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

On December 2, 2021, the board of directors of Inland Real Estate Income Trust, Inc. (referred to herein as "us," "we," "our" or the "Company") appointed Daniel W. Zatloukal to serve as senior vice president of the Company.

Mr. Zatloukal, who is 41 years old, serves as executive vice president and head of asset and portfolio management for all investment programs sponsored by our sponsor, Inland Real Estate Investment Corporation ("IREIC"), a position he has held since 2015. He also serves as senior vice president of Inland Private Capital Corporation ("IPC"), an affiliate of IREIC, a position he has held since 2014. IPC offers replacement properties for Section 1031 exchange transactions as well as multiple-owner real estate investment solutions and as of September 30, 2021, has sponsored 279 private placement programs and has more than $9 billion in assets under management. Mr. Zatloukal was president of Inland Investment Real Estate Services, Inc. from October 2015 through June 2017 and was responsible for overseeing all of IREIC's real estate services group, which includes property management, leasing and asset management for commercial and residential portfolios owned or managed by IREIC and its affiliates. Prior to rejoining Inland at IPC in 2013, Mr. Zatloukal served as vice president of capital markets at Jones Lang LaSalle in Atlanta. He received his bachelor's degree in finance from the University of Illinois at Urbana-Champaign.

The appointment was not made pursuant to any arrangement or understanding with any other person. The Company does not separately compensate our executive officers for their service as officers, nor does the Company reimburse either our business manager or our real estate managers for any compensation paid to individuals who serve as executive officers of the Company or as executive officers of our business manager, our real estate managers or their affiliates (provided that, for these purposes, a corporate secretary is not considered an "executive officer"). Mr. Zatloukal does not have any direct or indirect material interest in any transaction with us or in any currently proposed transaction to which we are a participant.

Item 5.07Submission of Matters to a Vote of Security Holders.

On December 2, 2021, the Company reconvened and held its 2021 annual meeting of stockholders. At the annual meeting, the Company's stockholders: (i) elected the six nominees listed below to serve as directors; (ii) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021; and (iii) approved each of proposal numbers 3 through 13 (described below) to amend the Company's charter. Each of the directors will serve for a term ending at the next annual meeting of stockholders, and each will continue in office until his or her successor has been elected and qualifies, or until his or her earlier death, removal, resignation or retirement. 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 broker non-votes with respect to each director nominee in the election of directors and each of proposal numbers 3 through 13. A total of 26,379,046 shares were present at the meeting in person or by proxy. No other proposals were submitted to a vote of the stockholders at the Company's 2021 annual meeting of stockholders.

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