On March 2, 2017, the Board of Directors (the Board) of Spirit
Realty Capital, Inc. (the Company) approved the adoption of an
amendment (the Plan Amendment) to the Amended and Restated Spirit
Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award
Plan (the Plan), which among other things provides that, in the
event of a participants termination of service due to death or
disability, the vesting and/or exercisability of all outstanding
equity awards granted after March 2, 2017 then held by that
participant will accelerate in full, with performance-based
awards vesting as to the target number of shares of common stock
subject to such award.

The foregoing description of the Plan Amendment does not purport
to be complete and is qualified in its entirety by reference to
the complete text of the Plan Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March 2, 2017, the Board resolved to opt out of Section 3-803
(part of what is commonly referred to as the Maryland Unsolicited
Takeover Act) of the Maryland General Corporation Law, which,
absent such action by the Board, would have permitted the Board
to unilaterally divide itself into classes with staggered terms
of three years each (also referred to as a classified board)
without shareholder approval. By opting out of Section 3-803, the
Board cannot create a classified board in the future without
shareholder approval. The Company does not currently have a
classified board.

On March 3, 2017, the Company filed Articles Supplementary with
the State Department of Assessments and Taxation in Maryland
implementing the opt-out of Section 3-803, which are filed as
Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.