UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

For the fiscal year ended December 31, 2016

For the transition period from            to

Commission file number 001- 35760

SILVER BAY REALTY TRUST CORP.

(Exact name of registrant as specified in its charter)

(952) 358-4400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No x

As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $600 million based on the closing sale price as reported on the NYSE on June 30, 2016.

As of February 16, 2017, 35,471,905 shares of common stock, par value $0.01 per share, of Silver Bay Realty Trust Corp. were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Silver Bay Realty Trust Corp. is amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2016 (“Original Annual Report”), for the sole purpose of including information in Part III, Items 10-14 and to update the Exhibit Index. This amendment does not amend or otherwise update any other information in the Original Annual Report. Accordingly, this amendment should be read in conjunction with the Original Annual Report and our filings with the SEC subsequent to the Original Annual Report.

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PART III

Item 10.            Directors, Executive Officers and Corporate Governance.

Board of Directors

Set forth below are the names, ages, and certain biographical information relating to our current directors, including specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve as a member of our Board of Directors.

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Executive Officers

Set forth below are the names, ages, and certain biographical information relating to our current executive officers.  The business address of each executive officer is Silver Bay Realty Trust Corp., 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act and the disclosure requirements of Item 405 of SEC Regulation S-K require that our directors and executive officers, and any persons holding more than 10% of our common stock (“10% holders”), file reports of ownership and changes in ownership with the SEC. Officers, directors and 10% holders are required by Item 405 of Regulation S-K to furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on a review of the copies of such reports furnished to us or written representations from reporting persons that all reportable transactions were reported, we believe that during the fiscal year ended December 31, 2016, all reports required to be filed pursuant to Section 16(a) by such executive officers, directors and 10% holders were timely filed.

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to detect and deter wrongdoing and to promote:

·                  honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·                  full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

·                  compliance with applicable governmental laws, rules and regulations;

·                  prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified in the Code; and

·                  accountability for adherence to the Code of Business Conduct and Ethics.

Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors may be made only by our Board of Directors or a committee thereof and will be promptly disclosed as required by law or stock exchange regulations. We intend to disclose in the Investor Relations section of our website at www.silverbayrealtytrustcorp.com any amendment to, or waiver from, our Code of Business Conduct and Ethics that are required to be disclosed by the rules of the SEC or the NYSE.

Audit Committee

Our Board of Directors has formed an Audit Committee. The Audit Committee is responsible for engaging our independent certified public accountants, preparing Audit Committee reports, reviewing with the independent certified public accountants the plans and results of the audit engagement, approving professional services provided by the independent certified public accountants, reviewing the independence of the independent certified public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal controls.

The Audit Committee is, and will at all times be, composed exclusively of “independent directors” as defined under the NYSE listing standards and who otherwise meet the NYSE listing standards.  Messrs. Carter and Kasnet and Ms. Dehne serve on the Audit Committee.  Each member of the Audit Committee is also financially literate, in that each of them is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, a listed company must certify that its audit committee has and will continue to have at least one member who is financially sophisticated in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The Board of Directors has determined that Mr. Kasnet meets the financial sophistication requirements of the NYSE and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

The Audit Committee’s purpose and responsibilities are more fully set forth in its charter, which is available under “Governance Documents” in the Investor Relations section of our website at www.silverbayrealtytrustcorp.com.

Item 11.            Executive Compensation.

The following section provides information with respect to the compensation of our named executive officers for 2016. Our named executive officers for 2016 were:

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(1)           Resigned as President and Chief Executive Officer on January 19, 2016

(2)           Removed as Chief Financial Officer and Treasurer on September 29, 2016

Summary Compensation Table

The Summary Compensation Table below sets forth disclosure for our named executive officers. The amounts in the Summary Compensation Table are calculated and disclosed according to SEC reporting requirements. Salary and Bonus compensation amounts are reflective of the compensation earned during the fiscal year. Stock awards reflect awards with a grant date during the fiscal year.

(1)                             Mr. Brock was appointed Interim President and Chief Executive Officer effective January 19, 2016 and permanent President and Chief Executive Officer on June 21, 2016.

