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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

May 15, 2023
Date of Report (Date of earliest event reported)

Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-38530
 82-4005693
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
902 Carnegie Center Blvd., Suite 520
Princeton, New Jersey
 08540
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(609) 436-0619




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common stock, $0.01 par value EPRT 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).

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 ☐



Item 5.07 — Submission of Matters to a Vote of Security Holders.

Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2023. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of eight director nominees to serve until the 2024 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, (iii) the approval of the Essential Properties Realty Trust, Inc. 2023 Incentive Plan and (iv) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

As of March 24, 2023, the record date for the Annual Meeting, there were 148,838,117 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, of which 94.8% were voted at the Annual Meeting. At the Annual Meeting, all of the eight director nominees were elected, the compensation of the Company’s named executive officers was approved on an advisory basis, the Essential Properties Realty Trust, Inc. 2023 Incentive Plan was approved and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 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 eight persons as directors of the Company, each to serve until the 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify:
Name Votes For Votes Against Withheld Broker Non-Votes
Paul T. Bossidy 133,727,376 0 3,539,621  3,778,530 
Joyce DeLucca 134,823,959 0 2,443,038  3,778,530 
Scott A. Estes 135,860,302 0 1,406,695  3,778,530 
Peter M. Mavoides 136,800,103 0 466,894  3,778,530 
Lawrence J. Minich 131,775,578 0 5,480,782  3,789,167 
Heather L. Neary 131,757,703 0 5,509,294  3,778,530 
Steven D. Sautel 130,866,139 0 6,400,858  3,778,530 
Janaki Sivanesan 131,890,901 0 5,376,096  3,778,530 

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
91,343,147 45,879,084 44,766 3,778,530

3.    At the Annual Meeting, the Company’s stockholders approved the Essential Properties Realty Trust, Inc. 2023 Incentive Plan by the vote indicated below:

Votes For Votes Against Abstentions Broker Non-Votes
102,285,512 34,869,274 112,211 3,778,530

4.    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, 2023, by the vote indicated below:

Votes For Votes Against Abstentions Broker Non-Votes
133,918,934 7,109,046 17,547 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 16, 2023 ESSENTIAL PROPERTIES REALTY TRUST, INC.
By:
/s/ Mark E. Patten
Mark E. Patten
Executive Vice President, Chief Financial Officer, Treasurer and Secretary