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Section 1: 8-K (8-K)

Document


 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2019
Invitation Homes Inc.
(Exact Name of Registrant as Specified in its charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001- 38004
 
90-0939055
(Commission File Number)
 
(I.R.S. Employer Identification No.)
1717 Main Street, Suite 2000,
Dallas, Texas
(Address of Principal Executive Offices)

 
75201
(Zip Code)
(Registrant’s Telephone Number, Including Area Code) (972) 421-3600
(Former Name or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
 
 
 
 
 
Common stock, $0.01 par value
 
INVH
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
 






Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 30, 2019, Invitation Homes Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2019 (the “Proxy Statement”). 495,534,653 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which was equal to 94.38% of the issued and outstanding shares entitled to vote at the meeting. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Directors
The persons listed below were elected as directors for a one-year term expiring at the Company’s 2020 annual meeting of stockholders or until their respective successors are duly elected and qualified.
 
 
Votes Cast For
 
Votes Withheld
 
Broker Non-Votes
Bryce Blair
 
480,563,412
 
6,429,691
 
8,541,550
Dallas B. Tanner
 
484,647,364
 
2,345,739
 
8,541,550
Jana Cohen Barbe
 
484,962,743
 
2,030,360
 
8,541,550
Richard D. Bronson
 
483,573,074
 
3,420,029
 
8,541,550
Kenneth A. Caplan
 
484,301,834
 
2,691,269
 
8,541,550
Michael D. Fascitelli
 
484,943,239
 
2,049,864
 
8,541,550
Robert G. Harper
 
478,433,301
 
8,559,802
 
8,541,550
Jeffrey E. Kelter
 
483,572,722
 
3,420,381
 
8,541,550
John B. Rhea
 
483,589,344
 
3,403,759
 
8,541,550
Janice L. Sears
 
484,948,837
 
2,044,266
 
8,541,550
William J. Stein
 
453,142,388
 
33,850,715
 
8,541,550
Barry S. Sternlicht
 
254,366,323
 
232,626,780
 
8,541,550
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019.
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
494,539,787
 
529,790
 
465,076
 
N/A
Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
455,757,709
 
31,039,925
 
195,472
 
8,541,547
Proposal No. 4 - Non-Binding Vote to Determine Frequency of Stockholder Votes to Approve Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, that the non-binding vote to approve executive compensation should occur every year:
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Votes
477,634,234
 
24,007
 
8,972,572
 
362,293
 
8,541,547
In light of this vote, and consistent with recommendation of the Company’s Board of Directors, the Company intends to have a non-binding advisory vote to approve executive compensation every year until the next required vote on the frequency of stockholder votes on executive compensation. The Company is required to hold a vote on frequency every six years.







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INVITATION HOMES INC.
 
 
 
 
By:
/s/ Mark A. Solls
 
 
Name:
Mark A. Solls
 
 
Title:
Executive Vice President, Secretary
and Chief Legal Officer
 
 
 
June 5, 2019




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