SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Invitation Homes Inc. – ‘8-K’ for 2/26/21

On:  Thursday, 3/4/21, at 4:32pm ET   ·   For:  2/26/21   ·   Accession #:  1687229-21-11   ·   File #:  1-38004

Previous ‘8-K’:  ‘8-K’ on / for 3/1/21   ·   Next & Latest:  ‘8-K’ on 3/30/21 for 3/29/21

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/21  Invitation Homes Inc.             8-K:5,9     2/26/21   13:392K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-10.1     Material Contract                                   HTML     97K 
 9: R1          Document and Entity Information Document            HTML     48K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- invh-20210226_htm                   XML     22K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- invh-20210226_cal               XML      9K 
 5: EX-101.DEF  XBRL Definitions -- invh-20210226_def                XML     12K 
 6: EX-101.LAB  XBRL Labels -- invh-20210226_lab                     XML     71K 
 7: EX-101.PRE  XBRL Presentations -- invh-20210226_pre              XML     37K 
 3: EX-101.SCH  XBRL Schema -- invh-20210226                         XSD     16K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
13: ZIP         XBRL Zipped Folder -- 0001687229-21-000011-xbrl      Zip     36K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  invh-20210226  
 i false i 000168722900016872292021-02-262021-02-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
 i 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):  i February 26, 2021
 i Invitation Homes Inc.
(Exact Name of Registrant as Specified in its charter)
 i Maryland
 i 90-0939055
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 i 1717 Main Street,  i Suite 2000
 i Dallas,  i Texas  i 75201
(Address of principal executive offices, including zip code)
( i 972)  i 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:
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i 
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
 i Common stock, $0.01 par value
 i INVH
 i 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  i 
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As part of its February 26, 2021 meeting and the annual compensation review and award process, the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors of Invitation Homes Inc. (the “Company”) approved several compensation matters applicable to members of management, including the Company’s named executive officers (“NEOs” or “executives”), as described below.
Compensation Arrangements of NEOs
Based on the Company’s performance in 2020, the Compensation Committee approved the following adjustments to the compensation arrangements of the Company’s NEOs: (1) increased the annual base salary of Mr. Dallas B. Tanner, the Company’s President and Chief Executive Officer, from $800,000 to $900,000, and increased his target award opportunity under the Company’s 2021 long-term incentive stock program (the “LTIP”) from $3,625,000 to $6,500,000; (2) increased the annual base salary of Mr. Ernest Freedman, the Company’s Executive Vice President and Chief Financial Officer, from $625,000 to $650,000, and increased his target 2021 LTIP award opportunity from $1,700,000 to $1,800,000; (3) increased the annual base salary of Mr. Charles Young, the Company’s Executive Vice President and Chief Operating Officer, from $575,000 to $650,000, and increased his the target 2021 LTIP award opportunity from $1,700,000 to $1,800,000; and (4) increased the target 2021 LTIP award opportunity from $800,000 to $825,000, for Mr. Mark Solls, the Company’s Executive Vice President and Chief Legal Officer.
Annual Equity-Based Awards
The Compensation Committee approved the 2021 LTIP and a form of award agreement (the “LTIP Agreement”) and granted under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Incentive Plan”) equity-based awards in the form of time vesting restricted stock units (“RSUs”) and performance vesting RSUs (collectively, the “LTIP RSUs” and, such awards, the “LTIP RSU Awards”). The LTIP RSUs have a grant date of March 1, 2021. The material terms of the LTIP RSUs are described below.
Time Vesting RSUs
The time vesting RSUs are scheduled to vest in equal annual installments on each of the first three anniversaries of March 1, 2021, subject to the executive’s continued employment through the applicable vesting date (with certain limited exceptions).
On February 26, 2021, the Compensation Committee approved an award of time vesting RSUs to the Company’s NEOs in the following dollar amounts: Dallas B. Tanner - $1,625,000; Ernest Freedman - $450,000; Charles Young - $450,000; and Mark Solls - $206,250. The corresponding number of RSUs will be determined by dividing the dollar amount of the award by the closing price of the Company’s common stock on the New York Stock Exchange (the “NYSE”) on the grant date.
Performance Vesting RSUs
The performance vesting RSUs may be earned based on the achievement of performance conditions over a three-year performance period from January 1, 2021 through December 31, 2023. The number of performance vesting RSUs that may be earned will be determined based on performance achieved during the specified performance period. The performance vesting RSUs may be earned based on two performance measures: (1) the compounded annual growth rate of the Company’s shareholder return relative to the MSCI US REIT Index for the performance period; and (2) the compounded annual growth rate of the Company’s net operating income for an identified population of homes.
Under the terms of the LTIP Agreement, each executive is eligible to earn, in respect of each performance condition, a threshold, target and maximum number of performance vesting RSUs based on whether the performance criteria are achieved at threshold, target or maximum levels. The total number of performance vesting RSUs earned with respect to each performance measure is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, up to 200% for performance at maximum levels or above. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis.
In general, performance vesting RSUs are earned on the date after the end of the performance period on which the Compensation Committee certifies the extent to which the performance criteria have been achieved (the “Certification Date”). The performance vesting RSUs will vest on the Certification Date, subject to the executive’s continued employment through such Certification Date (with certain limited exceptions).
On February 26, 2021, the Compensation Committee approved an award of performance vesting RSUs to the NEOs in the following dollar amounts, which amounts assume that target level of performance is achieved (with the actual number of shares to be earned based on the actual achievement of the performance criteria described above): Dallas B. Tanner -




$4,875,000; Ernest Freedman - $1,350,000; Charles Young - $1,350,000; and Mark Solls - $618,750. The corresponding number of RSUs will be determined by dividing the dollar amount of the award by the grant date fair value calculated based on the closing price of the Company’s common stock on the NYSE on the grant date and a Monte Carlo fair value analysis.
The foregoing description of the 2021 LTIP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award), which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) The following exhibit is attached to this Current Report on Form 8-K:
Exhibit No.Description
Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).






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
Date:March 4, 2021




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/23
Filed on:3/4/21
3/1/218-K
For Period end:2/26/214
1/1/21
 List all Filings 
Top
Filing Submission 0001687229-21-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2021 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Apr. 22, 4:23:15.0pm ET