(2)                             Amounts represent the aggregate grant date fair value of awards made each fiscal year, as computed in accordance with FASB ASC Topic 718. For additional information regarding the valuation assumptions, refer to Note 6 of our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. Fair value for restricted stock is calculated using the closing price of our common stock on the grant date. Fair value for the PSUs was estimated on the date of grant using a multifactor Monte Carlo simulation model, which estimated the value of each PSU based on the probable outcome of performance conditions. The maximum grant date fair value of the PSUs assuming that the highest level of performance conditions are achieved is as follows:

(3)                             Amounts reported for 2016 include 401(k) match payments made in 2016 in the following amounts: Mr. Shapiro - $15,900; Mr. Buechler - $15,900; and Ms. Battist - $15,900. Amounts reported for 2015 include 401(k) match payments made in 2015 in the following amounts: Mr. Shapiro - $15,900; Mr. Buechler - $15,900; Mr. Miller - $10,869; and Ms. Battist - $15,462.

(4)                             Amounts reported for 2016 include separation payments of $1.4 million for Mr. Miller and $418,288 for Ms. Battist.

Executive Compensation Overview

Our compensation programs are structured to align the interests of our executive officers with the interests of our stockholders. These programs are designed to attract, retain, and motivate a talented management team and to provide a framework that encourages attainment of the Company’s strategic goals and favorable financial results and stockholder returns over the long term. We pursue this alignment with stockholders through a pay-for-performance philosophy in which a mix of variable equity and cash compensation represents a significant component of an executive officer’s total potential compensation.

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Components of Executive Compensation

Our compensation programs use a combination of the following pay components:

Base Salary

Base salaries are designed to compensate our executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s career. In determining base salaries, our Compensation Committee considers each executive officer’s role and responsibilities, unique skills, future potential with our Company, salary levels for similar positions in our core markets and internal pay equity. As of the end of 2016, the base salaries for Messrs. Brock, Shapiro and Buechler were $450,000, $250,000 and $250,000, respectively. Mr. Brock received salary in 2016 exceeding his end of the year base salary level due to his higher in-place base salary for the months when he served as Interim Chief Executive Officer.

Annual Incentives

We provide annual incentives in the form of annual cash bonuses and restricted stock awards. Annual cash bonuses and restricted stock awards are intended to reward executive officers for both Company and individual performance related to our strategic and financial performance goals. Payment of any annual cash bonuses or restricted stock awards to our executive officers is ultimately made at the discretion of the Compensation Committee after consideration of the Company and executive’s performance and accomplishments during the year. Mr. Brock’s offer of employment identified a target annual incentive of 100% of his 2016 base salary and an understanding that this amount would be paid half in cash and half in restricted stock up to the target level and then 100% in restricted stock above the target level. Mr. Brock received a total annual incentive of $525,000 ($300,000 of which was paid in restricted stock granted in 2017 and not reflected in the Summary Compensation Table). In order to better align the interests of the executive officers with stockholders, the Compensation Committee seeks to ensure that a significant portion of annual incentives consist of restricted awards, which remain subject to holding requirements following vesting.

Long-Term Incentives

We provide long-term incentive compensation to our executive officers in the form of Performance Stock Units (“PSUs”). PSUs are intended to align the long-term interests of the executive officers with those of stockholders. Under all PSUs, such executive officers received dividend equivalent rights under which they will receive dividend equivalent right stock units on each ex-dividend date during the performance period which will be subject to the same conditions and restrictions as the PSUs. The Compensation Committee has retained the discretion to reduce the number of shares received on vest in its sole discretion.

2015 PSUs. The grant of PSUs to our executive officers was made on February 12, 2015. The number of shares of Silver Bay common stock to be paid on the vesting date for each PSU increases and decreases based on Silver Bay’s total stockholder return (stock price appreciation plus dividends) (“TSR”) during the performance period, which begins on the day of grant and ends on the three year anniversary of the day of grant. Subject to continued employment until the end of the performance period, each of these executive officers will be eligible to receive a number of shares of common stock in an amount determined by multiplying the target number of PSUs by the TSR Multiplier determined in accordance with the following table:

(1)                             To the extent the Company’s annualized TSR falls between two of the identified measurement points under the heading “Annualized TSR,” linear interpolation will be used to determine the TSR Multiplier.

The number of PSUs granted to our named executive officers on February 12, 2015 was as follows:

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2016 PSUs.

