SEC Comment Letter for American Homes 4 Rent (AMH, AMH-PG, AMH-PH) (CIK 0001562401) (AMH) — Sep 1, 2022
American Homes 4 Rent (AMH, AMH-PG, AMH-PH) (CIK 0001562401)
Date: Sept. 1, 2022 · CIK: 0001562401 · Accession: 0000000000-22-009489
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File numbers found in text: 001-36013
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United States securities and exchange commission logo
August 31, 2022
David P. Singelyn
Chief Executive Officer
American Homes 4 Rent
23975 Park Sorrento
Suite 300
Calabasas, California 91302
Re:American Homes 4 Rent
Definitive Proxy Statement on Schedule 14A
Filed March 18, 2022
File No. 001-36013
Dear Mr. Singelyn:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 18, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which it would be appropriate to have the
Chair and CEO roles filled by a single individual, when shareholders would be notified of
any such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Chairperson plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Chairperson
may:
•represent the board in communications with shareholders and other stakeholders; or
•require board consideration of, and/or override your CEO on, any risk matters.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
FirstName LastNameDavid P. Singelyn
Comapany NameAmerican Homes 4 Rent
August 31, 2022 Page 2
FirstName LastName
David P. Singelyn
American Homes 4 Rent
August 31, 2022
Page 2
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Michael McTiernan