SEC 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 11, 2016
 
Spirit Realty Capital, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
0001-36004
20-1676382
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)

(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 Instructions A.2.):
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 11, 2016, Spirit Realty Capital, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the Company’s stockholders approved the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “Amended 2012 Plan”), which amends the original Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “2012 Plan”) by: (i) increasing the number of shares available by 5,500,000 shares (to a total of 11,438,497 shares); (ii) imposing a $500,000 limit on the total aggregate value of equity-based awards granted under the Amended 2012 Plan for any non-employee director during any calendar year; and (iii) requiring that dividends and dividend equivalents payable in respect of performance-vesting awards be subject to the same vesting conditions as those applicable to the underlying awards. A copy of the Amended 2012 Plan was attached as Appendix A to the definitive proxy statement for the 2016 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 11, 2016 (the “Proxy Statement”). The terms and conditions of the Amended 2012 Plan are incorporated herein by reference.
ITEM 5.07
Submission of Matters to a Vote of Security Holders.


(a)    On May 11, 2016, the Company held its 2016 Annual Meeting. As of March 18, 2016, the record date for the 2016 Annual Meeting, there were 441,819,964 common shares outstanding and entitled to vote at the 2016 Annual Meeting. The Company solicited proxies for the 2016 Annual Meeting pursuant to Section 14(a) of the Securities Exchange Act of 1934.
(b)    At the 2016 Annual Meeting, the stockholders of the Company:
i.
elected Kevin M. Charlton, Todd A. Dunn, David J. Gilbert, Richard I. Gilchrist, Diane M. Morefield, Thomas H. Nolan Jr., Sheli Z. Rosenberg, Thomas D. Senkbeil, Nicholas P. Shepherd to the board of directors of the Company (the "Board");
ii.
ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
iii.
approved the Amended 2012 Plan, which increased the number of shares of common stock reserved for issuance thereunder by 5,500,000 shares; and
iv.
approved, on an advisory basis, the compensation of the Company's named executive officers.
The results of the matters voted upon at the 2016 Annual Meeting were as follows:
Proposal 1:    Election of Directors as described in the Proxy Statement
Proposal 1 considered at the 2016 Annual Meeting was the election of nine directors to serve on the Board until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualify.
The nominees were elected with the following voting results:
Directors
 
Voted For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
Kevin M. Charlton
 
334,131,800
 
 
6,225,098
 
 

 
 
39,229,158
 
Todd A. Dunn
 
337,304,830
 
 
3,052,068
 
 

 
 
39,229,158
 
David J. Gilbert
 
335,231,587
 
 
5,125,311
 
 

 
 
39,229,158
 
Richard I. Gilchrist
 
335,213,670
 
 
5,142,228
 
 

 
 
39,229,158
 
Diane M. Morefield
 
338,700,273
 
 
1,656,625
 
 

 
 
39,229,158
 
Thomas H. Nolan, Jr.
 
332,644,647
 
 
7,712,251
 
 

 
 
39,229,158
 
Sheli Z. Rosenberg
 
334,058,920
 
 
6,297,978
 
 

 
 
39,229,158
 
Thomas D. Senkbeil
 
338,653,628
 
 
1,703,270
 
 

 
 
39,229,158
 
Nicholas P. Shepherd
 
321,447,513
 
 
18,909,385
 
 

 
 
39,229,158
 





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, 2016 as described in the Proxy Statement.

Proposal 2
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
Ratification of Ernst & Young
 
378,412,632
 
 
463,004
 
 
710,420
 
 

 

Proposal 3:    Approval of the Amended 2012 Plan as described in the Proxy Statement.

Proposal 3
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
Approval of the Amended 2012 Plan
 
332,334,138
 
 
7,068,053
 
 
954,708
 
 
39,229,158
 

Proposal 4:    Advisory vote to approve the compensation of the Company's named executive officers as described in the Proxy Statement.

Proposal 4
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
Advisory Executive Compensation vote
 
321,467,575
 
 
17,718,538
 
 
1,170,785
 
 
39,229,158
 

(c)    Not applicable.







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.
 
 
By:
 
/s/ Phillip D. Joseph, Jr.
 
 
Phillip D. Joseph, Jr.
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
Date: May 16, 2016