as early as possible. Stockholders have the following three options for submitting their votes by proxy: (1) via the Internet; (2) by telephone; or (3) by mail, if a paper proxy card has been provided to you. Your vote is very important! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes. By order of the Board of Directors, Cathleen M. Hrtanek Secretary September 24, 2025 Table of Contents Page INFORMATION ABOUT THE ANNUAL MEETING 1 Important Notice Regarding the Availability of Proxy Materials 1 Information About Attending the Annual Meeting 2 Information About Voting 2 Information Regarding Tabulation of the Vote 3 Quorum Requirement 3 Information About Vote Necessary for Action to be Taken 3 Broker Non-Votes 4 Costs of Proxies 4 Other Matters 5 STOCK OWNERSHIP 6 Stock Owned by Certain Beneficial Owners and Management 6 Interest of Certain Persons in Matters to Be Acted On 6 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE PRINCIPLES 7 Board of Directors 7 Nominees for Class I Directors 8 Continuing Directors 9 Independence 10 Board Leadership Structure and Risk Oversight 11 Independent Director Compensation 12 Meetings of the Board of Directors, Committees and Stockholders 13 Committees of our Board of Directors 14 Communicating with Directors 15 Non-Retaliation Policy 15 Anti-Hedging Policy 15 Insider Trading Policy 15 Code of Ethics 15 EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION 16 COMPENSATION DISCUSSION AND ANALYSIS 17 COMPENSATION COMMITTEE REPORT 18 COMPENSATION TABLES 19 Summary Compensation Table 19 Grants of Plan-Based Awards for Fiscal Year 2024 20 Outstanding Equity Awards at Fiscal Year-End 20 Potential Payments Upon Termination

View Full Filing

View this DEF 14A filing on SEC EDGAR