8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  September 30, 2014

Silver Bay Realty Trust Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-35760	90-0867250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3300 Fernbrook Lane North, Suite 210

Plymouth, MN 55447

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:   (952) 358-4400

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:

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2014, Silver Bay Realty Trust Corp. (the “Company” or “Silver Bay”) entered into arrangements with David N. Miller, Christine Battist and Larry Shapiro, each a named executive officer of the Company, regarding their base salary. The base salary of each named executive officer will remain the same as his or her current salary, except that these salaries will now be paid by Silver Bay as a result the internalization of the management of the Company (the “Internalization”). Mr. Miller’s base salary is $350,000; Ms. Battist’s base salary is $250,000; and Mr. Shapiro’s base salary is $250,000. Each named executive officer is also eligible to receive discretionary bonuses from the Company. Upon closing of the Internalization, Mr. Miller became eligible to participate in Silver Bay’s equity incentive plan. Ms. Battist and Mr. Shapiro will also continue to be eligible to participate in Silver Bay’s equity incentive plan under the same terms as prior to the Internalization. The Company will also pay premiums for continuation medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, through December 31, 2014 for Mr. Miller and Ms. Battist.

The contingent resignation of Brian C. Taylor as a member and Chairman of the Board of Directors of the Company, and the contingent appointment of Irvin R. Kessler as Chairman of the Board of Directors, both previously disclosed by the Company on a Current Report on Form 8-K, became effective upon the closing of the Internalization.

The Internalization was completed pursuant to the terms of the Contribution Agreement, dated August 3, 2014 (the “Contribution Agreement”), among the Company, Pine River Domestic Management L.P. (“Pine River”), Provident Real Estate Advisors LLC (“Provident”), PRCM Real Estate Advisers LLC and Silver Bay Operating Partnership L.P. The terms of the Internalization were previously disclosed by the Company on a Current Report on Form 8-K filed on August 4, 2014.

Item 5.07    Submission of Matters to a Vote of Security Holders

On September 30, 2014, the Company, held a Special Meeting of Stockholders (the “Special Meeting”) to approve the Internalization. Of the 38,473,376 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting on the August 18, 2014 record date, 25,510,453 shares, or approximately 66.3% were present at the Special Meeting either in person or by proxy.

The following describes the matters considered by the Company’s stockholders at the Special Meeting, as well as the results of votes cast at the Special Meeting.

Proposal No. 1:

To approve the Contribution Agreement, and the transactions contemplated by the Contribution Agreement, pursuant to which the Company will internalize the management of the Company through the acquisition of PRCM Real Estate Advisers LLC in exchange for the issuance of 2,231,511 common units of Silver Bay Operating Partnership L.P.

	For	Against	Abstain	Broker Non-Vote
All shares	23,439,219	207,109	1,864,125	—
Excluding certain interested shares*	20,878,176	207,109	1,864,125	0

____________

* Pursuant to the Contribution Agreement, Proposal No. 1 required the approval of a majority of all votes cast by stockholders entitled to vote on such proposal other than Pine River, Provident, any of their affiliates, or any other stockholder determined to have a material financial interest in the Internalization.

Proposal No. 2:

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the Internalization.

2

For	Against	Abstain	Broker Non-Vote
23,281,286	2,092,868	136,299	—

As a result of the votes cast at the Special Meeting, both proposals were each approved by the Company’s stockholders. It was not necessary to adjourn the Special Meeting under the authority granted by Proposal No. 2 because there were sufficient votes at the time of the Special Meeting to approve Proposal No. 1.

Item 8.01    Other Events

On September 30, 2014, Silver Bay announced the closing of the Internalization. A copy of the press release announcing the closing of the Internalization is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits.

Item No.	Description
99.1	Press release issued by Silver Bay Realty Trust Corp. dated September 30, 2014.

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SIGNATURES

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.

	SILVER BAY REALTY TRUST CORP.
	By:	/s/ Daniel J. Buechler
		Daniel J. Buechler
		General Counsel and Secretary
Date: October 3, 2014

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Exhibit Index

Item No.	Description
99.1	Press release issued by Silver Bay Realty Trust Corp. dated September 30, 2014.

EX-99.1

Silver Bay Realty Trust Corp. Completes Internalization of Its Management

NEW YORK, September 30, 2014 - Silver Bay Realty Trust Corp. (NYSE: SBY) (the “Company” or “Silver Bay”) announced today that it has closed the previously announced transaction to internalize the Company’s management (the “Internalization”) after receiving the required stockholder approval for the transaction. The Internalization was completed under the terms of a contribution agreement (the “Contribution Agreement”) among Silver Bay, Pine River Domestic Management L.P., Provident Real Estate Advisors LLC, PRCM Real Estate Advisers LLC (the “Manager”), and Silver Bay Operating Partnership L.P., Silver Bay’s operating partnership (the “Operating Partnership”), pursuant to which Silver Bay acquired the Manager in exchange for 2,231,511 common units of the Operating Partnership.

“The successful completion of the management internalization is a significant milestone for Silver Bay,” said David N. Miller, Silver Bay’s President and Chief Executive Officer. “The transaction will benefit our stockholders by enhancing the Company’s cash flow profile beginning in the fourth quarter. We look forward to the next phase of our Company’s growth and development as a leading institution in the single family rental industry.”

Silver Bay now owns all material assets and intellectual property rights of the Manager previously used in the conduct of its business and continues to be managed by officers and employees who worked for the Manager and became employees of Silver Bay or a subsidiary thereof as a result of the Internalization. David N. Miller, Silver Bay’s President and Chief Executive Officer, Christine Battist, Silver Bay’s Chief Financial Officer and Treasurer, and Lawrence B. Shapiro, Silver Bay’s Chief Operating Officer, continue to serve in those roles. Upon closing of the Internalization, Irvin R. Kessler assumed his position as Chairman of the Board following the resignation of Brian C. Taylor, which resignation was made pursuant to the Contribution Agreement and effective as of the closing of the Internalization. In addition, Daniel J. Buechler, who previously worked for the Manager, was appointed Silver Bay’s General Counsel following the resignation of Timothy W.J. O’Brien, who continues to serve as General Counsel and Chief Compliance Officer of Pine River.

Silver Bay Realty Trust Corp.

Silver Bay Realty Trust Corp. is a Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties for rental income and long-term capital appreciation. Silver Bay owns single-family properties in Arizona, California, Florida, Georgia, Nevada, North Carolina, Ohio and Texas. Silver Bay has elected to be taxed as a REIT for U.S. federal tax purposes.Additional information can also be found on the company’s website: www.silverbayrealtytrustcorp.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include the timing of the transaction and involve significant risks and uncertainties that could cause actual results to differ materially from expected results.

Factors that could cause actual results to differ include failure to successfully manage the integration of the Manager into the Company and higher than expected expenses as a result of the Internalization.

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Silver Bay does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Additional information concerning these and other risk factors is contained in Silver Bay’s most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning Silver Bay or matters attributable to Silver Bay or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

Contact

Anh Huynh, Director of Investor Relations, Silver Bay Realty Trust Corp., ahuynh@silverbaymgmt.com, 952-358-4400.