UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 2, 2017
Spirit Realty Capital, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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0001-36004
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20-1676382
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2727 North Harwood Drive, Suite 300
Dallas, TX
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75201
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (972) 476-1900
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2017, the Board of Directors (the “Board”) of Spirit Realty Capital, Inc. (the “Company”) approved the adoption of an amendment (the “Plan Amendment”) to the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “Plan”), which among other things provides that, in the event of a participant’s termination of service due to death or disability, the vesting and/or exercisability of all outstanding equity awards granted after March 2, 2017 then held by that participant will accelerate in full, with performance-based awards vesting as to the target number of shares of common stock subject to such award.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 2, 2017, the Board resolved to opt out of Section 3-803 (part of what is commonly referred to as the Maryland Unsolicited Takeover Act) of the Maryland General Corporation Law, which, absent such action by the Board, would have permitted the Board to unilaterally divide itself into classes with staggered terms of three years each (also referred to as a classified board) without shareholder approval. By opting out of Section 3-803, the Board cannot create a classified board in the future without shareholder approval. The Company does not currently have a classified board.
On March 3, 2017, the Company filed Articles Supplementary with the State Department of Assessments and Taxation in Maryland implementing the opt-out of Section 3-803, which are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit Number
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Exhibit Description
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3.1
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Articles Supplementary of Spirit Realty Capital, Inc., filed March 3, 2017.
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10.1
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Amendment to the Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, dated as of March 2, 2017.
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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.
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Spirit Realty Capital, Inc.
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By:
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/s/ Phillip D. Joseph, Jr.
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Name:
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Phillip D. Joseph, Jr.
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Title:
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Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
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Date: March 3, 2017
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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3.1
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Articles Supplementary of Spirit Realty Capital, Inc., filed March 3, 2017.
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10.1
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Amendment to the Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, dated as of March 2, 2017.
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SPIRIT REALTY CAPITAL, INC.
ARTICLES SUPPLEMENTARY
SPIRIT REALTY CAPITAL, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST
:
Pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (the “Board of Directors”), by resolutions duly adopted at a meeting duly called and held on March 2, 2017, prohibited the Corporation from electing to be subject to Section 3-803 of the MGCL unless such election is first approved by the stockholders of the Corporation by the affirmative vote of a majority of all the votes entitled to be cast on the matter.
SECOND
:
These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
THIRD:
These Articles Supplementary shall be effective upon filing with the Department.
FOURTH:
The undersigned Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF
, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Corporate Secretary, on this 2
nd
day of March, 2017.
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ATTEST:
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SPIRIT REALTY CAPITAL, INC.
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/s/ Jay Young
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By:
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/s/ Thomas H. Nolan, Jr.
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Name:
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Jay Young
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Name:
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Thomas H. Nolan, Jr.
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Title:
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Corporate Secretary
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Title:
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Chief Executive Officer
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AMENDMENT TO
AMENDED AND RESTATED
SPIRIT REALTY CAPITAL, INC.
AND SPIRIT REALTY, L.P.
2012 INCENTIVE AWARD PLAN
This Amendment (“
Amendment
”) to the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan (the “
Plan
”), is adopted by the Board of Directors (the “
Board
”) of Spirit Realty Capital, Inc., a Maryland corporation (the “
Company
”), as of March 2, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
WHEREAS
, the Company currently maintains the Plan.
WHEREAS
, pursuant to Section 13.1 of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board.
WHEREAS
, the Board desires to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED
, that the Plan is hereby amended as set forth herein.
AMENDMENT
Effective as of the date set forth above, the Plan is hereby amended as follows.
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1.
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Article 11 of the Plan is hereby amended by adding a new Section 11.10, as follows:
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“11.10
Acceleration on Death or Disability
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Except as may otherwise be provided in an applicable Award Agreement with respect to an Award granted after March 2, 2017, in the event that the Participant experiences a Termination of Service due to the Participant’s death or Disability, any Awards held by the Participant shall automatically vest in full and, if applicable, become exercisable;
provided
, that with respect to any Award that vests and/or is earned based on the achievement of Performance Goals, such Award shall vest and be deemed earned as to the target number of Shares subject to such Award (and no additional Shares subject to such Award shall vest or become payable thereafter). For purposes of the Plan, Disability shall mean the absence of the Participant from the Participant’s duties with the Company on a full-time basis for ninety (90) consecutive days or for a total of one hundred eighty (180) days in any twelve (12)-month period.”
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2.
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The second and third sentences of Section 11.2 of the Plan are hereby amended and restated in their entirety as follows:
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“The Administrator may in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a Participant may have elected or agreed, allow a Participant to satisfy such obligations by any payment means described in Section 11.1 hereof, including without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allowing the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.”
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3.
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This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
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4.
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Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
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[
Signature Page Follows
]
IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Spirit Realty Capital, Inc. on March 2, 2017.
Spirit Realty Capital, Inc.
By: /s/ Thomas H. Nolan, Jr.
Thomas H. Nolan, Jr.
Chairman and Chief Executive Officer
Date: March 2, 2017