8-K 1 a2019annualmeeting8k.htm 8-K 2019 ANNUAL MEETING Document


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