Independent
Tenure on this board
8.5 yrs
Also a director at
Vornado Realty Trust (VNO)
9 nominees · 4 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as independent auditor; approve, on advisory basis, executive compensation (say-on-pay); approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan.
Elect nine director nominees to serve one-year terms.
Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
This management proposal asks stockholders to ratify the Audit Committee's selection of Deloitte & Touche LLP as Invitation Homes’ independent registered public accounting firm for 2026. Although ratification is not legally required, the Board seeks shareholder input on auditor selection as a governance practice. The Audit Committee and Board recommend FOR, citing Deloitte’s qualifications and the continuity and oversight benefits. Key context includes disclosure of audit, audit-related, and tax fees paid to Deloitte in 2025 and 2024, and a pre-approval policy for services to preserve auditor independence. A ratification vote is routine; approval would not bind the Audit Committee but signals shareholder support; a negative vote would prompt the Audit Committee to reevaluate the selection.
Non-binding advisory vote to approve compensation paid to named executive officers.
This management proposal requests a non-binding advisory affirmation of the Company’s 2025 executive compensation program (say-on-pay). Management explains the program’s pay-for-performance design, heavy weighting toward performance-based long-term incentives, rigorous metrics (AFFO per share, Same Store Core Revenue Growth, Adjusted EBITDA Margin for annual incentives; TSR relative to MSCI US REIT and Same Store NOI Growth for LTIP), governance features (clawback policy, independent compensation consultant, no employment agreements, stock ownership guidelines), and details of 2025 payouts and grant structures. The Board recommends FOR, noting prior strong shareholder support and engagement. The advisory vote is non-binding but informs the Compensation Committee’s decisions.
Approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan to replace the 2017 Plan and authorize up to 17,500,000 new shares plus carryforward.
Management asks shareholders to approve a new omnibus equity plan that would replace the expiring 2017 Plan and provide a share reserve equal to 17.5 million new shares plus certain carryforwards from the 2017 Plan and awards that become available. The Board recommends FOR, arguing that equity awards are critical to attract, retain and align employees and directors with stockholders. The 2026 Plan includes governance features such as no evergreen, no repricing without shareholder approval, minimum one-year vesting (with limited exceptions), limits on director awards, prohibited share recycling practices, and customary change-in-control and adjustment provisions. The Board considered historical burn rate (~0.16% three-year average), current overhang (approx. 1.5%), and projected overhang (approx. 4.2% if adopted) and concluded the reserve is reasonable. Approval would allow the Company to continue granting long-term equity incentives; failure to approve would interrupt the Company’s equity compensation program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.32% | 49,395,303 | $1.2B |
| 2 | STATE STREET CORP | 6.60% | 39,226,536 | $986M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.26% | 37,173,926 | $924M |
| 4 | COHEN STEERS, INC. | 5.92% | 35,178,976 | $874M |
| 5 | BlackRock, Inc. | 4.30% | 25,525,187 | $634M |
| 6 | BlackRock, Inc. | 3.09% | 18,333,814 | $456M |
| 7 | APG Asset Management US Inc. | 2.69% | 15,975,264 | $397M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.60% | 15,444,944 | $382M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 2.26% | 13,407,667 | $333M |
| 10 | FMR LLC | 2.14% | 12,690,032 | $315M |
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