2021 Proxy Statement
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STRATEGIC. DISCIPLINED. FOCUSED. 2021 Proxy Statement 2727 North Harwood Street Suite 300 Dallas, TX 75201 April 9, 2021 Dear Fellow Shareholders, 2020 Thank you for your confidence in Spirit. We present this year’s Proxy Statement and invite you to our 2021 Annual Meeting of Shareholders on May 19, 2021 at 8:30 a.m. MILESTONES Central Time to be held via live webcast. A little over one year ago, our Chief Executive Officer, Jackson Hsieh, wrote his annual letter to shareholders at a time when the novel coronavirus (COVID-19) was declared a global pandemic. Mr. Hsieh ended his letter to shareholders stating, • Responded to the COVID-19 crisis with timely and robust “We will ensure that we focus on operations and work with our tenants to disclosures, a fortified balance improve our overall real estate portfolio. Given our strong balance sheet and sheet, active engagement with our tenants, and asset liquidity position, we feel privileged and we will weather the upcoming management and acquisition economic and health storms as they persist throughout the year. I am team integration confident in our real estate portfolio, the people in our organization, and the • Acquired $868.2 million of opportunity to move more offensively once the environment around us begins high-quality real estate assets to show signs of stabilization.” across 146 properties, with increasing investment in industrial In reflecting on 2020, a year of incredible highs and lows, we are proud to report that assets and a weighted average despite the challenging environment imposed by COVID-19, we were able to live up to lease term of 15 years these commitments and even exceed them. Outlined below are some of our significant • Delivered strong operating operating and financial efforts and achievements in 2020: performance in light of COVID-19 with cash rent collection by November 2020 of 93%, and All One Team Culture over 99% occupancy Transitioned the Company to 100% remote-working environment in March 2020 to • Continued accessing the protect the health and safety of Spirit’s employees, families, and communities. capital markets, issuing approximately $608 million in Consistent and meaningful communication with employees during the pandemic, equity and $450 million in including monthly town hall meetings led by our Chief Executive Officer (or “CEO”), unsecured bonds, raising Jackson Hsieh; internal “pulse” surveys to monitor employee satisfaction and ability $400 million in term loans, and to work remotely; formation of a “Return to Office” Committee that researched best repaying $155 million of our 3.75% practices and safety measures in order to re-open our office safely; and convertible notes communications regarding updated benefits to address COVID-19 related issues. High involvement and engagement by the Board of Directors with management to address risks imposed by COVID-19 and the Company’s response and strategy. The Board of Directors met 31% more in 2020 as compared to 2019. Continued focus on diversity and inclusion by establishing our Diversity, Equity & Inclusion Council (“DEI Council) which hosted a training session facilitated by The Racial Equity Institute examining modern-day racial inequity and was attended by employees and members of our Board of Directors. Virtual events hosted by the Spirit’s Women’s Leadership Council including a conversation with the women of Spirit and a panel of female industry leaders on attaining professional success. Women comprise approximately 48% of our workforce and 40% of our director nominees; with ethnic or racial minorities comprising approximately 27% of our workforce. Continued commitment to reducing our environmental footprint and managing environmental risks through the implementation of environmentally sustainable practices, including initiatives of our Think Green Committee; considering environmental factors when evaluating new investments; working with our partners to assess property-level environmental characteristics and identify areas of improvement. Board of Directors Continued engagement with our compensation consultant to conduct a comprehensive review of our compensation program and philosophy and advise the Board on opportunities for improvement, including review of the compensation program in light of COVID-19. The Compensation Committee determined not to make any changes to the compensation of our Named Executive Officers due to COVID-19. In conjunction with our shareholder outreach efforts and the work with our independent compensation consultant, the Board adopted a number of significant changes to our compensation program for 2020, as more fully detailed in this Proxy Statement. Our