Current Report Filing (8-k)

0001538990 false STORE Capital Corporation 0001538990 2023-02-03 2023-02-03

 

 

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): February 3, 2023

 

 

STORE Capital LLC

(STORE Capital LLC as successor by merger to STORE Capital Corporation)

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36739		88-4051712
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8377 East Hartford Drive, Suite 100

Scottsdale, AZ 85255

(Address of Principal Executive Offices, Including Zip Code)

[phone]

(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.  ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 3, 2023, STORE Capital LLC (the “Company”) entered into employment agreements (each, an “Employment Agreement”) with each of the following executive officers:

 

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Mary B. Fedewa - President, Chief Executive Officer, and Assistant Secretary;

 

•

Craig A. Barnett - Executive Vice President - Underwriting and Portfolio Management

 

•

Chad A. Freed - Executive Vice President - General Counsel, Chief Compliance Officer and Secretary

 

•

Tyler S. Maertz - Executive Vice President - Acquisitions

The Employment Agreements provide that each officer will serve in the specified role for an initial term of three years, with automatic one-year renewal terms unless either party provides notice of non-renewal to the other party not less than 90 days before the termination of the then existing term.

Pursuant to the Employment Agreements, each officer (i) will be paid an annual base salary, (ii) will be eligible to receive an annual cash incentive bonus based on the achievement of certain performance metrics over each fiscal year, and (iii) will be eligible to receive a grant under a long-term incentive plan (“LTIP”) based on the achievement of certain performance metrics over a three-year period performance period. The initial annual base salary, initial target bonus amount (the “Target Bonus Amount”), and initial target LTIP grant for each officer are as set forth in the table below:

 

Name		Initial Annual Base Salary		Initial Target Bonus Amount as a % of Base Salary		Initial Target LTIP Grant as a % of Base Salary
Mary B. Fedewa		$795,000		150%		575%
Craig A. Barnett		$391,875		75%		200%
Chad A. Freed		$420,000		75%		214%
Tyler S. Maertz		$365,750		75%		200%

In addition, the Employment Agreements provide that, if an officer’s employment is terminated by the Company without “cause” or by the officer for “good reason” (each as defined in the Employment Agreements), such officer will be entitled to receive certain severance benefits in addition to accrued obligations (as defined in the Employment Agreements), including (i) an amount equal to a multiple of such officer’s base salary in effect on the date of termination (1.5x in the case of Ms. Fedewa, and 1x in the case of the other officers), (ii) an amount equal to such officer’s Target Bonus Amount, (iii) 12 months of COBRA continuation coverage at the rate such officer would have paid under the Company’s group health benefit plans and (iv) a prorated LTIP payment based on the Board’s determination of actual performance for the entire performance period. The Employment Agreements contain customary restrictive covenants, including confidentiality, non-competition and non-solicitation provisions, that apply during the term of employment with the Company and for 12 months thereafter.

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreements, copies of which will be timely filed as exhibits to an upcoming periodic report in accordance with applicable rules and regulations of the Securities and Exchange Commission.

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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 LLC
				(as successor by merger to STORE Capital Corporation)
Dated: February 9, 2023
				By:		/s/ Chad A. Freed
						Chad A. Freed Executive Vice President - General Counsel