Washington, D.C. 20549



(RULE 14a‑101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant  x

Filed by a party other than the Registrant  o


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 Pursuant to §240.14a-12

TRI Pointe Group, 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 the appropriate box):  o


No fee required.


Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.



Title of each class of securities to which transaction applies:




Aggregate number of securities to which transaction applies:




Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):




Proposed maximum aggregate value of transaction:




Total fee paid:



Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:




Form, Schedule or Registration Statement No.:




Filing Party:




Date Filed:






May 24, 2016



2016 Annual Meeting of TRI Pointe Group, Inc. Stockholders

Dear Fellow Stockholder:

You recently received a notice of availability of proxy materials for the 2016 annual meeting of stockholders of TRI Pointe Group, Inc. ("TRI Pointe") that will be held on June 3, 2016.  In the proxy statement, the Board of Directors ("Board") recommends a vote "FOR" each of the eight nominees standing for election (Proposal No. 1).  I am writing to provide you with additional information regarding one of our highly qualified directors and Chairman of the Board – Barry S. Sternlicht.

Two proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, are recommending that you withhold your votes for Mr. Sternlicht due to his other executive and board commitments.  The Board believes these recommendations are the product of a "one-size-fits-all" approach to corporate governance that fails to take into account individual circumstances and performance.  Mr. Sternlicht currently serves as the Chairman of the Board of Directors and the Chief Executive Officer of Starwood Property Trust, Inc. (NYSE: STWD).  He also serves as Co-Chairman of the Board Trustees of Colony Starwood Homes (NYSE: SFR) and on the Board of Directors of one other U.S. public company and two non-U.S. public company boards.  Although these positions constitute a significant undertaking and time commitment for Mr. Sternlicht, the Board strongly disagrees with the recommendations of ISS and Glass Lewis.  The Board therefore asks that you consider the following:



Mr. Sternlicht has amply demonstrated his ability to manage his corporate and board obligations.  For instance, he has attended every meeting of the Board, and of the committees on which was serving, in 2014 and 2015.



Mr. Sternlicht has unparalleled experience in investment management and real estate finance and development.



Mr. Sternlicht has served as a director of TRI Pointe since its initial public offering in 2013 and was instrumental in the successful completion of the company's 2014 merger transaction with Weyerhaeuser Real Estate Company (WRECO).



Mr. Sternlicht has intimate knowledge of TRI Pointe due to the Starwood Fund's longstanding investments in TRI Pointe.



Most of Mr. Sternlicht’s board commitments relate to companies in which Starwood Capital Group has a direct or indirect investment.

Mr. Sternlicht is an invaluable member of the Board and his commitment to the Board is in no way undermined or negatively impacted by his other commitments.

For the reasons stated above, the Board urges you to vote FOR each of the eight nominees standing for election at our 2016 annual meeting of stockholders, including Mr. Sternlicht.  Thank you for your consideration.

Very Truly Yours,


Steven J. Gilbert

Lead Independent Director

TRI Pointe Group, Inc.