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| 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 4, 2016
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| VEREIT, INC. |
| (Exact name of Registrant as specified in its charter) |
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| Maryland | | 001-35263 | | 45-2482685 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 2325 E. Camelback Road, Suite 1100 |
| Phoenix, AZ 85016 |
| (Address of principal executive offices, including zip code) |
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| (800) 606-3610 |
| (Registrant's telephone number, including area code) |
| (Former name or former address, if changed since last report) |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2016, VEREIT, Inc., a Maryland corporation (the “Company”), held its 2016 annual meeting of stockholders (the “Annual Meeting”). As of March 9, 2016, the record date for the Annual Meeting, there were 904,788,479 common shares of the Company issued and outstanding and entitled to vote at the Annual Meeting.
Proposal 1 considered at the Annual Meeting was the election of seven directors for a one-year term to serve until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified. Pursuant to the Company’s bylaws, director nominees in uncontested elections must receive more votes cast in favor of their election than against their election in order to be elected. Each of proposals 2 and 3, described below, also required the affirmative vote of a majority of the votes cast on each such proposal in order to pass.
The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.
Proposal No. 1 — Election of Seven Directors to Serve Until the 2017 Annual Meeting and Until Their Respective Successors are Duly Elected and Qualified
All of the director nominees as listed in the proxy statement were elected as follows:
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| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Glenn J. Rufrano | 627,896,229 | | 6,557,012 | | 1,551,629 | | 156,543,301 |
| Hugh R. Frater | 627,769,602 | | 6,598,416 | | 1,636,852 | | 156,543,301 |
| Bruce D. Frank | 617,256,192 | | 17,114,510 | | 1,634,168 | | 156,543,301 |
| David B. Henry | 628,565,019 | | 5,725,776 | | 1,714,075 | | 156,543,301 |
| Mark S. Ordan | 618,521,949 | | 15,843,586 | | 1,639,335 | | 156,543,301 |
| Eugene A. Pinover | 628,896,397 | | 5,430,939 | | 1,677,534 | | 156,543,301 |
| Julie G. Richardson | 617,598,052 | | 16,985,413 | | 1,421,405 | | 156,543,301 |
Proposal No. 2 — Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016
The Company’s stockholders of record ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 as follows:
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| Votes For | | Votes Against | | Abstentions |
| 786,095,304 | | 1,370,396 | | 5,082,471 |
Proposal No. 3 — Consideration of a Non-Binding Advisory Resolution Approving the Named Executive Officers’ Compensation as Described in the Company’s Proxy Statement
The Company’s stockholders of record approved the compensation described for the Company’s named executive officers as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 602,101,200 | | 29,816,045 | | 4,087,625 | | 156,543,301 |
No other proposals were submitted to a vote of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | VEREIT, INC. | |
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| | By: | /s/ Lauren Goldberg | |
| | Name: | Lauren Goldberg | |
| | Title: | Executive Vice President, General Counsel and Secretary | |
| Date: May 5, 2016 | | | |
