Invitation Homes Inc.
For the period ended May 7, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Invitation Homes Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
The housing needs of American families continue to evolve, and the role Invitation Homes plays in today’s market has only grown more essential. While many people aspire to own a home, rising costs, limited supply, and lifestyle shifts have made leasing a high quality single family home an increasingly important and valued option. Families choose our homes for the savings and flexibility they offer, and they stay because of the experience our teams deliver every day.
Over the past year, Invitation Homes continued to execute with discipline and purpose. Our teams remained focused on delivering reliable growth, strengthening our foundation, and enhancing the resident experience that sets us apart. I am pleased to highlight several achievements from this past year:
| • | We again delivered solid operational and financial performance, supported by consistent demand, strong retention, and continued execution across our core growth markets. |
| • | We deepened our partnerships with leading homebuilders, allowing us to deliver thousands of newly constructed homes. |
| • | We advanced our efforts to bring additional supply to our markets through the launch of our developer lending program and our acquisition of ResiBuilt in January 2026, which together expand our ability to support builders, deliver well located new homes, and deepen our presence across high demand communities. |
| • | We continued to enhance the strength and flexibility of our balance sheet through proactive capital management and a disciplined approach to investment. |
| • | We sharpened our purpose and refreshed our core values, keeping Genuine CARE™ at the heart of how we serve residents. Our commitment to quality, responsiveness, and transparent communication drove strong customer satisfaction, supported sector leading occupancy, and contributed to an average resident tenure that continues to exceed three years. |
| • | Our associates showed meaningful commitment to the communities where we live and work by contributing thousands of volunteer hours, supporting our SkillUp partnerships, and participating in our matching gift program. |
These accomplishments position us well as we look to the year ahead, and they reflect the dedication of our teams and the trust our residents and stockholders place in us. With that momentum and our continued focus on disciplined growth and operational excellence, we now turn to the important business of our Annual Meeting.
It is my privilege to invite you to the 2026 Annual Meeting of Stockholders of Invitation Homes Inc. The meeting will be held virtually on May 7, 2026, at 9:30 a.m. Eastern Time. At the Annual Meeting, stockholders will be asked to elect directors for a one year term, ratify the selection of our independent auditor, approve the compensation of our named executive officers, approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan, and address the other matters described in the accompanying Notice and Proxy Statement.
Your vote is important. Whether or not you plan to attend the meeting, I encourage you to vote your shares at your earliest convenience. You may vote by mail, and most stockholders also have access to Internet or telephone voting. Instructions are included with your proxy materials. Thank you for your investment in Invitation Homes and for your continued confidence in our company.
Dallas B. Tanner
Co-founder, President & Chief Executive Officer
Notice of 2026 Annual Meeting of Stockholders
| Date and Time Thursday, May 7, 2026 9:30 a.m. Eastern Time Virtual Location www.virtualshareholder meeting.com/INVH2026 Record Date March 17, 2026 | Items of Business Proposal | Voting Recommendation | Additional Information |
|---|---|---|---|
| 1 | To elect the director nominees listed in the Proxy Statement. | FOR each nominee | page 6 |
| 2 | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | FOR | page 44 |
| 3 | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | FOR | page 48 |
| 4 | To approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan. | FOR | page 88 |
Virtual Location
You will be able to attend the Annual Meeting, vote, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVH2026. You will need your 16-Digit Control Number included on your Notice of 2026 Annual Meeting of Stockholders or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
Record Date
The Board of Directors of Invitation Homes Inc. established the close of business on March 17, 2026, as the record date for the Annual Meeting. Accordingly, holders of record of our common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments of the meeting.
Voting By Proxy
To ensure your shares are voted, you may vote your shares over the Internet, by telephone, or by requesting a proxy card to complete, sign, and return by mail. If your shares are held by a broker, bank, or other nominee, please follow their instructions to authorize your proxy.
