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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 03, 2023

 

 

SPIRIT REALTY CAPITAL, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-36004

20-1676382

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS 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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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:


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

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 (§ 240.12b-2 of this chapter).

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. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.


On May 3, 2023, Spirit Realty Capital, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 9, 2023, the record date for the Annual Meeting, there were 141,303,971 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 2024 Annual Meeting of Shareholders or until his or her respective successor is duly elected and qualified, by the following voting results:

Directors

For

Against

Abstentions

Broker Non-Votes

Jackson Hsieh

123,977,377

1,054,679

125,114

6,921,738

Kevin M. Charlton

122,479,362

2,553,062

124,746

6,921,738

Elizabeth F. Frank

123,688,372

1,340,489

128,309

6,921,738

Michelle M. Frymire

123,622,292

1,406,189

128,689

6,921,738

Kristian M. Gathright

123,692,088

1,333,984

131,098

6,921,738

Richard I. Gilchrist

122,071,256

2,959,904

126,010

6,921,738

Diana M. Laing

116,743,395

8,292,861

120,914

6,921,738

Nicholas P. Shepherd

122,292,663

2,738,220

126,287

6,921,738

Thomas J. Sullivan

123,055,023

1,969,224

132,923

6,921,738

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, 2023

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2023 was ratified by the following voting results:

Proposal 2

For

Against

Abstentions

Broker Non-Votes

Ratification of Ernst & Young LLP

129,142,447

2,826,717

109,744

---

Proposal 3: 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:

Proposal 3

For

Against

Abstentions

Broker Non-Votes

Approval on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

120,647,862

4,249,040

260,268

6,921,738

 

 

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.

Dated: May 4, 2023

SPIRIT REALTY CAPITAL, INC.

 

 

By:

/s/ Rochelle Thomas

 

Rochelle Thomas

 

Executive Vice President and General Counsel

 
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