ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 8, 2020, Spirit Realty Capital, Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). As of April 1, 2020, the record date for the Annual Meeting, there were 102,942,162 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:

Proposal 1: Election of Directors

The following director nominees were elected to serve as directors, each to hold office until the 2021 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 88,486,900 80,652 77,390 5,921,454 Kevin M. Charlton 85,965,076 2,601,117 78,749 5,921,454 Todd A. Dunn 88,499,484 66,572 78,886 5,921,454 Elizabeth F. Frank 88,506,703 62,565 75,673 5,921,455 Richard I. Gilchrist 87,781,449 785,315 78,180 5,921,452 Diana M. Laing 88,105,356 464,277 75,309 5,921,454 Sheli Z. Rosenberg 84,998,813 3,571,210 74,920 5,921,453 Thomas D. Senkbeil 88,502,926 64,609 77,407 5,921,454 Nicholas P. Shepherd 87,908,145 658,984 77,814 5,921,453

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, 2020

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020 was ratified by the following voting results:



           Proposal 2                For      Against  Abstentions Broker Non-Votes

Ratification of Ernst & Young LLP 93,320,114 1,131,228 115,054 ---

Proposal 3: 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 3              Voted For  Voted Against Abstentions  Non-Votes

Approval on a Non-Binding Advisory Basis, of the Compensation of the 83,912,592 4,382,983 349,362 5,921,459 Company's Named Executive Officers

Proposal 4: Non-Binding advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company's named executive officers

A frequency of every year for future advisory votes to approve the compensation of our named executive officers was approved in a non-binding advisory vote by the following voting results:

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                Proposal 4                    1 Year   2 Years  3 Years  Abstentions
Approval on a Non-Binding Advisory Basis,
of the Frequency of Future Advisory Votes   86,462,945 82,818  1,811,870
to Approve the Compensation of the Named
Executive Officers                                                           ---

Based on the foregoing vote results for Proposal 4 and consistent with the recommendation of the Company's Board of Directors (the "Board"), the Board has determined that the Company will hold future non-binding, advisory votes of shareholders to approve the compensation of the Company's named executive officers on an annual basis until the next non-binding, advisory shareholder vote on the frequency of shareholder votes on named executive officer compensation, which is expected to be held at the Company's 2026 Annual Meeting of Shareholders.

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