I am pleased to invite you to the 20162019 Annual Meeting of Stockholders (“Annual Meeting”) of VEREIT, Inc., a Maryland corporation (the “Company”“Company,” “we,” or “our”). The Annual Meeting will be held on Wednesday, May 4, 20161, 2019 at the Company’s principal executive offices at 2325 E. Camelback Road, Ground Floor, Phoenix, Arizona 85016, commencing at 9:008:30 A.M. (local time). At the Annual Meeting, you will be asked to: (i) elect the seveneight director nominees described in the enclosed proxy statement to the Board of Directors;Directors to serve for a one-year term until the next Annual Meeting of Stockholders in 2020 and until their successors are duly elected and qualify; (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;2019; (iii) adopt aapprove by non-binding advisory resolution approving the compensation of ourthe Company’s named executive officers; and (iv) consider and act on such other matters as may properly come before the Annual Meeting and any adjournment thereof.

Our Board of Directors has fixed the close of business on March 9, 20168, 2019 as the record date.date for the Annual Meeting. Only record holders of shares of our common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

We make proxy materials available to our stockholders on the Internet. You can access proxy materials at http://www.proxyvote.com. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Internet Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included therein.

The proxy, together with this proxy statement and our 20152018 Annual Report, is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of VEREIT, Inc., a Maryland corporation (the “Company”), for use at the 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms refer to the Company, and references in this proxy statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive offices is 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016. This proxy statement and our 20152018 Annual Report have either been mailed to you or been made available to you on the Internet. Mailing to our stockholders commenced on or about March 22, 2016.21, 2019.

As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this proxy statement and our 20152018 Annual Report available to our stockholders electronically via the Internet. On or about March 22, 2016,21, 2019, we began mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement and our 20152018 Annual Report online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this proxy statement and our 20152018 Annual Report. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Our 20152018 Annual Report is not part of the proxy solicitation material.

The record date for the Annual Meeting is March 9, 2016.8, 2019. Only holders of shares of our common stock, par value $0.01 per share, at the close of business on March 9, 20168, 2019 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of the record date, 904,788,479968,262,799 shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting.

Each share of common stock has one vote on each matter considered at the Annual Meeting or any adjournment or postponement thereof. The proxy card shows the number of shares of common stock you are entitled to vote.

Stockholders may submit their votes by mail (if they have received a hard copy set of documents) by completing, signing, dating and returning their proxy in the envelope enclosed with the mailing. Stockholders also have the following two options for authorizing a proxy to vote their shares:

For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of authorizing a proxy that also provides cost savings.savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by telephone prior to the date of the Annual Meeting, your proxy authorization is recorded immediately and there is no risk that postal delays will cause your vote by proxy to arrive late and, therefore, not be counted. For further instructions on authorizing a proxy to vote your shares, see the proxy card.

If your shares are held in “street name,” you should instruct your bank, broker or other record holder how to vote your shares by following the voting instructions provided by such organization. If you do not give instructions to your bank, broker or record holder, such organization will be entitled to vote your shares on routine items, but will not be permitted to do so on non-routine items. Your bank, broker or record holder will have discretion to vote on Proposal 2 (ratification of auditors) without any instructions from you, but such organization will not have the ability to vote your uninstructed shares on Proposal 1 (election of directors) or Proposal 3 (advisory vote(vote to approve by non-binding advisory resolution the named executive officer compensation) on a discretionary basis. Accordingly, if you hold your shares in “street name” and you do not instruct your bank, broker dealer or other record holder how to vote on these proposals, such organization cannot vote these shares and will report them as “broker non-votes,” andmeaning that no votes will be cast on your behalf for Proposals 1 and 3.

Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If you are a registered stockholder and submit a properly executed proxy but do not indicate any voting instructions, the shares will be voted “FOR” the (i) election of the director nominees named in this proxy statement, (ii) ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20162019 and (iii) the adoption of a non-binding advisory resolution approving the compensation of ourthe Company’s named executive officers as described herein.

