8-K
Invitation Homes Inc. (INVH)
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 15, 2025
Invitation Homes Inc.
(Exact Name of Registrant as Specified in its charter)
| Maryland | 001-38004 | 90-0939055 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5420 LBJ Freeway, Suite 600
Dallas, Texas 75240
(Address of principal executive offices, including zip code)
(972) 421-3600
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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(s) | 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 15, 2025, Invitation Homes Inc. (the “Company”) held its 2025 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 3, 2025 (the “Proxy Statement”). 555,539,102 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which was equal to 90.64% of the issued and outstanding shares entitled to vote at the Annual 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 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified.
| Votes Cast For | Votes Withheld | Broker Non-Votes | |
|---|---|---|---|
| Michael D. Fascitelli | 532,089,189 | 10,124,547 | 13,325,366 |
| Dallas B. Tanner | 538,613,234 | 3,600,502 | 13,325,366 |
| Jana Cohen Barbe | 535,726,248 | 6,487,488 | 13,325,366 |
| H. Wyman Howard | 538,982,242 | 3,231,494 | 13,325,366 |
| Jeffrey E. Kelter | 530,066,417 | 12,147,319 | 13,325,366 |
| Kellyn Smith Kenny | 540,457,540 | 1,756,196 | 13,325,366 |
| Joseph D. Margolis | 538,351,954 | 3,861,782 | 13,325,366 |
| John B. Rhea | 538,354,706 | 3,859,030 | 13,325,366 |
| Frances Aldrich Sevilla-Sacasa | 535,587,393 | 6,626,343 | 13,325,366 |
| Keith D. Taylor | 513,894,167 | 28,319,569 | 13,325,366 |
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 2025.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 547,627,807 | 7,866,980 | 44,315 | 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 |
|---|---|---|---|
| 502,039,714 | 39,633,863 | 540,159 | 13,325,366 |
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. In light of this vote, and consistent with the 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 stockholders votes to approve executive compensation. The Company is required to hold a vote on frequency of stockholder votes to approve executive compensation every six years.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 529,738,262 | 24,912 | 12,404,527 | 46,035 | 13,325,366 |
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<br><br>and Chief Legal Officer | |
| Date: | May 19, 2025 |