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EX-10.1 - EX-10.1 - Starwood Waypoint Homessfr-ex101_6.htm

 

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): August 9, 2017

 

Starwood Waypoint Homes

(Exact name of registrant as specified in its charter)

Maryland

 

001-36163

 

80-6260391

(State or Other Jurisdiction of

 Incorporation or Organization)

 

(Commission file number)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

8665 East Hartford Drive Scottsdale, AZ

 

 

85255

(Address of principal executive offices)

 

 

(Zip Code)

(480) 362-9760
(Registrant’s telephone number, including area code)

Not applicable
(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 (see General Instruction A.2. below):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 9, 2017, the Compensation Committee (the “Compensation Committee”) of the board of trustees of Starwood Waypoint Homes (the “Company”) amended the award agreements (the “Amendments”) for the performance share awards (“Performance Shares”) awarded on February 2, 2017.  Pursuant to the Amendments, if the Company experiences a Change of Control (as defined in the Amended Agreements, which such definition would include the recently announced merger with Invitation Homes Inc.) during year one of the three-year period of the Performance Shares, the Performance Shares shall vest based on the Company’s actual performance from the beginning of measurement period through the date of the Change of Control rather than as if “Target” levels had been achieved.  All other terms of the Performance Shares, as described in the Company’s Current Report on Form 8-K filed on February 8, 2017, were unchanged.

The foregoing summary of the Amendments is not complete and is qualified in its entirety by the full text of the Amendments, the form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

 

Description

10.1

 

Form of Amendment to Performance Share Award Agreement

 


 


 

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.

 

STARWOOD WAYPOINT HOMES

 

 

 

 

 

 

Dated: August 15, 2017

By:

___/s/ Ryan Berry_______________________________________

 

 

Name: Ryan Berry

 

 

 

Title:  Executive Vice President,

General Counsel and Secretary

 

 

 

 


 


 

Exhibit Index

Exhibit No.

 

Description

10.1

 

Form of Amended Performance Share Award Agreement