We are not currently aware of any other matters to be presented at the Annual Meeting other than those described in this proxy statement. If any other matters not described in this proxy statement are properly presented at the Annual Meeting, any proxies received by us will be voted inat the discretion of the proxy holders.

You have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy via the Internet, by telephone or by mail to: Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, or (ii) by attending the Annual Meeting and voting in person. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting.

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required for the election of each director nominee. For purposes of the election of directors, a majority of the votes cast means that the number of votes cast “for” a nominee for election as a director exceeds the number of votes cast “against” that nominee.

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required for ratifying the appointment of Deloitte as the Company’s independent auditor for the fiscal year ending December 31, 2016.2019.

The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present is required to adopt theapprove by non-binding advisory resolution approving the compensation of our named executive officers as described herein.

Abstentions and broker non-votes, if any, will have no effect on the outcome of these matters. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have

The presence at the Annual Meeting, in personin-person or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the record date, or 452,394,240484,131,401 shares, will constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether there is a quorum.

If a quorum is not present at the scheduled time of the Annual Meeting, the chairman of the meeting may adjourn the meeting to another place, date or time until a quorum is present. The place, date and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting.

We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. We have retained Broadridge Financial Solutions, Inc., to aid in the mailing of proxy materials and tabulation and recording of votes. In addition, our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies.

We will request banks, brokers and other record holders to forward copies of the proxy materials to people on whose behalf they hold shares of common stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the SEC, we will reimburse such banks, brokers and other record holders for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of our common stock.

Some of your shares may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts via the Internet or by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call us at (877) 405-2653. Combining accounts reduces excess printing and mailing costs, resulting in cost savings that benefit you as a stockholder.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering to that address a single proxy statement to those shareholders.stockholders. This process is referred to as “householding.” The rules benefit both you and us. It reduces the volume of duplicate information received at your household and helps reduce expenses.

Some brokers household proxy materials, delivering a single proxy statement (including notice of annual meeting) and annual report to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Although the proxy materials may be householded, each account in a household will receive its own Notice and proxy card to vote. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If a single copy of the proxy statement (including notice of annual meeting) and annual report was delivered to your household and you wish to receive a separate copy of such materials, please notify us and we will promptly provide you with such copy. Additionally, if, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement (including notice of annual meeting) and annual report, or if you are receiving multiple copies of the proxy statement (including notice of annual meeting) and annual report and wish to receive only one copy, please notify your broker if your shares are held in a brokerage account, or notify us if you hold registered shares. You may notify us by calling us at (877) 405-2653 or by mailing a request to us at 2325 E. Camelback Road, Suite 1100,9th Floor, Phoenix, Arizona 85016, Attention: Investor Relations.

The Board of Directors is responsible for monitoring and supervising the performance of our day-to-day operations by our executive management team. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation or removal. The Company’s charter provides that the number of directors shall not be less than the minimum number required by the Maryland General Corporation Law nor more than fifteen; provided, however, that the number of directors may be changed from time to time by resolution adopted by the affirmative vote of a majority of the Board. The number of directors on the Board is currently fixed at seven.eight.

Any director who fails to be elected by a majority vote shall tenderoffer his or her resignation to the Board, subject to acceptance. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will then act on our Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tendersoffers his or her resignation will not participate in the Board’s decision regarding whether to accept or reject such director’s resignation.

The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, proposes that the seveneight nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 20172020 annual meeting of stockholders and until his or her successor is duly elected and qualifies. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for any substitute nominee, if any, who may be designated by the Board to replace that nominee. At this time, the Board of Directors does not know of any reason why any nominee would not be able to serve as a director.

Our Board has the authority to select the leadership structure it considers appropriate. In making leadership structure determinations, the Board considers many factors, including the specific needs of our business and what is in the best interests of our stockholders. In recognition of the time commitments and activities required to function effectively as both the Chief Executive Officer and Chairman of the Board, we have separated the roles, with Mr. Rufrano serving as our Chief Executive Officer and Mr. Frater serving as our Non-Executive Chairman. The Board believes that the current separation of the roles of Chief Executive Officer and Chairman allows Mr. Rufrano to focus his time and energy on operating and managing the Company while leveraging the experience and perspectives of Mr. Frater in helping to set the strategic direction of the Company. The Board has determined that our current Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company.