commitment to diversity and active refreshment led to the nomination of three new, independent, highly qualified directors for election to our Board, two of whom are female, making 40% of our board nominees female. Operational Excellence Transitioned our acquisitions team to asset management in March 2020 to respond as quickly as possible to the needs of our tenants. We returned to acquisitions in June 2020, acquiring $868.2 million worth of assets. Worked in partnership with our tenants to navigate the impacts of COVID-19. We deferred approximately $32 million in rent and provided limited rent abatements for tenants directly impacted by the pandemic. Increased our rent collections from 75% in the second quarter 2020 to 93% by November 2020. Maintained strong liquidity by raising $400 million in term loans, $450 million of 3.2% unsecured bonds due in 2031, and $608 million in gross proceeds under forward contracts (assuming full settlement) under our At-the-Market Program and underwritten public offering. On behalf of the Board of Directors and all of the employees at Spirit, we thank you for your commitment to Spirit and ask for your support on the matters described in this Proxy Statement so that we can continue to produce results and increase long-term shareholder wealth going forward. Richard I. Gilchrist Chairman of the Board Jackson Hsieh CEO and President NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS Date & Time: Place: Record Date: Outstanding Shares on Record Date: May 19, 2021, Virtual meeting will be held via March 15, 2021 114,953,025 8:30 a.m. Central live webcast. For more Time information, see the “Questions and Answers” section of this Proxy Statement. ITEMS OF BUSINESS AND RECOMMENDATIONS: Proposal Board’s No. Description Recommendation Page The election of (10) ten directors nominated by our Board of Directors and named FOR each of the 1 in the accompanying Proxy Statement to hold office until the next annual meeting 73 of shareholders and until their respective successors have been duly elected and 10 nominees qualified 2 The ratification of the selection of Ernst & Young LLP as our independent FOR 86 registered public accounting firm for the fiscal year ending December 31, 2021 3 A non-binding, advisory resolution to approve the compensation of our named FOR 87 executive officers as described in the accompanying Proxy Statement Shareholders may also be asked to consider such other business as may properly come before the Shareholders at the Annual Meeting or any postponements or adjournments thereof. We have not received notice of any other proposals to be presented at the Annual Meeting. HOW TO VOTE If you are a shareholder of record of Spirit common stock as of the close of business on the Record Date, you may vote at the Annual Meeting or by Proxy using any of the following methods: By Internet By Mail at www.proxypush.com/SRC Vote your shares by proxy by signing, dating and returning the proxy card in the postage-paid envelope provided. By Phone By Attendance at the Virtual Annual Meeting call toll-free 1-866-256-1217 Vote your shares by attending the virtual Annual Meeting held via live webcast. See the “Questions and Answers” section of this Proxy Statement for more information. Votes submitted by internet (not including votes cast at the virtual Annual Meeting) or phone must be received prior to the start of the Annual Meeting. Spirit Realty Capital | 2021 Proxy Statement NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON May 19, 2021: This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and our Annual Report to Shareholders for the fiscal year ended December 31, 2020 are available at www.proxydocs.com/SRC. More information regarding proxy voting, proxy materials, and attending the annual meeting can be found in the “Questions and Answers” section of this Proxy Statement. By Order of our Board of Directors, Jay Young, Executive Vice President, General Counsel and Corporate Secretary Spirit Realty Capital | 2021 Proxy Statement TABLE OF CONTENTS ANNUAL MEETING INFORMATION ....................... 1 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ................................................. 60 PROXY SUMMARY .......................................... 4 Process for Considering Director Nominees 60 Executive Compensation Highlights 9 COMPENSATION COMMITTEE .......................... 61 Corporate Governance Highlights 12 Compensation Committee Interlocks and Insider 61 Board Highlights 13 Participation Driving Stakeholder Value: Human Capital Management, 15 Community, and Environmental Highlights ADDITIONAL CORPORATE GOVERNANCE MATTERS .................................................... 62 OUR EXECUTIVE OFFICERS ...............................19