2014 Voting results


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 2014
 
Spirit Realty Capital, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
0001-36004
20-1676382
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)
 
(Former name or former address, if changed since last report.)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))













ITEM 5.07
Submission of Matters to a Vote of Security Holders

(a)  On June 2, 2014, Spirit Realty Capital, Inc. (the “Company”) held its 2014 annual meeting of stockholders (the “Annual Meeting”). As of March 31, 2014, the record date for the Annual Meeting, there were 370,732,369 common shares outstanding and entitled to vote at the Annual Meeting. The Company solicited proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934.

At the Annual Meeting, the Company's Stockholders (i) elected: Kevin M. Charlton, Todd A. Dunn, David J. Gilbert, Richard I. Gilchrist, Diane M. Morefield, Thomas H. Nolan, Jr., Sheli Z. Rosenberg, Thomas D. Senkbeil, Nicholas P. Shepherd to the Company's Board of Directors (the "Board"), (ii) ratified the appointment of Ernst and Young LLP as the Company's independent public accounting firm, (iii) approved, on an advisory basis, the compensation of the Company's Named Executive Officers ("NEO's"), (iv) approved, on an advisory basis, a frequency of one year for future advisory votes on the compensation of our NEO's.
 
(b)  The results of the matters voted upon at the Annual Meeting were as follows:

Proposal 1: Election of Directors as described in the Proxy Statement
 
Proposal 1 considered at the Annual Meeting was the election of nine directors to serve on the Board until the 2015 annual meeting of stockholders and until their respective successors are duly elected and qualified.
 
The nominees as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 8, 2014 (the "Proxy Statement"), were elected with the following voting results:
Directors
 
Voted For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
Kevin M. Charlton
 
224,005,517

 
897,705

 

 
65,153,961

Todd A. Dunn
 
222,913,199

 
1,990,023

 

 
65,153,961

David J. Gilbert
 
223,175,113

 
1,728,109

 

 
65,153,961

Richard I. Gilchrist
 
224,248,439

 
654,783

 

 
65,153,961

Diane M. Morefield
 
222,944,459

 
1,958,763

 

 
65,153,961

Thomas H. Nolan, Jr.
 
215,126,080

 
9,777,142

 

 
65,153,961

Sheli Z. Rosenberg
 
193,131,084

 
31,772,138

 

 
65,153,961

Thomas D. Senkbeil
 
223,157,551

 
1,745,671

 

 
65,153,961

Nicholas P. Shepherd
 
219,317,055

 
5,586,167

 

 
65,153,961


Proposal 2: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ended December 31, 2014 as described in the Proxy Statement.

Proposal 2
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
Ratification of Ernst & Young
 
286,401,252

 
3,216,149

 
439,782

 



Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers as described in the Proxy Statement.






Proposal 3
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Vote
Advisory Executive Compensation vote
 
222,067,136

 
2,045,692

 
790,394

 
65,153,961





Proposal 4: An advisory vote on the frequency of future stockholder advisory votes on the compensation of our named executive officers described in the Proxy Statement.

Proposal 4
 
Every Year
 
Every two years
 
Every three years
 
Abstentions
 
Broker Non-Vote
Advisory say-on-pay frequency vote
 
204,788,913

 
446,484

 
18,977,449

 
690,376

 
65,153,961



(c) Not applicable.

(d) At a meeting held on June 3, 2014, the Board of Directors reviewed the final voting results and determined until the next required stockholder vote on the frequency of stockholder votes on executive compensation, or the Board's determination otherwise, to hold a stockholder advisory vote on executive compensation every year.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
SPIRIT REALTY CAPITAL, INC.
 
 
By:
 
/s/ Michael A. Bender
 
 
Michael A. Bender
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial and Accounting Officer)
Date: June 4, 2014