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EX-99.1 - EX-99.1 - VEREIT, Inc.v381128_ex99-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 10, 2014

 

AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)

 

Maryland

001-35263

45-2482685

(State or other jurisdiction of

incorporation or organization)

(Commission File Number) (I.R.S. Employer Identification No.)

 

405 Park Avenue, 15th Floor

New York, New York 10022

 

(Address, including zip code, of principal executive offices)

 

(212) 415-6500

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))

 

 

 
 

 

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

 

On June 10, 2014, Scott P. Sealy, Sr. resigned from the board of directors of American Realty Capital Properties, Inc. (the “Company”). Mr. Sealy informed the Company that he is entering into a real estate venture in a sector that is competitive with the Company’s business. In light of that inherent conflict of interest, Mr. Sealy believes he will be unable to further serve on the Company’s board of directors. Mr. Sealy’s resignation also served as a resignation from the Company’s Conflicts Committee. Mr. Sealy’s resignation did not result from a disagreement with the Company and therefore disclosure under Item 5.02(a) of Form 8-K is not required.

 

A copy of the press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

     
Exhibit No.   Description
99.1   Press Release issued June 10, 2014

 

 
 

 

SIGNATURES

 

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

 

    AMERICAN REALTY CAPITAL PROPERTIES, INC.
       
June 10, 2014   By: /s/ Nicholas S. Schorsch
    Name:  Nicholas S. Schorsch
    Title: Chief Executive Officer and
      Executive Chairman of the Board of Directors