The Board has an active role in overseeing the management of risks applicable to the Company. A portion of this responsibility has been delegated by the Board to the committees of the Board with respect to the assessment of the Company’s risks and risk management in itstheir respective areas of oversight.

In particular, the Board administers its risk oversight function through (i) the review and discussion of regular periodic reports by the Company’s management to the Board of Directors and its committees on topics relating to the risks that we face, including, among others, market conditions, significant existing and potential legal claims, against us,cyber security matters, tenant concentrations and creditworthiness, leasing activity and expirations, the Company’s insurance programs, compliance with debt covenants, management of debt maturities and access to the debt and equity capital markets, (ii) the required approval by the Board of Directors (or a committee thereof) of significant transactions and other decisions, including, among others, significant acquisitions and dispositions of properties, certain borrowings and the appointment and retention of certain senior executives, (iii) the direct oversight of specific areas of our business by the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and (iv) regular periodic reports from our auditors, our independent compensation consultant and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a REIT for tax purposes, and our internal controls and financial reporting. The Board of Directors also relies on management to bring significant matters affecting the Company to its attention, and it has tasked the Audit Committee with monitoring the Company’s overall risk profile.

Pursuant to its charter, the Audit Committee is responsible for discussing with management the Company’s significant financial risk exposures and the actions management has taken to limit, monitor and control such exposures. The Audit Committee is also responsible for discussing with management the Company’s risk assessment and risk management policies. In addition, we have adopted policies and procedures with respect to complaints related to accounting, internal accounting control or auditing matters, which enables anonymous and confidential submission of complaints that the Audit Committee shallwould then discuss with management.

During the fiscal year ended December 31, 2015,2018, the Board of Directors held 3315 meetings (including meetings held in person and by conference call) and. The Board of Directors regularly held executive sessions of the independent directors, met in executive session ten times.over which Mr. Frater, as the Non-Executive Chairman of the Board, served as the presiding director of the executive sessions of the independent directors that occurred after April 1, 2015.director. The number of meetings for each Board committee is set forth below under the heading “-Board“Board Committees.” During the year ended December 31, 2015,2018, each of our seven incumbent directors attended at least 75% of the total number of meetings of the Board and of the committees on which he or she served (held during the periods that he or she served).served. Each of our seven incumbent directors attended the 20152018 stockholders’ annual meeting. Pursuant to our Corporate Governance Guidelines, all directors are expected toshould attend our 20162019 Annual Meeting.

The Board maintains charters for alleach of its committees.standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee). In addition, the Board has adopted a written set of Corporate Governance Guidelines as well as a Code of Business Conduct and Ethics that applies to all of the officers, employees, consultants and directors of the Company and its subsidiaries. The Company intends to satisfy the disclosure requirement regarding any amendment to or waiver of a provision of the Code of Business Conduct and Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on the Company’s website. To view the charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance CommitteeBoard’s standing committees as well as the Corporate Governance Guidelines and the Code

Under the listing standards of the New York Stock Exchange (the “NYSE”), at least a majority of the Company’s directors, and all of the members of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, must be independent. As part of the qualification for director independence, in addition to other specified criteria, the NYSE listing standards require our Board of Directors to affirmatively determine that the director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Our Board of Directors has affirmatively determined that sixseven directors - Hugh R. Frater, Bruce D. Frank, David B. Henry, Mary Hogan Preusse, Richard J. Lieb, Mark S. Ordan, Eugene A. Pinover and Julie G. Richardson - have no relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of our board, and that they otherwise qualify as “independent” under the NYSE’s listing standards.

The Board of Directors has three standing committees, with each committee described below. The members of each committee are also listed below. The committees consist solely of independent directors.

