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Section 1: 8-K (8-K BOARD APPOINTMENT)

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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): August 24, 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):
 
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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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 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 27, 2018, Spirit Realty Capital, Inc. (the “Company”) announced that the board of directors (the “Board”) of the Company increased the size of the Board from seven to eight members and elected Diana Laing to the Board effective immediately for a term continuing until her successor has been duly appointed and qualified. Ms. Laing was appointed to the Audit Committee of the Board and as the chair of the Audit Committee. The Board determined that Ms. Laing qualifies as an independent director under the independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange (the “NYSE”), and that Ms. Laing satisfies the financial literacy and other requirements for audit committee members and is an audit committee financial expert under the rules and regulations of the SEC and applicable NYSE listing standards. There are no arrangements or understandings between Ms. Laing and any other person pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Laing that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. In connection with her election, Ms. Laing entered into an indemnification agreement with the Company.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
99.1




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Section 2: EX-99.1 (EXHIBIT 99.1)

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Press Release Spirit Realty Capital, Inc. Appoints Diana Laing to Board of Directors -Laing to Serve As Chairperson of Audit Committee- Dallas, Texas, August 27, 2018 (PRNewswire) – Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”), a net-lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today announced that Diana Laing has been appointed to its Board of Directors (the “Board”) as an Independent Director and Chairperson of the Audit Committee. The appointment is effective immediately, and with this addition, Spirit’s Board will be comprised of eight members, seven of which are independent. “We are very pleased to welcome Diana to the Board of Directors of Spirit Realty Capital. She brings with her extensive experience in corporate finance, capital markets and commercial real estate. We look forward to her contributions as we continue to grow Spirit and create long-term shareholder value,” stated Richard I. Gilchrist, Chairman of Spirit Realty Capital Board. Ms. Laing was most recently Chief Financial Officer of American Homes 4 Rent (NYSE: AMH), until her retirement in June 2018. Ms. Laing held this position for four years, with responsibilities including capital markets, investor relations, accounting and financial reporting. Ms. Laing currently serves as an Independent Director with The Macerich Company (NYSE: MAC). Prior to her position at AMH, Ms. Laing was Chief Financial Officer and Corporate Secretary for Thomas Properties Group (NYSE: TPGI) from 2004 to 2013, and Principal and Chief Financial Officer at New Pacific Realty from 2001 to 2003. She also held the role of Chief Financial Officer at Firstsource Corporation from 2000 to 2001, at Arden Realty from 1996 to 2000 and at Southwest Property Trust from 1986 to 1996, having held the role of Controller and Treasurer prior to that. Ms. Laing started her career as an Auditor at Arthur Andersen & Company in Dallas, TX and earned a bachelor’s degree in Accounting from Oklahoma State University. ABOUT SPIRIT REALTY Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease REIT that primarily invests in high-quality, operationally essential real estate, subject to long-term, net leases. Over the past decade, Spirit has become an industry leader and owner of income-producing, strategically located retail, industrial, office and data center properties providing superior risk adjusted returns and steady dividend growth for our stockholders. As of June 30, 2018, our diversified portfolio was comprised of 1,512 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 27.7 million square feet, are leased to approximately 250 tenants across 49 states and 32 industries Investor Contact: (972) 476-1403 InvestorRelations@spiritrealty.com 1


 
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