8-K

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

Date of Report (Date of earliest event reported): February 15, 2017

VEREIT, INC.
VEREIT OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)
Maryland	001-35263	45-2482685
Delaware	333-197780	45-1255683
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016
(Address of principal executive offices, including zip code)
(800) 606-3610
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

________________________

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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.

(b)

On February 15, 2017, Bruce D. Frank notified VEREIT, Inc. (the “Company”) that he will resign from the Board of Directors (the “Board”) of the Company effective immediately following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”).

(d)

On February 22, 2017, the Board appointed each of Richard J. Lieb and Mary Hogan Preusse to the Board as an independent member of the Board, effective immediately following the filing of the Company’s Form 10-K (the “Effective Date”). On the Effective Date, Mr. Lieb was also appointed to serve as Chairman of the Audit Committee. As of the date of this report, the Board has not determined which Board committees Ms. Hogan Preusse will serve on.

In accordance with the Company’s non-employee director compensation policy, Mr. Lieb and Ms. Hogan Preusse will be entitled to receive an annual cash retainer of $60,000 per annum, an annual equity retainer of $110,000 per annum (each prorated based on service in 2017) in the form of fully vested deferred stock units subject to a three-year holding period requirement and granted pursuant to the VEREIT, Inc. Equity Plan (the “Plan”), and fees for attending meetings of the Board and Board committees on which they serve. Mr. Lieb will also receive an annual cash retainer of $20,000 (prorated based on service in 2017) for his service as Chairman of the Audit Committee.

The Company also expects to enter into its standard director indemnification agreement with each of Mr. Lieb and Ms. Hogan Preusse, the form of which is described in and filed as an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 16, 2015.

There is no arrangement or understanding between Mr. Lieb or Ms. Hogan Preusse and any other person pursuant to which either Mr. Lieb or Ms. Hogan Preusse was selected as a director. Neither Mr. Lieb nor Ms. Hogan Preusse has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Additional information about these events is contained in the press release issued by the Company on February 22, 2017, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements 

Information set forth herein (including information included or incorporated by reference herein) may contain “forward-looking statements” (within the meaning of section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Company’s expectations regarding future events. Generally, the words “expects,” “anticipates,” “assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors which are difficult to predict, may be beyond the Company’s control and could cause actual results to differ materially from those contained in the forward-looking statements. If a change occurs, the Company’s business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s expectations with respect to the appointment of Mr. Lieb and Ms. Hogan Preusse and the Company’s other expectations and statements that are not historical facts. Additional factors that may affect future results are contained in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued February 22, 2017.

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SIGNATURES

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

VEREIT, INC.
By:	/s/ Michael J. Bartolotta
Name:	Michael J. Bartolotta
Title:	Executive Vice President and Chief Financial Officer

VEREIT OPERATING PARTNERSHIP, L.P. By: VEREIT, Inc., its sole general partner
By:	/s/ Michael J. Bartolotta
Name:	Michael J. Bartolotta
Title:	Executive Vice President and Chief Financial Officer

Date: February 22, 2017

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Exhibit Index

Exhibit No.	Description
99.1	Press Release issued February 22, 2017

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

VEREIT^® Announces Appointment of Richard J. Lieb and

Mary Hogan Preusse to its Board of Directors

Phoenix, AZ, February 22, 2017 -- VEREIT, Inc. (NYSE: VER) (“VEREIT” or the “Company”), a full-service real estate operating company with investment management capability, announced the appointment of Richard J. Lieb and Mary Hogan Preusse to the Company’s Board of Directors (“Board”). The appointments of the two new Independent Directors are effective immediately following the expected filing of VEREIT’s 2016 Annual Report on Form 10-K (“Annual Report”) on Thursday, February 23, 2017, and expands the Board to include eight members. Additionally, Independent Director Bruce D. Frank has resigned from the Board, also effective immediately following the filing of the Company’s Annual Report.

“On behalf of the Board, I would like to thank Bruce for his instrumental role and contributions to the Company. He was at the forefront of helping to stabilize and reestablish the Company’s momentum as it charted a new course,” said Glenn Rufrano, VEREIT’s Chief Executive Officer. “We are pleased to have Mary and Richard join VEREIT’s Board, increasing the number of independent directors and adding real estate experience, capital markets knowledge and industry leadership.”

Richard J. Lieb

Mr. Lieb is a Managing Director and Chairman of Real Estate at Greenhill & Co., LLC, a publicly traded independent investment banking firm. Prior to that, he was head of the Real Estate, Gaming and Lodging Group and also served as Greenhill’s Chief Financial Officer from 2008 to 2012. Prior to joining Greenhill in 2005, he spent more than 20 years with Goldman Sachs, where he headed its Real Estate Investment Banking Department from 2000 to 2005. Mr. Lieb has more than 30 years of experience focusing on advisory opportunities in the real estate industry. His work has covered the full range of investment banking services for nearly all property sectors including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and merger and acquisition assignments. Mr. Lieb also serves as an independent director of CBL & Associates Properties, Inc., a publicly traded REIT focused on middle market regional malls, and of AvalonBay Communities, Inc., a publicly traded REIT focused on developing, redeveloping, acquiring and managing apartment communities in leading metropolitan areas. He received his MBA from Harvard Business School in 1985 and his BA from Wesleyan University in 1981.

Mary Hogan Preusse

Ms. Hogan Preusse is Managing Director and Co-Head of Americas Real Estate for APG Asset Management US, which manages pension assets on behalf of Dutch citizens. She is responsible for managing all of the firm’s public real estate investments in North and South America, which total $13 billion in assets, and is a member of the Executive Board of APG Asset Management US. Prior to joining APG in 2000, Ms. Hogan Preusse spent eight years as a sell side analyst covering the REIT sector, and began her career at Merrill Lynch as an investment banking analyst. In 2015, she was the recipient of NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. Ms. Hogan Preusse also serves as an independent director of Kimco Realty Corp., a publicly traded REIT that owns and operates open-air shopping centers. She serves on NAREIT’s Investor Advisory Council and is a member of the Real Estate Advisory Board for the Carey Business School at Johns Hopkins University. Ms. Hogan Preusse graduated from Bowdoin College in Brunswick, Maine with a degree in Mathematics and is a member of Bowdoin's Board of Trustees.

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Media Contacts

Parke Chapman

Rubenstein Associates

212.843.8489 | pchapman@rubenstein.com

John Bacon, Senior Vice President, Corporate Communications

VEREIT

602.778.6057 | JBacon@VEREIT.com

Investor Relations Contact

Bonni Rosen, Director, Investor Relations                

VEREIT            

877.405.2653 | BRosen@VEREIT.com

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) may contain “forward-looking statements” (within the meaning of section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect VEREIT’s expectations regarding future events. Generally, the words “expects,” “anticipates,” “assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors which are difficult to predict, may be beyond VEREIT’s control and could cause actual results to differ materially from those contained in the forward-looking statements. If a change occurs, VEREIT's business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements. Such forward-looking statements include, but are not limited to, VEREIT’s expectation that it will file its 2016 Annual Report on Form 10-K on the announced date and that Mr. Lieb and Ms. Hogan Preusse will join the Board of Directors following such filing, as well as VEREIT’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts. Additional factors that may affect future results are contained in VEREIT’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. VEREIT disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

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