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 18, 2022
SPIRIT REALTY CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-36004 | | 20-1676382 |
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(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.)
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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Spirit Realty Capital, Inc. | Common stock, par value $0.05 per share | SRC | New York Stock Exchange |
Spirit Realty Capital, Inc. | 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | SRC-A | New York Stock Exchange |
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 ☐
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. ☐
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ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS |
On May 18, 2022, Spirit Realty Capital, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “Amended Plan”). The Amended Plan was adopted by the Board on March 29, 2022 and became effective on the date of the Annual Meeting on May 18, 2022.
The Amended Plan amends and restates the Company’s Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “2012 Plan”) and makes the following material changes to the 2012 Plan:
| (i) | Increases the number of shares available by 3,000,000 shares with an aggregate of 7,587,699 shares reserved for issuance under the Amended Plan; |
| (ii) | Increases the number of shares which may be granted as incentive stock options under the Amended Plan by 3,000,000 shares, such that an aggregate of 7,587,699 shares may be granted as incentive stock options under the Amended Plan; |
| (iii) | Provides that upon a termination due to death or disability, performance awards granted under the Amended Plan will vest and be deemed achieved at the greater of (i) target level of performance and (ii) actual achievement of applicable performance goals (unless provided otherwise in an individual agreement between the Company and a participant); |
| (iv) | Increases the maximum aggregate number of shares with respect to one or more awards that may be granted to any one person during any calendar year from 200,000 shares to 500,000 shares and increases the maximum amount that may be paid under a cash award to any one person during any calendar year by $5,000,000 to $6,000,000; |
| (v) | Provides for a $750,000 limit on the total aggregate value of cash compensation and equity-based awards for any non-employee director for such director’s service as a director during any fiscal year; |
| (vi) | Removes certain provisions from the Amended Plan which were otherwise required for awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code prior to its repeal under the Tax Cuts and Jobs Act of 2017; and |
| (vii) | Extends the right to grant awards under the Amended Plan through March 29, 2032. |
The terms and conditions of the Amended Plan are described in the section entitled “Proposal 3 – Approval of the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2022. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 18, 2022, the Company held its Annual Meeting. As of March 14, 2022, the record date for the Annual Meeting, there were 127,747,162 shares of common stock outstanding, holders of which were entitled to vote at the Annual Meeting. The Company solicited proxies for the Annual Meeting pursuant to Section 14(a) of the Securities Exchange Act of 1934.
The results of the matters voted upon at the Annual Meeting are as follows (note that voting results, where applicable, reflect fractional shares rounded to the nearest whole share):
Proposal 1: Election of Directors
The following director nominees were elected to serve as directors, each to hold office until the 2023 Annual Meeting of Shareholders or until his or her respective successor is duly elected and qualified, by the following voting results:
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Directors | For | Against | Abstentions | Broker Non-Votes |
Jackson Hsieh | 108,530,807 | 429,013 | 142,719 | 6,185,465 |
Kevin M. Charlton | 105,141,590 | 3,821,337 | 139,612 | 6,185,465 |
Elizabeth F. Frank | 108,005,514 | 962,034 | 134,991 | 6,185,465 |
Michelle M. Frymire | 108,631,630 | 335,440 | 135,469 | 6,185,465 |
Kristian M. Gathright | 108,086,504 | 879,906 | 136,129 | 6,185,465 |
Richard I. Gilchrist | 107,466,472 | 1,492,608 | 143,459 | 6,185,465 |
Diana M. Laing | 101,834,395 | 7,131,460 | 136,684 | 6,185,465 |
Nicholas P. Shepherd | 107,353,499 | 1,606,771 | 142,269 | 6,185,465 |
Thomas J. Sullivan | 107,818,017 | 1,139,979 | 144,543 | 6,185,465 |
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, 2022
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022 was ratified by the following voting results:
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Proposal 2 | For | Against | Abstentions | Broker Non-Votes |
Ratification of Ernst & Young LLP | 114,402,654 | 756,548 | 128,802 | --- |
Proposal 3: Approval of the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan
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Proposal 3 | For | Against | Abstentions | Broker Non-Votes |
Approval of Second Amended and Restated Incentive Award Plan | 105,973,365 | 2,910,920 | 218,254 | 6,185,465 |
Proposal 4: Non-Binding advisory vote to approve the compensation of the Company's named executive officers
The compensation of our named executive officers as disclosed in the proxy statement was approved in a non-binding advisory vote by the following voting results:
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Proposal 4 | Voted For | Voted Against | Abstentions | Broker Non-Votes |
Approval on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers | 105,262,518 | 3,591,368 | 248,653 | 6,185,465 |
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.
SPIRIT REALTY CAPITAL, INC. |
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By: | | /s/ Rochelle Thomas |
| | Rochelle Thomas Executive Vice President and General Counsel |
Date: May 20, 2022
