0001538990false00015389902021-05-272021-05-27

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): May 27, 2021

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland

    

001-36739

    

45-2280254

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

8377 East Hartford Drive, Suite 100

Scottsdale, AZ 85255

(Address of Principal Executive Offices, Including Zip Code)

(480) 256-1100

(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))

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

STOR

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.

STORE Capital Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 27, 2021. At the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 15, 2021. As of March 31, 2021, the record date for the Annual Meeting, there were 270,008,071 shares of the Company’s common stock issued, outstanding and entitled to vote on the proposals presented at the Annual Meeting. The voting results for each of the proposals are set forth below.

1.Election of Directors. The Company’s stockholders elected, by the vote indicated below, the following nine persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2022, or until his or her respective successor is duly elected and qualified:

Director

Votes For

Votes Withheld

Abstentions

Broker Non-Votes

Joseph M. Donovan

219,548,205

683,147

22,362,388

Mary B. Fedewa

219,545,407

685,945

22,362,388

Morton H. Fleischer

216,017,887

4,213,465

22,362,388

William F. Hipp

219,462,311

769,041

22,362,388

Tawn Kelley

217,502,768

2,728,584

22,362,388

Catherine D. Rice

216,682,882

3,548,470

22,362,388

Einar A. Seadler

218,591,778

1,639,574

22,362,388

Quentin P. Smith, Jr.

215,898,213

4,333,139

22,362,388

Christopher H. Volk

218,176,406

2,054,946

22,362,388

2.Advisory Vote to Approve Executive Compensation. The Company’s stockholders approved, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, by the vote indicated below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

153,687,318

66,097,343

446,691

22,362,388

3.Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the vote indicated below:

Votes For

Votes Against

Abstentions

241,252,014

1,157,649

184,077

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

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.

 

4

 

STORE Capital Corporation

 

 

Dated: June 1, 2021

 

By:

/s/ Chad A. Freed

 

 

Chad A. Freed

 

 

Executive Vice President – General Counsel