VEREIT, Inc. (Form: 8-K, Received: 02/23/2021 16:22:09)


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): February 23, 2021

VEREIT, INC.

VEREIT OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its charter)

Maryland

001-35263

45-2482685

Delaware

333-197780

45-1255683

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2325 E. Camelback Road, 9th Floor

Phoenix,

85016

(Address of principal executive offices, including zip code)

(800)

606-3610

(Registrant’s telephone number, including area code)

________________

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:		Trading symbol(s):	Name of each exchange on which registered:
Common Stock	$0.01 par value per share (VEREIT, Inc.)	VER	New York Stock Exchange
6.70% Series F Cumulative Redeemable Preferred Stock	$0.01 par value per share (VEREIT, Inc.)	VER PRF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


VEREIT, Inc.		VEREIT Operating Partnership, L.P.
Emerging growth company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

VEREIT, Inc. ¨ VEREIT Operating Partnership, L.P. o

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

(d) On February 23, 2021, the Board of Directors (the “Board”) of VEREIT, Inc. (the “Company”) appointed each of Priscilla Almodovar and Susan Skerritt to the Board as independent members of the Board, effective (the “Effective Date”) immediately following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”). As of the date of this report, the Board has not determined which Board committees Mses. Almodovar and Skerritt will serve on.

In accordance with the Company’s non-employee director compensation policy, Mses. Almodovar and Skerritt will be entitled to receive an annual cash retainer of $70,000 per annum, an annual equity retainer of $125,000 per annum (each prorated based on service in 2021) in the form of fully vested deferred stock units subject to a three-year holding period requirement and granted pursuant to the VEREIT, Inc. Equity Plan (the “Plan”), fees for membership on any Board committee to which they are appointed, and excess meeting fees of $1,500 per meeting of the Board or of a Board committee attended that is in excess of ten meetings in a calendar year for the Board or the respective committee.

The Company also expects to enter into its standard director indemnification agreement with each of Mses. Almodovar and Skerritt, the form of which is described in and filed as an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2015.

There is no arrangement or understanding between Mses. Almodovar and Skerritt and any other person pursuant to which either Ms. Almodovar or Ms. Skerritt was selected as a director. Neither Ms. Almodovar nor Ms. Skerritt has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Additional information about these events is contained in the press release issued by the Company on February 23, 2021, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

Information set forth herein contains forward-looking statements which reflect the Company’s expectations regarding future results, events and plans, including expectations regarding the appointment of Mses. Almodovar and Skerritt and the filing of the Company’s Form 10-K. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which are difficult to predict and beyond Company’s control, that could cause actual events and plans or could cause Company’s business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. These factors include the risks and uncertainties detailed from time to time in Company’s filings with the SEC, which are available at the SEC's website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release dated February 23, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			VEREIT, INC.

			By:			/s/ Michael J. Bartolotta
			Name:			Michael J. Bartolotta
			Title:			Executive Vice President and Chief Financial Officer


			VEREIT OPERATING PARTNERSHIP, L.P. By: VEREIT, Inc., its sole general partner

			By:			/s/ Michael J. Bartolotta
			Name:			Michael J. Bartolotta
			Title:			Executive Vice President and Chief Financial Officer

Date: February 23, 2021

Exhibit 99.1

FOR IMMEDIATE RELEASE

VEREIT, Inc. Announces Appointment of Priscilla Almodovar and Susan Skerritt to its Board of Directors

Phoenix, AZ, February 23, 2021 -- VEREIT, Inc. (“VEREIT” or the “Company”), a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S., announced the appointment of Priscilla Almodovar and Susan Skerritt to the Company's Board of Directors ("Board"). The appointments of the two new Independent Directors are effective immediately following the expected filing of VEREIT's 2020 Annual Report on Form 10-K ("Annual Report") on Wednesday, February 24, 2021, and expands the Board to include nine members.

"We are pleased to have Priscilla and Susan join VEREIT's well-qualified Board of Directors. They bring real estate industry tenure, financial expertise and collaborative leadership qualities to VEREIT’s Board. The diverse and knowledgeable perspectives brought by these additions will help us, and certainly me, in making the appropriate decisions moving forward” said Glenn Rufrano, VEREIT's Chief Executive Officer.

Priscilla Almodovar Ms. Almodovar is the President and Chief Executive Officer of Enterprise Community Partners. This social enterprise with 1,200 employees has invested $53 billion in communities nationwide to address affordable housing solutions, racial equity initiatives and the accessibility to investment capital products. Ms. Almodovar is a former Managing Director at JP Morgan Chase, where she led national real estate businesses for their commercial bank which focused in commercial real estate and community development. Previously, she was the President and Chief Executive Officer of New York state’s housing finance and mortgage agencies. Prior to that, Ms. Almodovar was a corporate partner at the global law firm, White & Case LLP. Ms. Almodovar serves on the board of Bellwether Enterprise Real Estate Capital, LLC, a private full-service commercial and multifamily mortgage banking company. Ms. Almodovar has also served as the co-chair of the New York State Health Innovation Council, an advisory body of the New York State Department of Health. Fortune and Hispanic Business have included her in the most powerful Hispanic business leader rankings over the years. Ms. Almodovar received her J.D. from Columbia University School of Law and her B.A. in Economics from Hofstra University.

Susan Skerritt Ms. Skerritt was the Chairman, CEO and President of Deutsche Bank Trust Company Americas. Previously, she led the transaction banking businesses in North and South America for Deutsche Bank. Prior to that, Ms. Skerritt was an Executive Member of the Board of Directors of Bank of New York Mellon Trust Company, N.A. and served as an Executive Vice President in a variety of roles in the cash management, trade finance, and securities servicing businesses. She also served as an Independent Director of Royal Bank of Canada USA. Currently, Ms. Skerritt serves on the Board of Trustees of Hamilton College and was previously its Vice Chairman. She is also a Director of The Brooklyn Hospital Center and serves as the Board’s Vice Chairman. She is an Independent Director of Tanger Factory Outlet Centers, Inc., an Independent Director of the Falcon Group, an Independent Director of the Community Bank System and is a Senior Advisor to Promontory Financial Group, an IBM company. Ms. Skerritt was included in the WomenInc.'s Most Influential Corporate Board Directors in 2019 and American Banker’s Most Powerful Women in Banking ranking for multiple years. Ms. Skerritt received her B.A. in Economics from Kirkland (Hamilton) College and received her M.B.A. in Finance and International Business from New York University’s Stern School of Business.

About the Company

VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. As of December 31, 2020, VEREIT had total real estate investments of $14.6 billion including approximately 3,800 properties and 89.5 million square feet. VEREIT's business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. VEREIT uses, and intends to continue to use, its Investor Relations website, which can be found at www.VEREIT.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about VEREIT can be found through social media platforms such as Twitter and LinkedIn.

Forward-Looking Statements

Information set forth herein contains forward-looking statements, which reflect VEREIT's expectations regarding future results, events and plans, including expectations regarding the appointment of Mses. Almodovar and Skerritt and filing of VEREIT’s 2020 Annual Report on Form 10-K. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which are difficult to predict and beyond VEREIT's control, that could cause actual events and plans or could cause VEREIT's business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. These factors include the risks and uncertainties detailed from time to time in VEREIT's filings with the U.S. Securities and Exchange Commission (the "SEC"), which are available at the SEC's website at www.sec.gov. VEREIT disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

Media Contact

Parke Chapman

Rubenstein Associates

212.843.8489 | PChapman@Rubenstein.com

Investor Contact

Bonni Rosen, Senior Vice President, Investor Relations

VEREIT

877.405.2653 | BRosen@VEREIT.com