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



On May 18, 2022, Independence Realty Trust, Inc. (the "Company") held its 2022
Annual Meeting of
Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's
stockholders approved the Company's 2022 Long Term Incentive Plan (the "Plan").
The description of the Plan included in the Company's proxy statement filed with
the Securities and Exchange Commission on March 18, 2022 is incorporated herein
by reference.
Item 5.07  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on: (1) the election of
ten directors, each to serve for a term expiring at the Company's 2023 Annual
Meeting of Stockholders and until his or her successor is duly elected and
qualified, (2) the ratification of the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the calendar year ending
December 31, 2022, (3) an advisory, non-binding resolution on the Company's
executive compensation and (4) approval of the Plan. The tables below show the
voting results.

Proposal 1: Election of Ten Directors.



         Trustee                       Votes For                  Votes Against                 Abstentions                Broker Non-Votes
Scott F. Schaeffer                         135,345,043                     3,454,851                   1,166,890                      30,899,163
Stephen R. Bowie                           138,863,427                       401,249                     702,108                      30,899,163
Ned W. Brines                              138,363,585                       920,001                     683,198                      30,899,163
Richard D. Gebert                          134,682,123                     4,588,889                     695,772                      30,899,163
Melinda H. McClure                         131,141,859                     8,178,210                     646,715                      30,899,163
Ella S. Neyland                            136,887,928                     2,431,364                     647,492                      30,899,163
Thomas H. Purcell                          138,720,343                       397,232                     849,209                      30,899,163
Ana Marie del Rio                          138,614,843                       694,152                     657,789                      30,899,163
Deforest B. Soaries, Jr.,
D. Min.                                    135,482,489                     3,795,530                     688,765                      30,899,163
Lisa Washington                            138,675,879                       584,983                     705,922                      30,899,163

Proposal 2: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.



  Votes For        Votes Against       Abstentions        Broker Non-Votes
  168,060,128            2,055,792           750,027                       0



Proposal 3: Advisory, non-binding resolution on the Company's executive
compensation.

  Votes For        Votes Against       Abstentions        Broker Non-Votes
  135,189,780            3,525,691         1,251,313              30,899,163

Proposal 4: Approval of the Company's 2022 Long Term Incentive Plan.



  Votes For        Votes Against       Abstentions        Broker Non-Votes
  127,269,773           11,539,843         1,157,168              30,899,163



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Item 8.01 Other Events.



On May 18, 2022, the Board of Directors of the Company authorized a common stock
repurchase program covering up to $250,000,000 in shares of common stock of the
Company and increased the quarterly dividend to $0.14 per share of IRT common
stock, which represents a 17% increase in the dividend over the prior quarterly
rate of $0.12 per share. The dividend is payable on July 22, 2022 to
shareholders of record at the close of business on July 1, 2022. Under the
repurchase program, the Company, in its discretion, may purchase its shares from
time to time in the open market or in privately negotiated transactions. The
amount and timing of the purchases will depend on a number of factors, including
the price and availability of the Company's shares, trading volume and general
market conditions. The repurchase program has no time limit and may be suspended
or discontinued at any time.

A copy of the press release announcing the repurchase program and quarterly dividend increase is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.



10.1              Independence Realty Trust, Inc. 2022 Long Term Incentive

Plan, incorporated by


                reference to     Appendix C     to IRT's Definitive Proxy Statement on
                    Sche    dule     14A filed on March     18    , 2022.
99.1              Share Repurchase Press Release
104             Cover Page Interactive Data File (embedded within the

Inline XBRL document).




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