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Section 1: 8-K (8-K)


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 31, 2018
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.)
 
8377 East Hartford Drive, Suite 100
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:
 
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))

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, a Maryland corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 31, 2018. 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 (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 19, 2018. As of April 2, 2018, the record date for the Annual Meeting, there were 198,044,148 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 2019, or until his or her respective successor is duly elected and qualified:

 
Director
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
 
 
Morton H. Fleischer
 
133,975,753
 
35,945,482
 
--
 
15,253,208
 
 
Christopher H. Volk
 
169,454,208
 
467,027
 
--
 
15,253,208
 
 
Joseph M. Donovan
 
169,467,134
 
454,101
 
--
 
15,253,208
 
 
Mary Fedewa
 
169,452,739
 
468,496
 
--
 
15,253,208
 
 
William F. Hipp
 
169,468,127
 
453,108
 
--
 
15,253,208
 
 
Catherine D. Rice
 
169,633,515
 
287,720
 
--
 
15,253,208
 
 
Einar A. Seadler
 
136,899,514
 
33,021,721
 
--
 
15,253,208
 
 
Mark N. Sklar
 
169,291,141
 
630,094
 
--
 
15,253,208
 
 
Quentin P. Smith, Jr.
 
136,721,207
 
33,200,028
 
--
 
15,253,208
 
 
2.          Approval of an Amended and Restated Charter. The stockholders approved the proposal to amend and restate the Company’s charter to remove certain provisions that applied to the Company when it was a “controlled company” under its former majority stockholder and that are no longer operative, by the vote indicated below:

 
Votes For
 
Votes Against
 
Abstentions
 
 
184,130,667
 
190,279
 
853,497
 
 
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
 
 
159,750,417
 
9,406,169
 
764,649
 
15,253,208
 
 
4.          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 fiscal year ending December 31, 2018, by the vote indicated below:

 
Votes For
 
Votes Against
 
Abstentions
 
 
184,361,372
 
589,862
 
223,209
 

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.
 
 
STORE Capital Corporation
 
 
Dated: June 4, 2018
 
 
By:
/s/ Michael T. Bennett
 
 
Michael T. Bennett
 
 
Executive Vice President-General Counsel
 


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