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Section 1: DEFA14A (DEFA14A)




Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12

    Spirit MTA REIT    



(Name of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which the transaction applies:






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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






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Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting

to be held on May 1, 2019, for Spirit MTA REIT

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.





Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2019 Annual Meeting and need YOUR participation.


If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s annual meeting, please make this request on or before April 20, 2019.




For a Convenient Way to VIEW Proxy Materials

– and –

VOTE Online go to:



Proxy Materials Available to View or Receive:

1. Proxy Statement       2. Annual Report

Printed materials may be requested by one of the following methods:









(866) 648-8133





[email protected]




You must use the 12 digit control number

located in the shaded gray box below.


If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.








      Company Notice of Annual Meeting



        Date:      Thursday, May 1, 2019

           Time:      8:30 A.M. (Central Daylight Time)

        Place:     Spirit MTA REIT

                       2727 N. Harwood Street, Suite 300, Dallas, TX 75201


The purpose of the Annual Meeting is to take action on the following proposals:


The Board of Trustees recommends that you vote “FOR” each of the nominees listed below.





Election of Trustees



01 Jackson Hsieh



04 Richard J. Stockton



02 Steven G. Panagos



05 Thomas J. Sullivan



03 Steven H. Shepsman



The Board of Trustees recommends that you vote “FOR” the following.





Proposal 2 – The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

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