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SRC > SEC Filings for SRC > Form 8-K on 4-Jun-2014All Recent SEC Filings

Show all filings for SPIRIT REALTY CAPITAL, INC.

Form 8-K for SPIRIT REALTY CAPITAL, INC.


4-Jun-2014

Submission of Matters to a Vote of Security Holders


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.

                                     Every two    Every three
Proposal 4            Every Year       years         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.


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