Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(d) On January 5, 2021, Lisa Washington was appointed as a Director of Independence Realty Trust, Inc. (the "Company"). In connection with Ms. Washington's appointment, the size of the Company's Board of Directors was increased from six to seven.

The Board of Directors has determined that Ms. Washington is an independent director under the listing standards of the New York Stock Exchange. There are no arrangements or understandings between Ms. Washington and any other person pursuant to which Ms. Washington was selected as a Director and there are no transactions between the Company and Ms. Washington or any of her immediate family members that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with her appointment, Ms. Washington will be eligible for compensation under the Company's standard compensation program for non-employee Directors, as described in the Company's proxy statement for its 2020 annual meeting of stockholders filed with the Securities and Exchange Commission on March 25, 2020. Given the timing of her appointment to the Board, Ms. Washington will receive a pro-rata portion of the annual cash retainer provided for in the program. The Company has entered into an indemnification agreement with Ms. Washington in substantially the same form that the Company has entered into with its other directors and executive officers. The form of the indemnification agreement was filed as Exhibit 10.21 to the Company's Form 10-K for the year ended December 31, 2019.

The Company's press release announcing the appointment of Ms. Washington is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



99.1       Press Release, dated January 5, 2021, announcing the appointment of
         Lisa Washington to the Board of Directors of the Company.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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