The Audit Committee is currently comprised of Messrs. Frank (Chairperson), Henry and Ordan. The Board has determined that each member of the Audit Committee is an independent director under the rules of the NYSE and the SEC and that Mr. Frank qualifies as an “audit committee financial expert” as defined by the SEC. In addition, the Board has determined that each of the members of the Audit Committee is “financially literate” and has accounting or related financial management expertise, as such qualifications are defined under the ruleslisting standards of the NYSE.

In connection withThe Company developed and maintains the appointments of new executive officers, a newly reconstituted Compensation Committee re-examined the Company’s executive officer and director compensation programs with the assistance of a new independent compensation advisor hired directly by the Compensation Committee and undertook to make significant changes to the Company’s compensation governance framework in early 2015. The goal of these changes was to implement a best-practices compensation policy and ensure any deficiencies of the prior compensation programs were remedied or eliminated. These improvements are further described below.

The Compensation Committee reviewed the compensation levels fromfor each NEO position relative to the peer groupCompensation Peer Group or survey data for each component of pay-annualpay: annual base salary, annual incentive bonus awards and long-term equity incentive awards-andawards (which included time-based and performance-based restricted stock unit awards and stock options) and used such data as a guide in its determination of total target direct compensation the appropriate mix of equity vs.and target total cash long term vs. short term, and performance-based vs. time-based awardsfor total NEO compensation as compared to be paid or granted for 2015 performance for each NEO.total NEO long-term incentive awards. The Compensation Committee considered each NEO’s level and job performance, his or her duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the peer groupCompensation Peer Group companies and in the survey data, other circumstances unique to the Company, and evaluated whether the compensation elements and levels provided to our NEOs were generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts atin the peer groups. However,Compensation Peer Group or within survey data. The Compensation Committee considers both objective and subjective criteria to evaluate Company and individual performance, which allows it to exercise discretion and not rely solely on rigid formulas and quantitative analyses. Accordingly, the Compensation Committee diddoes not formulaically tie our compensation decisions to any particular range or percentile level of total compensation paid to executives at these companies.the Compensation Peer Group companies or survey data.

Our NEOs’ compensation currently consists of three components: annual base salary, annual incentive bonus awards (which generally includes cash payments) and long-term equity incentive awards. The Compensation Committee does not have a formula for establishing a specified percentage of total compensation that each of our three components, of compensation

The Company pays a discretionary annual cash incentive bonusesbonus in cash to reward executives for achieving or surpassing performance goals which are, at least in part, related to our key financial and operational objectives for the year and for execution of specific strategies of the Company. Annual bonuses are generally paid in cash in March for the prior year’s performance, and are based upon the Chief Executive Officer’s assessment of the Company’s overall performance against Company goals and each executive’s individual performance against both Company and individual goals, which are reviewed by the Compensation Committee.

As manyThe Company’s aggregate bonus pool is funded based primarily upon the Company’s AFFO per share results. The Compensation Committee, with the advice of our executives joinedSemler Brossy, allocates the 2018 annual incentive bonus pool into individual annual incentive awards based on pre-established Company afterfinancial metrics (30%), key business metrics (30%), as well as an assessment of each NEO’s individual performance based on certain individual (qualitative and quantitative) discretionary objectives and metrics (40%). Individual awards are then determined at the beginningdiscretion of the fiscal year and as the 2015 business planCompensation Committee.

