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

August 1, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Departure of Directors

On August 1, 2016, Messrs. Rajath Shourie and Derek Smith each delivered a notice to the board of directors (the “Board”) of STORE Capital Corporation (the “Company”) of their respective resignations from the Board and, in the case of Mr. Derek Smith, from the Compensation Committee of the Board, which was effective upon the adjournment of the meeting of the Board on August 1, 2016.  Messrs. Shourie and Derek Smith, who are both employed by Oaktree Capital Management, L.P. (“Oaktree”), had served on the Company’s Board of Directors since the Company’s founding in May 2011 and were designated as directors by STORE Holding Company, LLC (“STORE Holding”), an affiliate of Oaktree, pursuant to a stockholders agreement with the Company.  The decisions by Messrs. Shourie and Derek Smith to resign did not involve any disagreement with the Company, the Company’s management or the Board.  The Board, at its August 1, 2016 meeting, appointed two new directors to fill the vacancies created by the resignations of Messrs. Shourie and Derek Smith, as discussed in “Election of Directors” below.  Also, at its August 1, 2016 meeting, the Board determined to maintain its current size at eight members until it names an additional independent director, which it expects to do by the end of the year.

Election of Directors

On August 1, 2016, the Board appointed Mark N. Sklar to fill one of the vacancies created by the resignations of Messrs. Shourie and Derek Smith.  There were no arrangements or understandings between Mr. Sklar and any other persons regarding his appointment to the Board, nor is he party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.  The Board determined that Mr. Sklar is “independent” pursuant to the standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.  Mr. Sklar will serve on the Investment and Compensation Committees of the Board.

Mr. Sklar will be compensated for his board service consistent with the compensation arrangements provided to the Board’s other independent, non-management directors, which are more fully described in the “Director Compensation” section of the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 18, 2016, and will receive pro-rated amounts of the annual cash retainer and the annual restricted stock grant for the period from the date of his appointment until the 2017 Annual Meeting of Stockholders. Mr. Sklar will also enter into the Company’s form of indemnification agreement for directors.

Mr. Sklar is a founding partner of DMB Associates, Inc. (“DMB”), a privately held, diversified real estate investment and development company specializing in large-scale residential and mixed-use communities primarily in Arizona, California, Utah and Hawaii.  Mr. Sklar currently serves as Managing Director and a member of the Board of Directors of DMB, which he co-founded in 1984 with two other partners.  Mr. Sklar has over thirty years’ experience in managing the investment and development of residential and commercial real estate projects.  Prior to turning over the day-to-day management of DMB to senior management in 2009, Mr. Sklar’s work at DMB focused on making investment decisions, development planning and execution, entitlement work, as well as marketing and leasing.  Mr. Sklar served on the board of Banner Health, a non-profit health care system, from its inception through June 2016.  During his tenure on the Banner board, he served on its Quality and Nominating and Corporate Governance Committees, and as its Chairman.  He received a Bachelor of Arts degree from University of Wisconsin.

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On August 1, 2016, the Board appointed Mary Fedewa, one of the Company’s founders and its Executive Vice President — Acquisitions, Assistant Secretary and Assistant Treasurer, to fill one of the vacancies created by the resignations of Messrs. Shourie and Derek Smith.  There were no arrangements or understandings between Ms. Fedewa and any other persons regarding her appointment to the Board, nor is she party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.

Ms. Fedewa will not be compensated for her board service as directors who are employees of the Company do not receive any compensation for serving on the Board.  Ms. Fedewa will also enter into the Company’s form of indemnification agreement for directors.

The full biography and other information regarding Ms. Fedewa is incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2016.

Item 7.01. Regulation FD Disclosure.

On August 3, 2016, the Company issued a press release announcing the resignations of Messrs. Shourie and Derek Smith and the appointments of Mr. Sklar and Ms. Fedewa, as described in Item 5.02 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
99.1	Press release announcing the resignations of Messrs. Shourie and Derek Smith and appointments of Mark N. Sklar and Mary Fedewa as members of the Board of Directors of STORE Capital Corporation dated August 3, 2016

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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: August 3, 2016
	By:	/s/Michael T. Bennett
		Michael T. Bennett
		Executive Vice President-General Counsel

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EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release announcing the resignations of Messrs. Shourie and Derek Smith and appointments of Mark N. Sklar and Mary Fedewa as members of the Board of Directors of STORE Capital Corporation dated August 3, 2016

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EX-99.1

Exhibit 99.1

STORE Capital Appoints Mary Fedewa and Mark N. Sklar to Board of Directors

SCOTTSDALE, Ariz., August 3, 2016 — STORE CAPITAL CORPORATION (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced two new appointments to the Company’s Board of Directors.  Mary Fedewa and Mark N. Sklar take the board seats vacated by Rajath Shourie and Derek Smith, who resigned from the Company’s Board on August 1, 2016 following a transition period to identify replacement candidates as a result of the sale by Oaktree Capital Management, L.P. of the remainder of its ownership interest in STORE Capital on April 1, 2016.  Mr. Sklar will serve on the Company’s Investment and Compensation Committees.