On June 21, 2016, we granted 30,000 PSUs (measured at target performance levels) to Mr. Brock. The number of shares of Silver Bay common stock to be paid on the vesting date for each PSU increases and decreases based on our TSR during the performance period, which begins on the day of grant and ends on the three year anniversary of the day of grant. Subject to continued employment until the end of the performance period, Mr. Brock will be eligible to receive a number of shares of common stock in an amount determined by multiplying the target number of PSUs by the TSR Multiplier determined in accordance with the following table:

(1)                             To the extent the Company’s annualized TSR falls between two of the identified measurement points under the heading “Annualized TSR,” linear interpolation will be used to determine the TSR Multiplier.

On June 21, 2016, we granted an additional 30,000 PSUs to Mr. Brock, which will vest based on the Company’s TSR during the performance period relative to a peer group index (the “Relative TSR PSUs”) comprised initially of those companies in the Apartment and Single Family Home subsectors of the FTSE NAREIT All REIT Index (the “Index”) with equal weighting provided to each subsector in constructing the peer group index. The number of shares of common stock eligible to be received will be determined by multiplying the target number of PSUs by the TSR Multiplier determined in accordance with the following table:

(1)                             To the extent the Company’s TSR performance compared to the Index TSR falls between two of the identified measurement points under the heading “TSR Relative to Peer Group,” linear interpolation will be used to determine the TSR Multiplier.

Notwithstanding the foregoing, the payout of any Relative TSR PSU will be capped at 110% if the Absolute PSU TSR during the performance period is negative.

Stock Holding Requirements

We believe that our directors and executive officers should hold a meaningful financial stake in the Company in order to further align their interests with those of our stockholders. Accordingly, our Board has established stock holding requirements that require our named executive officers, directors and other executive officers to hold 100% of all shares acquired under our equity incentive plans, net of shares withheld for taxes, until they reach ownership levels required by our stock ownership guidelines.

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Stock Ownership Guidelines

Severance and Change in Control Agreements

The following discussion does not reflect the amounts payable in accordance with our pending merger with TAH Acquisition Holdings LLC, which are discussed in our definitive proxy statement on Schedule 14A filed with the SEC on March 28, 2017. The proxy statement should be reviewed for information regarding the change of control payments expected to be made in connection with that transaction.

We entered into a Severance and Change in Control Agreement with each of Ms. Battist and Messrs. Buechler and Shapiro on January 21, 2016 and with Mr. Brock on June 21, 2016. Pursuant to these agreements, each executive will receive severance benefits if such executive’s employment is involuntarily terminated by us without cause or if such executive terminates employment with us for good reason, in each case irrespective of whether such termination is in connection with a change of control, subject to such executive executing a release of claims. If such a termination occurs, we will provide to the executive the following severance benefits:

·                  A lump sum payment equal to one times such executive’s annual base salary;

·                  If the termination occurs on or after July 1 of any year, an annual bonus equivalent to the cash portion of the annual bonus for the prior year, pro-rated based on the number of days during the year that such executive was employed by us or one of our subsidiaries;

·                  Reimbursement of a portion of COBRA premiums for 18 months after the date of termination, in an amount equal to the amount we would pay for a similarly situated active employee; and

·                  Full vesting of restricted stock awards granted prior to the date of the agreement.

Ms. Battist received the benefits described above as a result of her departure in September 2016.

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Outstanding awards made to our named executive officers under our Restated 2012 Equity Incentive Plan (the “2012 Plan”) and the related agreements have the following provisions with respect to payment in certain separation or change in control situations:

·                  the 2012 Plan and the restricted stock award agreements with our named executive officers provide for accelerated vesting of any unvested restricted stock awards in the event of termination of service without cause or due to death, disability or retirement or voluntary resignation with good reason;

·                  in a change of control:

·                  all restrictions and conditions on any restricted stock award held by a named executive officer will lapse and all such grants will be deemed fully vested in the grantee only after a subsequent involuntary termination without cause or voluntary termination for good reason;

·                  the PSUs will be converted to time-based restricted stock units that vest based on the original schedule as follows:

·                  Conversion —

·                  If the change of control occurs prior to the 18-month anniversary of the start of the performance period, the conversion will be based on the target award opportunity.