Financial metrics generally consist of financial goals for the Company was not fully developed until the third quarteras a whole, whereas key business metrics may be targeted operational or strategic metrics related to a NEO’s area of the year, the Committee determined not to establish formulaicresponsibility. Individual discretionary metrics are generally additional qualitative goals and objectives for funding bonus incentives for 2015. Rather,each NEO. Although the Compensation Committee evaluatedconsiders the achievement of certain financial, key business and individual performancediscretionary metrics for each NEO and the associated weightings, these weightings are discretionary and only provide general guidelines. As part of the NEOs on a discretionary basis in determining the annual cash bonus to be awarded toCompensation Committee’s assessment, each individual. This includedNEO undergoes a review of specifichis or her performance goals established for each executive. As part of this process,during the year, which includes Mr. Rufrano provided assessmentsRufrano’s review of each executive’s performance (other than his own performance). Based upon the executive’s performance and achievements that were reviewedevaluation rating, his or her bonus can decrease or increase up to the maximum payout of 150% of his or her target annual incentive bonus opportunity. Actual assessment and payout determinations are at the discretion of the Compensation Committee with input from the Chief Executive Officer for all executives other than himself. The assessment also takes into consideration each NEO’s adherence to our Core Values, which include being: Respectful, Ethical, Dedicated, Collaborative, and Hard Working. See below for additional information about items considered by the Compensation Committee as part of the individual assessments for each NEO.

In 2018, the Company achieved AFFO per diluted share of $0.72 and therefore this goal was considered achieved at 100% of target. This performance level provided the initial starting point for the bonus pool funding and the Compensation Committee’s discretionary determination of each executive’s individual bonus, which is based on a consideration of the additional performance factors discussed below.

Both the time-based and performance-based restricted stock units include a right to receive dividend equivalents with respect to the shares subject to the award, for 2015, Mr. Rufrano was awarded an additional time-based awardwhich are subject to the same vesting conditions as the underlying shares. The stock options do not include rights to receive dividend equivalents.

Equity awards granted to the NEOs under the Equity Plan in 2018 are included under “Compensation Tables-Grants of $2 million as an inducement to his employment with the Company.Plan Based Awards” and are described further below.

In order to further foster the strong ownership culture among our senior executive management team and ensure the continued direct alignment of management and stockholder interests, and consistent with emerging corporate governance trends, we have adopted executive equity ownership guidelines requiring that our executive officers maintain a minimum ownership level of equity in the Company. The equity ownership requirements for our executives are as follows:

Mr. Roberts is subject to twelve months of non-compete and non-solicitation followingIn addition, the employment agreements provide for reasonable severance benefits upon involuntary termination of his employment.

Our Compensation Committee has discussed the concept of risk as it relates to our executive compensation program, including with its independent advisor Semler Brossy, and the Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk taking for the reasons stated below.

We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or share price performance. The variable portions of compensation (cash(annual incentive bonus and equity)long-term equity incentive awards) are designed to encourage and reward both short and long-term corporate performance. For short-term performance, cash incentives arethe annual incentive bonus is awarded based on assessments of performance during the prior year.year which include a balance of financial and non-financial objectives. In addition, payouts under the annual incentive bonus are capped for all officers. For long-term performance, equityrestricted stock unit awards, generallywhich comprise a mix of time-based and performance-based awards, and stock options limit incentives for risk taking. Time-based restricted stock unit awards vest over three years and only have valueperformance-based equity awards vest based on the Company’s TSR over certain time periods ora three-year period as compared to two different independent peer sets and are subject to a maximum vesting percentage if certainthe performance criteria are met. We believe that these variable elements of compensation are a sufficient percentage of total compensationIn 2018, the Compensation Committee awarded stock options, which awards were similarly structured to providelimit incentives to executives to produce superior short and long-term corporate results, whilefor risk taking as the fixed element is also sufficiently high that the executivesawards are not encouraged to take unnecessary or excessive risks in doing so.exercisable for three years.

As demonstratednoted above, the Company has also adopted good governance practices which mitigate against undue risk taking including benchmarking executive compensation, robust stock ownership guidelines, prohibition against pledging and hedging Company securities and adoption of a clawback policy.

Overall, our executive compensation program is structured to achieve its objectives by (i) providing incentives to our NEOs to manage the Company for the creation of long-term shareholderstockholder value, (ii) avoiding the type of disproportionately large short-term incentives that could encourage our NEOs to take risks that may not be in the Company’s long-term interests, (iii) requiring

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The following table sets forth information with respect to the awards granted to current and former executive officers during the fiscal year ended December 31, 2015. No other grants of plan-based awards were made to the NEOs during the fiscal year ended December 31, 2015.2018.