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Section 1: 8-K (8-K - 2018 ANNUAL MEETING RESULTS)

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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): June 28, 2018

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 Drive, 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))
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
a.
On June 27, 2018, Spirit Realty Capital, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). As of April 20, 2018, the record date for the 2018 Annual Meeting, there were 432,639,569 shares of common stock outstanding and entitled to vote at the 2018 Annual Meeting. The Company solicited proxies for the 2018 Annual Meeting pursuant to Section 14(a) of the Securities Exchange Act of 1934.
b.
At the 2018 Annual Meeting, the stockholders of the Company:
elected Kevin M. Charlton, Todd A. Dunn, Richard I. Gilchrist, Jackson Hsieh, Sheli Z. Rosenberg, Thomas D. Senkbeil and Nicholas P. Shepherd 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, 2018; and
approved, on an advisory basis, the compensation of the Company's named executive officers.
The results of the matters voted upon at the 2018 Annual Meeting were as follows:
Proposal 1: Election of Directors as described in the Proxy Statement
Proposal 1 considered at the 2018 Annual Meeting was the election of seven directors to serve on the Board until the 2019 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
Broker Non-Votes
Kevin M. Charlton     
345,793.538

18,129,916

31,917,936

Todd A. Dunn         
358,078,759

5,844,695

31,917,936

Richard I. Gilchrist   
355,838,885

8,084,569

31,917,936

Jackson Hsieh         
359,192,387

4,731,067

31,917,936

Sheli Z. Rosenberg  
356,884,644

7,038,810

31,917,936

Thomas D. Senkbeil   
359,204,777

4,718,67

31,917,936

Nicholas P. Shepherd
357,305,281

6,618,173

31,917,936

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, 2018 as described in the Proxy Statement
Proposal 2
Voted For
Voted Against
Abstentions
Broker Non-Votes
Ratification of Ernst & Young
389,882,900
2,609,739
3,348,751
---
Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers as described in the Proxy Statement.
Proposal 3
Voted For
Voted Against
Abstentions
Broker Non-Votes
Advisory Executive Compensation vote
267,567,903
93,348,333
3,007,219
31,917,936
c. Not applicable






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: June 28, 2018
By:
/s/ Jay Young
 
 
Jay Young
Executive Vice President, General Counsel and Secretary
 




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