By Order of the Board of Directors of Invitation Homes Inc.,
Mark A. Solls Executive Vice President, Chief Legal Officer and Secretary / Dallas, Texas / March 26, 2026 This Notice of 2026 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about March 26, 2026.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 7, 2026 The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and Invitation Homes Inc.’s Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.
Table of Contents
| General Information | 1 |
|---|---|
| Proposal No. 1—Election of Directors | 6 |
| Nominees for Election to the Board of Directors in 2026 | 9 |
| Director Nomination Process | 14 |
| Director Succession Planning and Board and Committee Refreshment | 15 |
| Compensation of Directors | 17 |
| 2025 Annual Director Compensation Program | 17 |
| The Board of Directors and Certain Governance Matters | 19 |
| Corporate Governance | 19 |
| Director Independence and Independence Determinations | 20 |
| Board Structure | 21 |
| Committees of the Board of Directors; Meetings of the Board of Directors and its Committees | 22 |
| Report of the Audit Committee | 23 |
| Compensation and Management Development Committee Report | 24 |
| 2026 Committee Composition | 26 |
| Board and Committee Evaluations | 27 |
| Limitation on Other Board and Audit Committee Service | 28 |
| Executive Sessions | 28 |
| Management Development and Succession Planning | 28 |
| Corporate Governance Guidelines | 29 |
| Code of Business Conduct and Ethics | 29 |
| Insider Trading Policy | 29 |
| Communications with the Board | 29 |
| Stockholder Engagement Process | 30 |
| Oversight of Risk Management | 31 |
| Sustainability and Corporate Responsibility | 35 |
| Proposal No. 2—Ratification of Independent Registered Public Accounting Firm | 44 |
| Audit and Non-Audit Fees | 44 |
| Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 45 |
| Executive Officers of the Company | 46 |
| Proposal No. 3—Non-Binding Advisory Vote to Approve Executive Compensation | 48 |
| Executive Compensation—Compensation Discussion and Analysis | 49 |
| Introduction | 49 |
| Executive Summary | 49 |
|---|---|
| 2025 Performance Highlights | 50 |
| Strong Compensation Governance | 51 |
| 2025 Advisory Vote on Executive Compensation | 54 |
| Executive Compensation Objectives and Philosophy | 54 |
| Determination of Compensation | 55 |
| Other Matters | 72 |
| Summary Compensation Table | 74 |
| 2025 Grants of Plan-Based Awards Table | 75 |
| Outstanding Equity Awards at 2025 Fiscal Year End | 76 |
| 2025 Stock Vested Table | 77 |
| Potential Benefits upon a Termination or Change in Control | 77 |
| CEO Pay Ratio | 82 |
| Pay Versus Performance | 83 |
| Relationship Between Compensation Actually Paid and Performance Measures | 85 |
| Proposal No. 4—Approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan | 88 |
| Background | 88 |
| The 2026 Plan Combines Compensation and Governance Best Practices | 88 |
| Why We Believe You Should Vote to Approve the 2026 Plan | 89 |
| Information on Equity Compensation Plans as of the Record Date | 90 |
| Background of Determination of Shares Under the 2026 Plan | 90 |
| Stockholder Approval | 90 |
| Material Terms of the 2026 Plan | 91 |
| Equity Compensation Plan Information | 99 |
| Ownership of Securities | 100 |
| Transactions with Related Persons | 102 |
| Indemnification Agreements | 102 |
| Policy Regarding Transactions with Related Persons | 102 |
| Stockholder Proposals for the 2027 Annual Meeting | 103 |
| Company Documents | 104 |
| Householding of Proxy Materials | 104 |
| Other Business | 104 |
| ANNEX A: Non-GAAP Reconciliations | A-1 |
| ANNEX B: Invitation Homes Inc. 2026 Omnibus Incentive Plan | B-1 |
Web links throughout this document are provided for convenience only, and the content on the referenced
websites does not constitute a part of this Proxy Statement.
2026 Proxy Statement
Proxy Statement
March 26, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.