Essential Properties Realty Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EPRT
Real Estate Investment Trusts
Real Estate
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
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Item 5.07 — Submission of Matters to a Vote of Security Holders.
Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2025. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of seven director nominees to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify, (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers and (iii) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
As of March 21, 2025, the record date for the Annual Meeting, there were 187,780,310 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, of which 83.2% were voted at the Annual Meeting. At the Annual Meeting, all of the seven director nominees were elected, the compensation of the Company’s named executive officers was approved on an advisory basis and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified. Set forth below are the final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
1.At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following seven persons as directors of the Company, each to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify:
| Name | Votes For | Votes Against | Withheld | Broker Non-Votes | ||||||||||||||||||||||
| Joyce DeLucca | 147,129,640 | 0 | 1,976,232 | 7,192,620 | ||||||||||||||||||||||
| Scott A. Estes | 146,558,425 | 0 | 2,547,447 | 7,192,620 | ||||||||||||||||||||||
| Peter M. Mavoides | 148,235,558 | 0 | 870,314 | 7,192,620 | ||||||||||||||||||||||
| Lawrence J. Minich | 145,905,928 | 0 | 3,199,944 | 7,192,620 | ||||||||||||||||||||||
| Heather L. Neary | 145,974,550 | 0 | 3,131,322 | 7,192,620 | ||||||||||||||||||||||
| Steven D. Sautel | 143,630,700 | 0 | 5,475,172 | 7,192,620 | ||||||||||||||||||||||
| Janaki Sivanesan | 145,894,801 | 0 | 3,211,071 | 7,192,620 | ||||||||||||||||||||||
2. At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 141,899,629 | 7,021,742 | 184,501 | 7,192,620 | |||||||||||||||||
3. At the Annual Meeting, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 151,874,806 | 4,353,400 | 70,286 | 0 | |||||||||||||||||
9.01—Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| Date: May 13, 2025 | ESSENTIAL PROPERTIES REALTY TRUST, INC. | |||||||
| By: | /s/ Mark E. Patten | |||||||
Mark E. Patten | ||||||||
| Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | ||||||||