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SRC Spirit Realty Capital

Filed: 20 May 21, 4:15pm

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 19, 2021

 

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)

 

(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.)

 

 

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):

 

 

 

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:

 

 

 

 

 

 

 

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Spirit Realty Capital, Inc.

Common stock, par value $0.05 per share

SRC

New York Stock Exchange

Spirit Realty Capital, Inc.

6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 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

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 19, 2021, Spirit Realty Capital, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 15, 2021, the record date for the Annual Meeting, there were 114,953,025 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 2022 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

100,489,156

343,701

68,095

5,204,813

Kevin M. Charlton

97,247,318

3,586,895

66,739

5,204,813

Todd A. Dunn

100,170,250

662,385

68,317

5,204,813

Elizabeth F. Frank

100,171,714

664,223

65,015

5,204,813

Michelle F. Frymire

100,490,995

344,756

65,201

5,204,813

Kristian M. Gathright

100,486,956

341,541

72,455

5,204,813

Richard I. Gilchrist

97,978,140

2,856,671

66,141

5,204,813

Diana M. Laing

99,877,919

958,144

64,889

5,204,813

Nicholas P. Shepherd

97,659,300

3,172,482

69,170

5,204,813

Thomas J. Sullivan

100,096,136

737,088

67,728

5,204,813

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, 2021

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021 was ratified by the following voting results:

Proposal 2

For

Against

Abstentions

Broker Non-Votes

Ratification of Ernst & Young LLP

105,495,292

548,981

61,492

---

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

Voted For

Voted Against

Abstentions

Broker Non-Votes

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

84,509,343

16,247,277

144,332

5,204,813

 


 

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/ Jay Young        

 

 

Jay Young

Executive Vice President and General Counsel

Date: May 20, 2021