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

 

June 2, 2016

Date of Report (Date of earliest event reported)

 


 

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

 


 

Maryland

 

001-36739

 

45-2280254

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

8501 East Princess Drive, Suite 190
Scottsdale, AZ

 

85255

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (480) 256-1100

 


 

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:

 

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 5.07   Submission of Matters to a Vote of Security Holders.

 

STORE Capital Corporation, a Maryland corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2016.  At the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A, as supplemented (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 18, 2016 and as supplemented on May 16, 2016. As of April 4, 2016, the record date for the Annual Meeting, there were 140,879,389 shares of our common stock issued and 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 eight persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2017, or until his respective successor is duly elected and qualified:

 

Name

 

Votes For

 

Withheld

 

Abstentions

 

Broker Non-Votes

 

Morton H. Fleischer

 

90,557,913

 

33,689,254

 

 

8,749,164

 

Christopher H. Volk

 

97,171,036

 

27,076,131

 

 

8,749,164

 

Joseph M. Donovan

 

123,479,701

 

767,466

 

 

8,749,164

 

William F. Hipp

 

123,566,079

 

681,088

 

 

8,749,164

 

Einar A. Seadler

 

123,565,976

 

681,191

 

 

8,749,164

 

Rajath Shourie

 

94,004,901

 

30,242,266

 

 

8,749,164

 

Derek Smith

 

87,134,246

 

37,112,921

 

 

8,749,164

 

Quentin P. Smith, Jr.

 

122,640,056

 

1,607,111

 

 

8,749,164

 

 

2.                                      Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016, by the vote indicated below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

132,800,939

 

175,419

 

19,973

 

N/A

 

3.                                      Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the 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

122,762,030

 

1,451,505

 

33,632

 

8,749,164

 

4.                                      Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders recommended, on an advisory, non-binding basis, that the Company conduct future advisory votes approving the compensation of the Company’s named executive officers every year, by the vote indicated below:

 

2



 

Every Year

 

Every Two Years

 

Every Three Years

 

Abstentions

118,870,380

 

20,222

 

5,327,863

 

28,702

 

Consistent with the stockholders’ advisory vote, the Company’s Board of Directors has determined that the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2022.

 

3



 

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.

 

 

STORE Capital Corporation

 

 

Dated: June 6, 2016

 

 

By:

/s/Michael T. Bennett

 

 

Michael T. Bennett

 

 

Executive Vice President-General Counsel

 

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