ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 15, 2021, each of Sheli Z. Rosenberg, a member of the Board of
Directors (the "Board") of Spirit Realty Capital, Inc. (the "Company") since
2013, and Thomas D. Senkbeil, a member of the Board since 2013, separately
notified the Board of their respective decisions not stand for reelection as a
director of the Company. Neither Ms. Rosenberg's nor Mr. Senkbeil's decision not
to stand for reelection was due to any disagreement with the Company on any
matter relating to the Company's operations, policies (including accounting or
financial policies) or practices. Each of Ms. Rosenberg's and Mr. Senkbeil's
term will end upon election and qualification of directors at the Company's 2021
annual meeting of shareholders to be held on May 19, 2021 (the "2021 Annual
Meeting").
ITEM 8.01 OTHER EVENTS
The Nominating and Corporate Governance of the Board, in anticipation that
certain directors would not stand for reelection at the 2021 Annual Meeting,
undertook an assessment of Board size, composition, diversity, and skill set in
November 2020 and in consultation with the Board, determined to seek replacement
directors. The Nominating and Corporate Governance Committee hired Korn Ferry,
an independent third-party recruiter, to engage in a search for new directors.
After a comprehensive search and review of candidates, the Nominating and
Corporate Governance Committee identified each Ms. Michelle McKinney Frymire,
Ms. Kristian M. Gathright and Mr. Thomas J. Sullivan as incredibly strong
candidates for membership on the Board. On March 16, 2021, upon recommendation
of the Nominating and Corporate Governance Committee, the Board determined to
nominate each Michelle McKinney Frymire, Kristian M. Gathright and Thomas J.
Sullivan for election as director at the 2021 annual meeting of shareholders.
Ms. Frymire serves as President, Strategy & Transformation and Chief Financial
Officer of CWT (formerly Carlson Wagonlit Travel), the world's second largest
travel management platform and brings extensive financial experience and
expertise which will enable her to provide key contributions to the Board on
financial, accounting and strategic matters. Ms. Gathright served as Executive
Vice President and Chief Operating Officer of Apple Hospitality REIT (NYSE:
APLE), a publicly traded REIT which owns one of the largest portfolios of
upscale, rooms-focused hotels in the United States until her retirement from the
company on March 31, 2020 and brings extensive operating and real estate
experience including asset management and working with REITs. Mr. Sullivan
serves as a partner with SG Special Situations Fund L.P., whose investment
manager is Standard General L.P., a New York-based investment firm that manages
event-driven opportunity funds, where he is responsible for portfolio management
and brings extensive operating and financial management experience, including in
the financial services industry.
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