SPIRIT REALTY CAPITAL, INC. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN
OFFICERS
On
The Amended Plan amends and restates the Company's
(i) Increases the number of shares available by 3,000,000 shares with an
aggregate of 7,587,699 shares reserved for issuance under the Amended Plan;
(ii) Increases the number of shares which may be granted as incentive stock
options under the Amended Plan by 3,000,000 shares, such that an aggregate
of 7,587,699 shares may be granted as incentive stock options under the
Amended Plan;
(iii) Provides that upon a termination due to death or disability, performance
awards granted under the Amended Plan will vest and be deemed achieved at
the greater of (i) target level of performance and (ii) actual
achievement of applicable performance goals (unless provided otherwise in
an individual agreement between the Company and a participant);
(iv) Increases the maximum aggregate number of shares with respect to one or
more awards that may be granted to any one person during any calendar year
from 200,000 shares to 500,000 shares and increases the maximum amount
that may be paid under a cash award to any one person during any calendar
year by $5,000,000 to $6,000,000 ;
(v) Provides for a $750,000 limit on the total aggregate value of cash
compensation and equity-based awards for any non-employee director for such
director's service as a director during any fiscal year;
(vi) Removes certain provisions from the Amended Plan which were otherwise
required for awards intended to qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code prior to its repeal
under the Tax Cuts and Jobs Act of 2017; and
(vii) Extends the right to grant awards under the Amended Plan through March
29, 2032 .
The terms and conditions of the Amended Plan are described in the section
entitled "Proposal 3 - Approval of the
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
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 2023 Annual Meeting of Shareholders or until his or her respective successor is duly elected and qualified, by the following voting results:
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Directors For Against Abstentions Broker Non-Votes
Proposal 2: Ratification of the selection of
The appointment of
Proposal 2 For Against Abstentions Broker Non-Votes
Ratification of
Proposal 3: Approval of the
Proposal 3 For Against Abstentions Broker Non-Votes
Approval of Second Amended
and Restated 105,973,365 2,910,920 218,254 6,185,465
Incentive Award Plan
Proposal 4: 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 4 Voted For Voted Against Abstentions Non-Votes
Approval on a Non-Binding
Advisory Basis, of the 105,262,518 3,591,368 248,653 6,185,465
Compensation of the Company's
Named Executive Officers
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1
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