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 |
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001-36739 |
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45-2280254 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
8501 East Princess Drive, Suite 190 |
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85255 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 Companys stockholders voted on four proposals. The proposals are described in the Companys 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 Companys stockholders elected, by the vote indicated below, the following eight persons as directors of the Company, each to serve as such until the Companys annual meeting of stockholders to be held in 2017, or until his respective successor is duly elected and qualified:
Name |
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Votes For |
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Withheld |
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Abstentions |
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Broker Non-Votes |
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Morton H. Fleischer |
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90,557,913 |
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33,689,254 |
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|
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8,749,164 |
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Christopher H. Volk |
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97,171,036 |
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27,076,131 |
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|
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8,749,164 |
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Joseph M. Donovan |
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123,479,701 |
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767,466 |
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|
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8,749,164 |
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William F. Hipp |
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123,566,079 |
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681,088 |
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|
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8,749,164 |
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Einar A. Seadler |
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123,565,976 |
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681,191 |
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|
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8,749,164 |
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Rajath Shourie |
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94,004,901 |
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30,242,266 |
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|
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8,749,164 |
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Derek Smith |
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87,134,246 |
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37,112,921 |
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|
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8,749,164 |
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Quentin P. Smith, Jr. |
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122,640,056 |
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1,607,111 |
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8,749,164 |
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2. Ratification of Ernst & Young LLP as the Companys Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2016, by the vote indicated below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
132,800,939 |
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175,419 |
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19,973 |
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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 Companys named executive officers, by the vote indicated below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
122,762,030 |
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1,451,505 |
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33,632 |
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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 Companys named executive officers every year, by the vote indicated below:
Every Year |
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Every Two Years |
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Every Three Years |
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Abstentions |
118,870,380 |
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20,222 |
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5,327,863 |
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28,702 |
Consistent with the stockholders advisory vote, the Companys Board of Directors has determined that the Company will hold advisory votes to approve the compensation of the Companys 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 Companys annual meeting of stockholders in 2022.
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.
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STORE Capital Corporation | |
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Dated: June 6, 2016 |
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By: |
/s/Michael T. Bennett |
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Michael T. Bennett |
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Executive Vice President-General Counsel |