·                  If the change of control occurs after the 18-month anniversary, the conversion will be based on performance to date using actual results for completed quarters.

·                  Accelerated vesting — the converted awards will be accelerated if (a) the continuing entity fails to assume the awards, or (b) the participant is terminated without cause or terminates his or her service for good reason within the 24-month period following the change of control.

Under the 2012 Plan, a change of control is generally defined as the occurrence of any of the following events: (i) the acquisition of more than 50% of our voting shares by any person; (ii) the sale or disposition of all or substantially all of our assets; (iii) a merger, consolidation or statutory share exchange where our stockholders immediately prior to such event hold less than 50% of the voting power of the surviving or resulting entity; (iv) during any 12-calendar month period, our directors, including subsequent directors recommended or approved by our directors, at the beginning of such period cease for any reason other than due to death to constitute a majority of our Board of Directors; or (v) stockholder approval of our liquidation or dissolution.

Transition Services, Separation Agreement and Release with Mr. Miller

We entered into a Transition Services, Separation Agreement and Release with Mr. Miller on January 20, 2016. Pursuant to this agreement, Mr. Miller agreed to provide transition services to us through February 15, 2016 (the “Separation Date”) and to release certain claims he may have against the Company and other released parties. Pursuant to this agreement, we agreed to pay Mr. Miller (1) amounts earned as an employee through the Separation Date, (2) an amount equal to $1.4 million, and (3) a portion of the COBRA premiums to continue Mr. Miller’s medical coverage for 18 months, commencing in March 2016, in an amount equal to the amount we would pay for a similarly situated active employee.

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Outstanding Equity Awards at December 31, 2016

The following table shows all outstanding equity awards held by each of our named executive officers at December 31, 2016.

(1)                             This column reflects restricted stock awards that vest on an anniversary of the date of grant in accordance with the following schedule:

(2)                             The market value of unvested shares of restricted stock and PSUs is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing price of our common stock on December 31, 2016, which was $17.14.

(3)                             This column reflects outstanding and unearned PSUs that are scheduled to vest on the third anniversary of the date of grant in accordance with the following schedule and includes dividend equivalent right stock units credited since the grant date with respect to such awards:

(a)         The row represents PSUs as if they were earned at the maximum level for the 2016-2019 performance period since performance through December 31, 2016 was above the maximum level.

(b)         The row represents PSUs as if they were earned at the target level for the 2015-2018 performance period since performance through December 31, 2016 was above the threshold level.

Director Compensation

We pay our directors in accordance with our Board-approved Amended and Restated Director Compensation Policy. Pursuant to that policy, we pay director fees only to those members of our Board of Directors who are independent under the listing standards of the NYSE.

Our goal is to provide compensation for our independent directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee our affairs. We also seek to align the interest of our directors and our stockholders and we have chosen to do so by compensating our directors with a mix of cash and equity-based compensation. As a result, each independent director receives an annual fee of $100,000 for Board service; each chair of the Audit, Compensation and Nominating and Corporate Governance Committees receives an additional fee of $15,000, and our lead independent director receives an additional fee of $10,000.

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Cash Fees and Retainers

The $50,000 cash portion of the annual Board fee, the chair fees, and the lead independent director fees are payable quarterly in arrears, subject to the director’s continued service to the Company as an independent director, a committee chair or lead independent director, as applicable, on the last day of the preceding quarter. Such cash amounts are prorated in the case of service for less than the entire quarter.

Equity Awards and Equity Retainers

Initial Award for New Directors

On the date a new independent director becomes a member of the Board of Directors, each such independent director receives an award of restricted stock with a fair market value on the date of grant equal to $50,000 less a prorated amount based on the number of days that have elapsed since the last annual meeting of stockholders. The initial award will vest as to all of such shares on the date immediately preceding the date of the next annual meeting of the Company’s stockholders, subject to the director’s continued Board service through such vesting date.

Annual Equity Retainer for Continuing Board Members

Each continuing independent director receives an annual equity retainer in the form of an award of restricted stock with a fair market value of $50,000 on the date of each annual meeting of stockholders. This annual equity retainer for such independent directors will vest as to all of such shares on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of our annual meeting of stockholders for the year following the year of grant of the award, subject in each case, to the independent director’s continued service to the Company through the vesting date.

