Item 1.01. Entry into a Material Definitive Agreement.

VEREIT, Inc., a Maryland corporation (the "Company") and its operating partnership, VEREIT Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), are parties to that certain Credit Agreement dated as of May 23, 2018 (the "Credit Agreement") by and among the Operating Partnership, as borrower, the Company, as guarantor, the financial institutions from time to time party thereto as lenders, Wells Fargo Bank, National Association, as the administrative agent, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and Barclays Bank PLC, BMO Capital Markets Corp., Capital One, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as joint lead arrangers. On May 27, 2020, the Operating Partnership and the Company, entered into Amendment No. 1 to Credit Agreement (the "Amendment") by and among the Operating Partnership, as borrower, the Company, as guarantor, the lenders parties thereto, and Wells Fargo Bank, National Association, as the administrative agent, as a precautionary measure. The Amendment, among other things, modifies the measurement period for certain financial covenants (and relevant associated definitions) from either the prior quarterly period annualized or the prior six month period to the four consecutive fiscal quarter period most recently ending, as more specifically provided in the Amendment which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. This summary is qualified in its entirety by reference to Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2020, the Company held its 2020 annual meeting of stockholders (the "Annual Meeting"). As of March 27, 2020, the record date for the Annual Meeting, there were 1,077,781,479 common shares of the Company issued and outstanding and entitled to vote at the Annual Meeting.

The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.

Proposal No. 1 - Election of Director Nominees to Serve Until the 2021 Annual Meeting and Until Their Respective Successors are Duly Elected and Qualified

All of the eight director nominees listed below were elected by the Company's stockholders to hold office until the next annual meeting of stockholders in 2021 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal, as follows:


                     Votes For    Votes Against   Abstentions   Broker Non-Votes

Glenn J. Rufrano 867,840,829 3,789,454 1,670,724 93,842,414 Hugh R. Frater 854,723,468 16,292,886 2,284,653 93,842,414 David B. Henry 820,661,990 50,797,369 1,841,648 93,842,414 Mary Hogan Preusse 832,283,726 39,199,570 1,817,711 93,842,414 Richard J. Lieb 809,977,549 61,531,180 1,792,278 93,842,414 Mark S. Ordan 867,612,348 3,842,573 1,846,086 93,842,414 Eugene A. Pinover 867,566,956 3,893,019 1,841,032 93,842,414 Julie G. Richardson 856,088,887 15,398,292 1,813,828 93,842,414

Proposal No. 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 as follows:


 Votes For    Votes Against   Abstentions
955,177,681    10,294,706      1,671,034

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Proposal No. 3 - Adoption of a Non-Binding Advisory Resolution Approving the Compensation of the Company's Named Executive Officers as Described in the Company's Proxy Statement

The Company's stockholders adopted a non-binding advisory resolution approving the compensation of the Company's named executive officers as described in the Company's proxy statement as follows:

Votes For Votes Against Abstentions Broker Non-Votes 834,650,105 36,075,645 2,575,257 93,842,414

Proposal No. 4 - Approval by a Non-Binding Advisory Vote the Frequency of Future Non-Binding Advisory Resolutions on Named Executive Officer Compensation

The Company's stockholders approved by a non-binding advisory vote the frequency of one year for future non-binding advisory resolutions on named executive officer compensation as follows:


  1 Year      2 Years    3 Years      Abstain    Broker Non-Votes
849,980,509   686,881   18,631,451   4,002,166      93,842,414

Based on these results, the Company has determined that it will submit to stockholders a non-binding advisory resolution on named executive officer compensation every year until the next required non-binding advisory vote on the frequency of future non-binding advisory resolutions on named executive officer compensation, which will occur no later than the 2026 annual meeting of stockholders.

No other proposals were submitted to a vote of the Company's stockholders at the Annual Meeting.

Item 7.01. Regulation FD Disclosure.

On May 27, 2020, pursuant to the terms of the Credit Agreement, the Operating Partnership provided notice to the administrative agent that it intends to repay $500.0 million of the outstanding amount on its unsecured revolving credit facility on May 29, 2020. As of May 27, 2020, the Company had corporate liquidity of approximately $1.2 billion comprised of $611.5 million in cash and cash equivalents and $588.0 million of availability under its revolving credit facility.




Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
   10.1         Amendment No. 1 to Credit Agreement dated as of May 27, 2020 by and
              among VEREIT Operating Partnership, L.P., VEREIT, Inc., the lenders
              parties thereto and Wells Fargo Bank, National Association, as the
              administrative agent
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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