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 26, 2022
STORE Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland |
| 001-36739 |
| 45-2280254 |
(State or Other Jurisdiction | (Commission | | (I.R.S. Employer |
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 5.07Submission of Matters to a Vote of Security Holders.
STORE Capital Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 26, 2022. 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 filed with the Securities and Exchange Commission on April 14, 2022 and as supplemented on April 20, 2022 (as supplemented, the “Proxy Statement”). As of April 4, 2022, the record date for the Annual Meeting, there were 279,595,851 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 2023, or until his or her respective successor is duly elected and qualified:
| | | | |||||
Director | | Votes For | | Votes Withheld | | Abstentions | | Broker |
Jawad Ahsan | | 214,482,743 | | 785,916 | | - | | 26,977,293 |
Joseph M. Donovan | | 214,501,626 | | 767,033 | | - | | 26,977,293 |
David M. Edwards | | 214,498,207 | | 770,452 | | - | | 26,977,293 |
Mary B. Fedewa | | 214,482,416 | | 786,243 | | - | | 26,977,293 |
Morton H. Fleischer | | 212,932,143 | | 2,336,516 | | - | | 26,977,293 |
William F. Hipp | | 213,317,521 | | 1,951,138 | | - | | 26,977,293 |
Tawn Kelley | | 210,728,290 | | 4,540,369 | | - | | 26,977,293 |
Catherine D. Rice | | 214,498,304 | | 770,355 | | - | | 26,977,293 |
Quentin P. Smith, Jr. | | 208,978,942 | | 6,289,717 | | - | | 26,977,293 |
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 |
| 202,519,178 | | 12,386,247 | | 363,234 | | 26,977,293 |
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, 2022, by the vote indicated below:
| | |||||
| Votes For | | Votes Against | | Abstentions | |
| 239,934,334 | | 2,112,306 | | 199,312 | |
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:
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 2028.
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: May 31, 2022 | ||
| By: | /s/ Chad A. Freed |
|
| Chad A. Freed |
|
| Executive Vice President – General Counsel |