ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 19, 2021, Spirit Realty Capital, Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). As of March 15, 2021, the record date for the Annual Meeting, there were 114,953,025 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 2022 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 100,489,156 343,701 68,095 5,204,813 Kevin M. Charlton 97,247,318 3,586,895 66,739 5,204,813 Todd A. Dunn 100,170,250 662,385 68,317 5,204,813 Elizabeth F. Frank 100,171,714 664,223 65,015 5,204,813 Michelle F. Frymire 100,490,995 344,756 65,201 5,204,813 Kristian M. Gathright 100,486,956 341,541 72,455 5,204,813 Richard I. Gilchrist 97,978,140 2,856,671 66,141 5,204,813 Diana M. Laing 99,877,919 958,144 64,889 5,204,813 Nicholas P. Shepherd 97,659,300 3,172,482 69,170 5,204,813 Thomas J. Sullivan 100,096,136 737,088 67,728 5,204,813

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, 2021

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021 was ratified by the following voting results:



           Proposal 2                 For     Against Abstentions Broker Non-Votes

Ratification of Ernst & Young LLP 105,495,292 548,981 61,492 ---

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 84,509,343 16,247,277 144,332 5,204,813 Company's Named Executive Officers

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