Provisions Applicable to All Equity Awards

All equity awards granted to directors are subject to the terms and conditions of the 2012 Plan, and the terms of the Restricted Stock Agreements entered into between the Company and each director in connection with such awards. The number of shares subject to issuance for a restricted stock award is determined based on (x) the dollar amount of the award divided by (y) the fair market value of our common stock on the date of grant. Furthermore, all vesting for any such awards to directors will terminate and become fully vested upon a change of control if the director also experiences a termination of service.

2016 Director Compensation Table

The following table sets forth the compensation earned by each person who served as a director at any time during the year ended December 31, 2016 (other than Mr. Miller whose compensation is fully reflected in the Summary Compensation Table under “Executive Compensation” below):

(1)                             Represents fees earned in fiscal year 2016.

(2)                             Represents the aggregate grant date fair value computed in accordance with Codification Topic Compensation - Stock Compensation (“ASC 718”).

(3)                             Reflects amounts earned prior to appointment as Interim President and Chief Executive Officer.

(4)                             Reflects a special payment of $15,000 in connection with Mr. Carter’s leadership of the Board’s CEO search committee.

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Compensation Committee Interlocks and Insider Participation

During 2016, Ms. Dehne and Messrs. Brock, Kasnet and Sanders served as members of the Compensation Committee. Mr. Brock stepped down from the Compensation Committee upon his appointment as our Interim President and Chief Executive Officer in January 2016. Mr. Sanders became a member of the Compensation Committee on September 22, 2016. None of the persons who served as members of the Compensation Committee in 2016 was, during or prior to 2016, an officer or employee of ours or any of our subsidiaries or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers serve as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of April 24, 2017, of each person or entity who we know to beneficially own 5% or more of the outstanding shares of our common stock, each of our named executive officers and directors, and all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.  In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of our common stock issuable pursuant to restricted stock units that are subject to vesting conditions expected to occur within 60 days of March 13 (including the acceleration of restricted stock awards in the merger under various change of control agreements), are deemed outstanding and beneficially owned by the person holding the restricted stock units.  Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o Silver Bay, 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447.  The percentages in the table below are based on 35,471,534 shares of our common stock outstanding as of April 24, 2017.  Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.  The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

*                                         Less than 1% of the outstanding shares of Silver Bay common stock

(1)                                 Consists of 1,844,914 shares held by Deephaven, Inc. and 462,601 shares held by the Kessler Family Limited Partnership.  Mr. Kessler is the sole owner, director and CEO of Deephaven, Inc. and is the general partner of the Kessler Family Limited Partnership. Mr. Kessler has sole voting and dispositive power over the shares held by Deephaven and the Kessler Family Limited Partnership. Mr. Kessler disclaims beneficial ownership with respect to the shares held by Deephaven and the Kessler Family Limited Partnership except to the extent of his pecuniary interest therein. Includes 1,844,914 shares pledged as collateral for a line of credit with an outstanding balance of $0. Excludes 743,837 common units of Silver Bay LP owned by Deephaven, Inc.

(2)                                 For Messrs. Carter and Kasnet and Ms. Dehne, includes 3,432 shares of restricted stock granted on May 17, 2016 to each independent director.  For Mr. Sanders, includes 2,179 shares of restricted stock granted on August 2, 2016.  For Mr. Weld, includes 1,055 shares of restricted stock granted on January 6, 2017.  These shares are scheduled to vest on May 16, 2017, subject to continued service to Silver Bay.

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(3)                                 Includes 14,863 shares of restricted stock that remain subject to vesting restrictions and will vest in the merger. Includes 67,174 shares held in a margin account.

(4)                                 For Messrs. Buechler and Wetmore and Ms. Ellis, includes 9,215, 13,288 and 7,218 of shares of restricted stock, respectively.

