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  4. [8-K] ESSENTIAL PROPERTIES REALTY TRUST, INC. Reports Material Event

Shareholders approve all 2026 items at Essential Properties (NYSE: EPRT)

Filing Impact
(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Essential Properties Realty Trust, Inc. reported that stockholders approved all proposals at its 2026 Annual Meeting held on May 11, 2026. Of 210,327,420 common shares entitled to vote as of March 20, 2026, 93.9% were represented.

All eight director nominees received strong support, with votes for each ranging from about 187 million to over 191 million and no votes against, alongside broker non-votes. Stockholders also approved, on an advisory basis, the compensation of named executive officers and chose a one-year frequency for future advisory votes on executive pay. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 210,327,420 shares Common stock outstanding and entitled to vote as of March 20, 2026
Meeting participation 93.9% Percentage of entitled shares voted at the 2026 Annual Meeting
Highest director support 191,543,014 votes for Votes for director nominee Peter M. Mavoides
Say-on-pay support 183,827,403 votes for Advisory approval of executive compensation
One-year frequency support 189,024,496 votes for Preference for annual say-on-pay votes
Auditor ratification support 192,311,447 votes for Ratification of Grant Thornton LLP for year ending December 31, 2026
broker non-votes financial
"Name | Votes For | Votes Against | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2026"
Understanding 8-K Material Events →
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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 11, 2026
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.)
5 Vaughn Drive, Suite 202
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueEPRTNew 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2026. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of eight director nominees to serve until the 2027 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, on an advisory basis, of the frequency of future advisory votes approving the compensation of the Company's named executive officers 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, 2026.

As of March 20, 2026, the record date for the Annual Meeting, there were 210,327,420 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, of which 93.9% were voted at the Annual Meeting. At the Annual Meeting, each of the eight director nominees was elected, the compensation of the Company’s named executive officers was approved on an advisory basis, the frequency of one year for future advisory votes approving 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, 2026 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 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify:
NameVotes ForVotes AgainstWithheldBroker Non-Votes
Joyce DeLucca189,045,17903,170,349 5,246,221 
Scott A. Estes189,489,14102,726,387 5,246,221 
Peter M. Mavoides191,543,0140672,514 5,246,221 
Lawrence J. Minich188,994,95703,220,571 5,246,221 
Heather L. Neary188,918,89903,296,629 5,246,221 
Steven D. Sautel187,010,37905,205,149 5,246,221 
Janaki Sivanesan188,937,63003,277,898 5,246,221 
Kristin L. Smallwood191,498,2020717,326 5,246,221 

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 ForVotes AgainstAbstentionsBroker Non-Votes
183,827,4038,170,983217,1425,246,221

3.    At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, the frequency of one year for future advisory votes approving the compensation of the Company's named executive officers, by the vote indicated below:
One Year Two Years Three YearsAbstentionsBroker Non-Votes
189,024,4969,7203,056,832124,4805,246,221

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, 2026, by the vote indicated below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
192,311,4474,940,022210,2800



9.01—Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104Cover 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 12, 2026ESSENTIAL PROPERTIES REALTY TRUST, INC.
By:
/s/ Robert W. Salisbury
Robert W. Salisbury
Executive Vice President, Chief Financial Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Essential Properties (EPRT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, choosing the frequency of future say-on-pay votes, and ratifying Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.

How many Essential Properties (EPRT) shares were entitled to vote at the 2026 meeting?

A total of 210,327,420 shares of Essential Properties common stock were issued, outstanding, and entitled to vote as of March 20, 2026, the record date for the 2026 Annual Meeting of Stockholders, providing the basis for all voting results disclosed.

What percentage of Essential Properties (EPRT) shares were voted at the 2026 annual meeting?

At the 2026 Annual Meeting, 93.9% of the 210,327,420 eligible Essential Properties shares were voted. This high participation rate reflects broad shareholder engagement in electing directors, evaluating executive compensation, setting say-on-pay frequency, and ratifying the company’s independent registered public accounting firm.

Did Essential Properties (EPRT) shareholders approve executive compensation in 2026?

Yes, shareholders approved, on an advisory basis, the compensation of Essential Properties’ named executive officers, with 183,827,403 votes for, 8,170,983 against, 217,142 abstentions, and 5,246,221 broker non-votes, confirming majority support for the company’s executive pay program for the period reviewed.

What say-on-pay voting frequency did Essential Properties (EPRT) shareholders choose?

Shareholders approved a one-year frequency for future advisory votes on executive compensation. The vote totals were 189,024,496 for one year, 9,720 for two years, 3,056,832 for three years, 124,480 abstentions, and 5,246,221 broker non-votes, indicating a clear preference for annual say-on-pay votes.

Was Grant Thornton LLP ratified as Essential Properties (EPRT) auditor for 2026?

Yes, shareholders ratified Grant Thornton LLP as Essential Properties’ independent registered public accounting firm for the year ending December 31, 2026, with 192,311,447 votes for, 4,940,022 against, and 210,280 abstentions, and no broker non-votes recorded on this ratification proposal.

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