Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2021, VEREIT, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). As described below in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved the VEREIT, Inc. 2021 Equity Incentive Plan (the "2021 Plan"), which replaces the Company's existing equity compensation plan adopted in 2011. A description of the material terms of the 2021 Plan is set forth in Proposal 4 in the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 15, 2021 (the "Proxy Statement"), and such description is incorporated by reference herein. The above description of the 2021 Plan does not purport to be complete and is qualified in its entirety by the full text of the 2021 Plan, which is filed herewith as Exhibit 10.1 to this Current Report of Form 8-K and which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders voted, among other things, to approve an amendment to the Company's charter (the "Articles of Amendment") and bylaws (the "Amended and Restated Bylaws") to allow the Company's bylaws to be amended by the Company's stockholders.

The Articles of Amendment amend Section 5.01 of Article V of the Company's charter so that the Board of Directors of the Company does not have the exclusive power to amend the Amended and Restated Bylaws.

The Amended and Restated Bylaws amend Section 7.07 of the Company's bylaws to permit the stockholders of the Company, to the extent permitted by law, to amend the bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a binding proposal submitted by certain qualifying stockholders. The right to amend the Amended and Restated Bylaws is subject to additional eligibility, procedural and disclosure requirements set forth in Section 7.07 of the Amended and Restated Bylaws.

The Articles of Amendment became effective upon the filing with the Maryland State Department of Assessments and Taxation on June 4, 2021, and the Amended and Restated Bylaws were effective concurrently with the acceptance for record of the Articles of Amendment.

The summaries of the Articles of Amendment and the Amended and Restated Bylaws above are qualified in their entirety by the Articles of Amendment and the Amended and Restated Bylaws filed herewith as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference.

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

On June 3, 2021, the Company held its Annual Meeting and, as of April 9, 2021, the record date for the Annual Meeting, there were 229,129,303 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 2022 Annual Meeting and Until Their Respective Successors are Duly Elected and Qualified

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

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                          Votes For        Votes Against       Abstentions        Broker Non-Votes
  Glenn J. Rufrano       188,553,884         1,407,380           342,651             15,717,133
  Hugh R. Frater         186,351,042         3,422,505           530,368             15,717,133
  Priscilla Almodovar    188,948,612         1,020,210           335,093             15,717,133
  David B. Henry         142,669,071        47,294,747           340,097             15,717,133
  Mary Hogan Preusse     173,401,137        16,571,459           331,319             15,717,133
  Richard J. Lieb        179,731,759        10,223,867           348,289             15,717,133
  Eugene A. Pinover      187,820,192         2,137,348           346,375             15,717,133
  Julie G. Richardson    179,584,685        10,380,999           338,231             15,717,133
  Susan E. Skerritt      187,401,871         2,561,408           340,636             15,717,133

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, 2021

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, 2021 as follows:


                       Votes For        Votes Against       Abstentions
                      201,573,327         4,374,431            73,290

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
             180,516,956         9,500,401           286,558             15,717,133

Proposal No. 4: Approval of the VEREIT, Inc. 2021 Equity Incentive Plan



The Company's stockholders approved the VEREIT, Inc. 2021 Equity Incentive Plan
as follows:
              Votes For        Votes Against       Abstentions        Broker Non-Votes
             179,293,791        10,750,357           259,767             15,717,133

Proposal No. 5: Approval of Amendments to the Company's Charter and Bylaws

The Company's stockholders approved the Articles of Amendment and the Amended and Restated Bylaws as follows:


              Votes For        Votes Against       Abstentions        Broker Non-Votes
             189,812,587          270,709            220,619             15,717,133

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

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.             Description
       3.1                Articles of Amendment to the Articles of Amendment and Restatement of
                        VEREIT, Inc., dated June 4, 2021.
       3.2                Amended and Restated Bylaws of VEREIT, Inc., effective June 4, 2021.
      10.1                VEREIT, Inc. 2021 Equity Incentive Plan
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document)

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