“On behalf of Chairman Mort Fleischer and the rest of our Board, I am proud to congratulate my co-founder and colleague Mary Fedewa on her appointment to STORE’s Board of Directors,” said Christopher Volk, STORE’s Chief Executive Officer.  “Mary’s successful leadership of STORE’s investment origination activity is unrivaled in our industry and through her efforts, direct origination and lease contract creation have been the hallmark of STORE Capital from the very start.  Her leadership abilities have been instrumental in making this the best platform we have ever created. Mary’s participation in our Company’s corporate governance is germane to the growth and development of our business and fundamental to our organization’s strategy and priorities.

“Likewise, we are delighted to welcome esteemed real estate developer Mark Sklar to our Board.  Well-known in the real estate industry, Mark is a founder and principal in DMB Associates, Inc., a privately held, diversified real estate investment and development company specializing in large-scale residential and mixed-use communities primarily in Arizona, California, Utah and Hawaii.  Over the past 30 years, Mark has established a distinguished reputation for developing legacy communities that grow in value for builders, stakeholders and residents.  His expertise in leading a highly regarded real estate enterprise and his perspective will be valuable to our Board of Directors,” Volk continued.

“Today’s appointments are the latest development in our Board’s transformation to majority representation by independent directors and management, and we look forward to increasing our membership to nine by the end of this year,” Volk added. “We would also like to thank our final two Oaktree Capital Board members, Raj Shourie and Derek Smith, for all of their contributions.  We are forever grateful to them and to the whole Oaktree organization, as STORE’s founding institutional shareholder, for their part in our success.”

Mary Fedewa was one of STORE Capital’s founders in May 2011. As Executive Vice President — Acquisitions, she leads STORE’s acquisitions team in cultivating opportunities in new and existing markets and growing the demand for efficient net-lease capital solutions among middle market and larger companies.  Known throughout the industry for her thorough understanding of the business and her solutions-oriented charisma, Ms. Fedewa has over 20 years of experience in a broad range of financial services.

Prior to co-founding STORE Capital, Ms. Fedewa spent several years investing as a principal in single-tenant commercial real estate for private real estate companies. From 2004 to 2007, she was a Managing Director of Acquisitions at Spirit Finance Corporation, where she originated a significant volume of net-lease transactions in a variety of industries across the United States.  She also held a

variety of positions within GE Capital, concluding as a Senior Vice President within the Consumer Finance Division. Throughout her GE Capital tenure, Ms. Fedewa held leadership positions within Mortgage Insurance, Private Label Financing and Commercial Finance.  While at GE, Ms. Fedewa was awarded a Six Sigma Black Belt and also served as a GE Quality Leader.  Graduating Summa Cum Laude from North Carolina State University, Ms. Fedewa received her Bachelor of Arts degree in Business Management with a concentration in Finance.

Mark Sklar is a founding partner of DMB Associates, Inc. (“DMB”), a privately held, diversified real estate investment and development company specializing in large-scale residential and mixed-use communities primarily in Arizona, California, Utah and Hawaii.  Mr. Sklar currently serves as Managing Director and a member of the Board of Directors of DMB, which he co-founded in 1984 with two other partners.  Mr. Sklar has over thirty years’ experience in managing the investment and development of residential and commercial real estate projects.  Prior to turning over the day-to-day management of DMB to senior management in 2009, Mr. Sklar’s work at DMB focused on making investment decisions, development planning and execution, entitlement work, as well as marketing and leasing.  Mr. Sklar served on the board of Banner Health, a non-profit health care system, from its inception through June 2016.  During his tenure on the Banner board, he served on its Quality and Nominating and Corporate Governance Committees, and as its Chairman.  He received a Bachelor of Arts degree from University of Wisconsin.

About STORE Capital

STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name. Additional information about STORE Capital can be found on its website at www.storecapital.com.

Forward-Looking Statements

Certain statements contained in this press release that are not historical facts may contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for STORE Capital’s business, please refer to the periodic reports it files with the SEC from time to time. These forward-looking statements speak only as of the date of this press release and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contacts:

Financial Profiles

Investor Contact:

Moira Conlon, 310-622-8220

Media Contact:

Tricia Ross, 310-622-8226

STORECapital@finprofiles.com

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