UNITED STATES
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): May 10, 2019
SPIRIT REALTY CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Maryland (Spirit Realty Capital, Inc.) | 001-36004 | 20-1676382 (Spirit Realty Capital, Inc.) | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2727 North Harwood Street, Suite 300
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 476-1900
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.05 par value per share | SRC | New York Stock Exchange |
| 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | SRC-A | New York Stock Exchange |
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 (see General Instruction A.2. below):
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))
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
Emerging growth company o
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. o
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 9, 2019, Spirit Realty Capital, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). As of March 14, 2019, the record date for the 2019 Annual Meeting, there were 86,110,804 shares of common shares outstanding and entitled to vote at the 2019 Annual Meeting. The Company solicited proxies for the 2019 Annual Meeting pursuant to Section 14(a) of the Securities Exchange Act of 1934.
At the 2019 Annual Meeting, the shareholders of the Company:
| • | elected Jackson Hsieh, Kevin M. Charlton, Todd A. Dunn, Richard I. Gilchrist, Sheli Z. Rosenberg, Thomas D. Senkbeil, Nicholas P. Shepherd, Diana M. Laing and Elizabeth F. Frank to the board of directors of the Company (the "Board"); |
| • | ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; |
| • | approved the Third Amendment to the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty L.P. Incentive Award Plan (the "Plan") which will increase the number of shares of common stock reserved for issuance under the Plan by 2,300,000 shares; and |
| • | approved, on an advisory basis, the compensation of the Company's named executive officers. |
The results of the matters voted upon at the 2019 Annual Meeting were as follows:
Proposal 1: Election of Directors
Proposal 1 considered at the 2019 Annual Meeting was the election of nine directors to serve on the Board until the 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify.
The director nominees were elected with the following voting results:
| Directors | Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||
| Jackson Hsieh | 70,048,314 | 2,904,121 | 110,227 | 6,001,504 | ||||
| Kevin M. Charlton | 68,446,835 | 4,505,866 | 109,961 | 6,001,504 | ||||
| Todd A. Dunn | 72,197,302 | 755,194 | 110,166 | 6,001,504 | ||||
| Richard I. Gilchrist | 69,346,845 | 3,605,938 | 109,880 | 6,001,503 | ||||
| Sheli Z. Rosenberg | 68,722,471 | 4,231,136 | 109,055 | 6,001,504 | ||||
| Thomas D. Senkbeil | 72,192,592 | 759,051 | 111,020 | 6,001,503 | ||||
| Nicholas P. Shepherd | 71,652,728 | 1,297,002 | 112,933 | 6,001,503 | ||||
| Diana M. Laing | 72,428,310 | 525,970 | 108,383 | 6,001,503 | ||||
| Elizabeth F. Frank | 72,804,952 | 146,594 | 111,117 | 6,001,503 | ||||
Proposal 2: Ratification of the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ended December 31, 2019
| Proposal 2 | Voted For | Voted Against | Abstentions | Broker Non-Votes |
| Ratification of Ernst & Young | 78,824,187 | 105,430 | 134,549 | --- |
Proposal 3: Approval of the Third Amendment to the Plan which will increase the number of common stock reserved for issuance under the Plan by 2,300,000 shares
| Proposal 3 | Voted For | Voted Against | Abstentions | Broker Non-Votes |
| Approval of the Third Amendment to the Plan | 54,880,597 | 17,898,536 | 283,529 | 6,001,504 |
Proposal 4: Advisory vote to approve the compensation of the Company's named executive officers
| Proposal 4 | Voted For | Voted Against | Abstentions | Broker Non-Votes |
| Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers | 39,254,549 | 32,008,761 | 1,799,351 | 6,001,505 |
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.
| SPIRIT REALTY CAPITAL, INC. | ||
| Date: May 10, 2019 | By: | /s/ Jay Young |
Jay Young Executive Vice President, General Counsel and Secretary | ||