SPIRIT REALTY CAPITAL, INC.

(SRC)
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Delayed Nyse  -  04:00 2022-07-01 pm EDT
38.93 USD   +3.04%
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SPIRIT REALTY CAPITAL, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/20/2022 | 04:21pm EDT

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN
           OFFICERS


On May 18, 2022, Spirit Realty Capital, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the "Amended Plan"). The Amended Plan was adopted by the Board on March 29, 2022 and became effective on the date of the Annual Meeting on May 18, 2022.

The Amended Plan amends and restates the Company's Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the "2012 Plan") and makes the following material changes to the 2012 Plan:

   (i) Increases the number of shares available by 3,000,000 shares with an
       aggregate of 7,587,699 shares reserved for issuance under the Amended Plan;


   (ii) Increases the number of shares which may be granted as incentive stock
        options under the Amended Plan by 3,000,000 shares, such that an aggregate
        of 7,587,699 shares may be granted as incentive stock options under the
        Amended Plan;


   (iii) Provides that upon a termination due to death or disability, performance
         awards granted under the Amended Plan will vest and be deemed achieved at
         the greater of (i) target level of performance and (ii) actual
         achievement of applicable performance goals (unless provided otherwise in
         an individual agreement between the Company and a participant);


   (iv) Increases the maximum aggregate number of shares with respect to one or
        more awards that may be granted to any one person during any calendar year
        from 200,000 shares to 500,000 shares and increases the maximum amount
        that may be paid under a cash award to any one person during any calendar
        year by $5,000,000 to $6,000,000;


   (v) Provides for a $750,000 limit on the total aggregate value of cash
       compensation and equity-based awards for any non-employee director for such
       director's service as a director during any fiscal year;


   (vi) Removes certain provisions from the Amended Plan which were otherwise
        required for awards intended to qualify as performance-based compensation
        under Section 162(m) of the Internal Revenue Code prior to its repeal
        under the Tax Cuts and Jobs Act of 2017; and


   (vii) Extends the right to grant awards under the Amended Plan through March
         29, 2032.

The terms and conditions of the Amended Plan are described in the section entitled "Proposal 3 - Approval of the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2022. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 18, 2022, the Company held its Annual Meeting. As of March 14, 2022, the record date for the Annual Meeting, there were 127,747,162 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 2023 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 108,530,807 429,013 142,719 6,185,465 Kevin M. Charlton 105,141,590 3,821,337 139,612 6,185,465 Elizabeth F. Frank 108,005,514 962,034 134,991 6,185,465 Michelle M. Frymire 108,631,630 335,440 135,469 6,185,465 Kristian M. Gathright 108,086,504 879,906 136,129 6,185,465 Richard I. Gilchrist 107,466,472 1,492,608 143,459 6,185,465 Diana M. Laing 101,834,395 7,131,460 136,684 6,185,465 Nicholas P. Shepherd 107,353,499 1,606,771 142,269 6,185,465 Thomas J. Sullivan 107,818,017 1,139,979 144,543 6,185,465

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, 2022

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022 was ratified by the following voting results:


         Proposal 2               For       Against    Abstentions Broker Non-Votes

Ratification of Ernst & Young 114,402,654 756,548 128,802 --- LLP

Proposal 3: Approval of the Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan

        Proposal 3              For         Against    Abstentions Broker Non-Votes
Approval of Second Amended
and Restated                105,973,365  2,910,920       218,254      6,185,465
Incentive Award Plan

Proposal 4: 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:


                                                                           Broker
         Proposal 4              Voted For    Voted Against Abstentions  Non-Votes
Approval on a Non-Binding
Advisory Basis, of the        105,262,518     3,591,368       248,653     6,185,465
Compensation of the Company's
Named Executive Officers


ITEM 9.01              FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1 Second Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan filed as Annex B within the Company's Definitive Proxy Statement on Schedule 14A on April 8, 2022 and incorporated herein by reference .

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