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
Non-Votes |
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:
Every Year | | Every Two Years | | Every Three Years | | Abstentions |
184,925,252 | | 78,518 | | 5,956,811 | | 51,285,371 |
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