DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant  x

                 Filed by a party other than the Registrant  ¨      

 

Check the appropriate box:
¨      Preliminary Proxy Statement
¨      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨      Definitive Proxy Statement
x      Definitive Additional Materials
¨      Soliciting Material under §240.14a-12

SPIRIT REALTY CAPITAL, INC.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
x      No fee required
¨      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
  (1)    Title of each class of securities to which transaction applies:
    

 

  (2)    Aggregate number of securities to which transaction applies:
    

 

  (3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
    

 

  (4)    Proposed maximum aggregate value of transaction:
    

 

  (5)    Total fee paid:
    

 

¨      Fee paid previously with preliminary materials
¨      Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)    Amount Previously Paid:
    

 

  (2)    Form, Schedule or Registration Statement No.:
    

 

  (3)    Filing Party:
    

 

  (4)    Date Filed:
    

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of

 

LOGO

To Be Held On:

Monday, June 2, 2014 at 10:00 a.m. Mountain Standard Time

at Fairmont Scottsdale Princess, 7575 East Princess Drive, Scottsdale, AZ 85255

 

    

 

COMPANY NUMBER

 

    
    

 

ACCOUNT NUMBER

 

    
    

 

CONTROL NUMBER

 

    

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery, please make the request as instructed below before May 12, 2014.

Please visit http://www.astproxyportal.com/ast/18368, where the following materials are available for view:

 

  

•Notice of Annual Meeting of Stockholders

•Proxy Statement

•Form of Electronic Proxy Card

•Annual Report to Stockholders

TO OBTAIN    TELEPHONE: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers)
PROXY MATERIALS:    E-MAIL: info@amstock.com
   WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:     

LOGO

  

ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. Eastern Time the day before the meeting date.

 

IN PERSON: You may vote your shares in person by attending the Annual Meeting.

 

TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to view the materials and to obtain the toll free number to call. You may vote by telephone until 11:59 p.m Eastern Time the day before the meeting date.

 

MAIL: You may request a card by following the instructions above.

 

Please note that you cannot use this notice to vote by mail.   

1. Election of nine directors.

 

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014.

 

3. Advisory vote to approve the compensation of our named executive officers, as described in the proxy statement for the 2014 Annual Meeting of Stockholders.

 

4. Advisory vote on the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and

 

5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

 

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned Stockholder. If no direction is made, this proxy will be voted “FOR ALL NOMINEES” in Proposal 1, “FOR” Proposal 2 and Proposal 3, and for “1 YEAR” on Proposal 4.