UNITED ~~STATESSECURITIES~~STATES ~~AND EXCHANGE COMMISSION~~

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): November 8 14, 2017

Starwood Waypoint Homes

(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction of incorporation) 001-36163(CommissionFile Number) 80-6260391(IRS EmployerIdentification No.)


Maryland	001-36163	80-6260391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8665 East Hartford Drive Scottsdale, AZ (Address of principal 85255 (Zip Code) executive offices)

8665 East Hartford Drive

Scottsdale, AZ

85255

(Address of principal executive offices)

(Zip Code)

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

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

Not ~~(Former~~applicable ~~name or former address, if changed since last report.)~~

~~Check~~(Former name ~~the~~or ~~appropriate~~former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below~~report):

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow if ~~Rule 425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~☐ Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c~~below): ~~under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Indicate~~☐ byWritten ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in as defined in~~ Rule ~~405~~425 ofunder the Securities Act of(17 ~~1933~~CFR (§ 230.~~405 of this chapter~~425) ~~or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).~~

☐	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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2 5.0207.~~Results~~ Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

OnA ~~November~~special meeting of shareholders of Starwood Waypoint Homes (“SFR”) was held at 8:00 a.m. local time on November 14, 2017 at 2021 McKinney Avenue, ~~Starwood~~Suite ~~Waypoint~~2000, ~~Homes~~Dallas, Texas 75201 (the “~~Company~~Special Meeting”) ~~issued~~to avote ~~press~~on ~~release~~the ~~containing~~proposals ~~financial~~set ~~results~~forth ofin the ~~Company~~definitive joint ~~and~~proxy astatement ~~supplemental~~/ ~~report~~information ofstatement ~~financial~~ and ~~operating~~prospectus ~~information~~dated ofOctober 16, 2017 (the ~~Company~~“Joint ~~for~~Proxy ~~the~~Statement”) ~~quarter~~and ~~ended~~first ~~September~~mailed 30to SFR’s shareholders on or about October 16, 2017. ~~Copies~~ A total of ~~the~~109,737,180 ~~press~~of ~~release~~SFR’s common ~~and~~shares ~~supplemental~~of ~~report~~beneficial ~~are~~interest, ~~attached~~par value $0.01 per share (“Shares”), out of a total of 128,328,585 outstanding Shares entitled to vote as ~~Exhibits~~of 99the close of business on October 13, 2017 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, which constituted a quorum.1 ~~and~~A 99summary of the voting results for the proposals is set forth below.2.

~~The~~Proposal ~~information included in Items 2~~No.~~02 and 9.01 of this Current Report on Form 8-K (including Exhibits~~ ~~99.~~1: ~~and~~The ~~99.2)~~REIT ~~are~~Merger ~~being~~Proposal furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether before or after the date hereof, except as shall be set forth by specific reference in any such filing.

~~Item~~At the Special Meeting, SFR shareholders voted upon, and approved by the requisite vote, a proposal (the “REIT Merger Proposal”) to approve the merger of SFR with and into IH Merger Sub, LLC (the “REIT Merger Sub”), a direct and wholly owned subsidiary of Invitation Homes Inc. (“INVH”), with REIT Merger Sub continuing as the surviving entity, pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2017, by and among SFR, INVH, Starwood Waypoint Homes Partnership, L.01P.~~Financial~~, ~~Statements~~Invitation Homes Operating Partnership LP and ~~Exhibits~~REIT Merger Sub (the “Merger Agreement”). Approval of the REIT Merger Proposal required the affirmative vote of the holders of a majority of the outstanding Shares. The votes on this proposal were as follows:

(d)	Exhibit No.	Description
Votes For		Votes Against	Abstentions
	99.1	Press Release, dated November 8, 2017, announcing the results of operations and financial condition of Starwood Waypoint Homes as of September 30, 2017 and for the quarter then ended.
109,195,231		141,855	400,094
	99.2	Supplemental Report, dated November 8, 2017.

Proposal No. 2: The Compensation Proposal

At the Special Meeting, SFR shareholders voted upon, and approved by the requisite vote, a non-binding advisory proposal to approve compensation arrangements for certain SFR executive officers in connection with the Merger Agreement and the transactions contemplated thereby. Approval of this proposal required that a majority of the votes cast by the SFR shareholders were cast in favor of the proposal. The votes on this proposal were as follows:


Votes For	Votes Against	Abstentions

108,262,728	1,097,290	377,162

Proposal No. 3: The Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting was not voted upon at the Special Meeting because the proposal was rendered moot due to the approval of the REIT Merger Proposal.

Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2017, which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement filed by SFR with the SEC on October 16, 2017. Assuming the satisfaction of such closing conditions, SFR expects the closing to occur on or about November 16, 2017.

Item 8.01.

Other Events.

On November 14, 2017, SFR issued a press release announcing the results of voting at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated November 14, 2017.

EXHIBIT LIST


Exhibit Number		Description

99.1		Press Release, dated November 14, 2017.

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~~		STARWOOD WAYPOINT HOMES
Dated: November 8, 2017	By:	/s/ Ryan Berry
November 14, 2017			By:	/s/ Ryan A. Berry
	~~Name:~~	~~Ryan Berry~~		Name:	Ryan A. Berry
	~~Title:~~	~~General Counsel~~		Title:	Executive Vice President, General Counsel and Secretary

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