(5)                                 Information based solely on a Schedule 13G (Amendment No. 4) filed with the SEC by The Vanguard Group (“Vanguard”) on February 13, 2017 and a Schedule 13G (Amendment No. 3) filed with the SEC by Vanguard Specialized Funds - Vanguard REIT Index Fund (the “Vanguard Funds”) on February 14, 2017. The Schedule 13G/A filed by Vanguard states that, as of December 31, 2016, the reporting person has sole voting power as to 80,971 shares, shared voting power as to 46,920 shares, sole power to dispose of 4,967,076 shares and shared power to dispose of 85,862 shares. The Schedule 13G/A filed by the Vanguard Funds states that, as of December 31, 2016, the reporting person has sole voting power as to 2,551,418 shares. Vanguard has previously confirmed to us that the 2,551,418 shares reported as beneficially owned by the Vanguard Funds as of December 31, 2016 are included in the 5,052,938 shares reported as beneficially owned by Vanguard.

(6)                                 Information based solely on a Schedule 13G (Amendment No. 4) filed with the SEC by BlackRock, Inc. on January 26, 2017, which states that, as of December 31, 2016, the reporting person has sole voting power as to 3,181,546 shares and sole power to dispose of 3,284,132 shares.

(7)                                 Information based solely on a Schedule 13G (Amendment No. 1) filed with the SEC by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation on February 14, 2017, which states that, as of December 30, 2016, the reporting persons have sole voting power as to 2,665,500 shares and sole power to dispose of 2,665,500 shares.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2016 with respect to shares of our common stock that may be issued under our equity compensation plans.

(1)         Represents the maximum number of shares of common stock issuable upon vesting of outstanding performance stock units under our Restated 2012 Equity Incentive Plan (including applicable dividend equivalent rights).

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Related Person Transaction Policies

The Audit Committee has adopted and administers the Company’s written related person transaction policy. Under this policy, the Audit Committee must examine any transactions between the Company and a “related person”. With respect to the Audit Committee’s responsibilities, “related persons” are (i) directors, nominees for director and executive officers of the Company, (ii) beneficial owners of more than 5% of any class of the Company’s equity securities, (iii) immediate family members of the foregoing, and (iv) firms in which any of the foregoing are employed or have a greater than 5% beneficial

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interest. The thresholds for the application of this policy are transactions in which the amount exceeds $120,000, except for the following pre-approved transactions and arrangements that do not affect the determination of director independence:

·              executive officer or director compensation required to be disclosed under Item 402 of SEC Regulation S-K,

·              executive officer compensation approved by the Compensation Committee where the executive officer is not a family member of another executive officer or director and where such compensation would be disclosed under Item 402 of SEC Regulation S-K if such executive officer was a named executive officer,

·              transactions where all stockholders receive a proportional benefit, and

·              certain regulated transactions.

Transactions with Related Persons

We are not currently, and were not during the year ended December 31, 2016, party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Director Independence

The rules of the NYSE require that a majority of a company’s board of directors be composed of independent directors. An “independent director” is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, our Board of Directors has affirmatively determined that each of Mr. Carter, Ms. Dehne, Mr. Kasnet, Mr. Sanders, and Mr. Weld is an independent director.

Item 14.    Principal Accounting Fees and Services.

Auditor Fees

The aggregate fees incurred for professional services performed by EY were as follows for the years ended December 31, 2015 and 2016:

(a)         Audit Fees pertain to the audit of our annual Consolidated Financial Statements, including review of the interim financial statements contained in our Quarterly Reports on Form 10-Q, consents to the incorporation of the EY audit report in publicly filed documents and assistance with and review of documents filed with the SEC.

(b)         Audit-Related Fees pertain to assurance and related services provided by EY, including accounting consultations and audits in connection with proposed or consummated acquisitions, internal control reviews and consultation concerning financial accounting and reporting standards.

(c)          Tax Fees pertain to services performed for tax compliance, including REIT compliance, tax planning and tax advice, including preparation of tax returns and claims for refund and tax-payment planning services. Tax planning and advice also includes assistance with tax audits and appeals, and tax advice related to specific transactions.

All services performed by EY for 2016 were pre-approved in accordance with the pre-approval policy set forth in our Audit Committee Charter. This policy requires that all engagement fees and the terms and scope of all auditing and non-auditing services be reviewed and approved by the Audit Committee in advance of their formal initiation.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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*              The schedules and exhibits to this agreement have been omitted from this filing. The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.

**           Indicates a management contract or compensatory plan.

***         Filed with registrant’s Form 10-K filed on February 28, 2017, File No. 001-35760.

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