DEF 14A

DEF 14A 1 d274202ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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STORE Capital Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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				2022 Notice of Annual Meeting of Stockholders and Proxy Statement

LOGO

Mary Fedewa
Chief Executive Officer

To Our Stockholders:

STORE seeks to fill a significant need for timely access to capital so that growing companies can build their businesses, create jobs and achieve their dreams. We take immense pride in helping our customers fulfill their critical roles – from bringing quality healthcare to communities, to educating children, to caring for pets – in the communities they serve.

We closed 2021 with a very strong fourth quarter, delivering our highest AFFO per share ever, and finished the full year with AFFO per share up by 12% while delivering total acquisition volume of $1.5 billion at an average cap rate of 7.5% and maintaining our healthy investment spread at over 4%. During the year, the net-lease space became increasingly competitive, primarily due to attractive financing costs for public and private market participants, which has led to some cap rate compression, but our customer-centric business model, unique platform and focus on granular investments continues to differentiate us.

Over the past couple of years, we have sought to build a senior leadership team that is exceptionally skilled, highly adaptable to change and eager to take STORE to its next level of growth and value creation. In addition to several internal promotions, in November, Sherry Rexroad, formerly Managing Director, Business Development at BlackRock Global Real Assets Securities, was appointed to Chief Financial Officer, bringing extensive leadership experience in REITS, real estate, finance and capital markets. At the Board level, in December, we announced that Tawn Kelley, a senior corporate executive at Taylor Morrison Home Corporation, would become our new independent, non-executive Chairman of the Board, and in February 2022, we announced the addition of two new independent board members with exceptional backgrounds and skills that complement, and increase the diversity of, our Board.

STORE has reached an important inflection point. We now have the ability to scale our best-in-class platform while continuing to generate strong risk-adjusted returns. To drive this scale, we are increasing our investment in our technology platform and analytic capabilities to enable us to more efficiently identify qualified investments and streamline our decision making process. With our direct origination approach to the large target market we serve and our ability to tailor lease terms based on current economic environments, we are confident that we can continue to generate strong returns in almost any market.

At STORE, we define success by our ability to make a positive difference for all our stakeholders. Our environmental initiatives and partnerships focus on assisting our customers with energy savings and carbon footprint reduction in their facilities. In addition, we are proud to have been named to the Bloomberg Gender Equality Index for the second consecutive year, and we actively nurture a culture that is rooted in diversity, inclusion and development at all levels of our organization and that fully optimizes the career potential of all our employees.

As I look to the future for STORE, I see that our market potential is enormous, our customized finance solutions are value creators and our customer relationships have never been stronger. Most importantly, we will not be standing in place. A vital lesson that was re-enforced while successfully navigating the pandemic is adaptability + foundational strength = sustainable growth. I am confident that we have a very bright future ahead. I want to thank all my colleagues for their hard work and dedication, our customers for the trust you have placed in us, our Board of Directors for their wise guidance and our many investors for your support.

Sincerely,

LOGO

Mary Fedewa

President, Chief Executive Officer and Director

LOGO

April 14, 2022

Dear Fellow Stockholder:

You are invited to attend the 2022 Annual Meeting of Stockholders of STORE Capital Corporation. The meeting will be held on Thursday, May 26, 2022, at 9:00 a.m., Arizona time. The Annual Meeting will be a completely “virtual” meeting of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/STOR2022 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

The attached proxy statement, with the accompanying notice of the meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to take part in the business of our company by voting on the matters described in the accompanying proxy statement. We hope that you will be able to attend the meeting, during which our directors and senior leadership team will be available to answer questions.

Your vote is important. Whether you plan to attend the meeting or not, please return a completed proxy card as promptly as possible or authorize your proxy on the Internet or by calling the toll-free telephone number included in the proxy materials provided to you. The attached proxy statement contains instructions regarding all three methods of authorizing your proxy. If you attend the meeting virtually through the Internet, you may continue to have your shares of common stock voted as instructed in a previously delivered proxy or you may electronically revoke your proxy and vote your shares of common stock online during the meeting. We look forward to your participation.

Sincerely,

LOGO

Tawn Kelley

Chairman of the Board of Directors

This proxy statement is dated April 14, 2022, and is first being made available to stockholders on or about

April 14, 2022.

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 26, 2022


Date and Time:		Thursday, May 26, 2022, at 9:00 a.m., Arizona time.

Place:		The Annual Meeting will be a completely virtual meeting of stockholders, and you will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/STOR2022 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

Items of Business:		Proposal 1 – To elect nine director nominees to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified; Proposal 2 – To approve, on an advisory basis, the compensation of STORE’s named executive officers; and Proposal 3 – To ratify the selection of Ernst & Young LLP as STORE’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Record Date:		Stockholders of record at the close of business on April 4, 2022 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Delivery of Proxy Materials:		Beginning on April 14, 2022, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders rather than a full paper set of the proxy materials.

Voting:		Internet and telephone voting are available. Voting instructions are provided on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, on the proxy card.
BY ORDER OF THE BOARD OF DIRECTORS

/S/ CHAD A. FREED

Chad A. Freed
Executive Vice President – General Counsel, Chief Compliance Officer and Secretary
Scottsdale, Arizona
April 14, 2022


		How To Vote
		Please Choose One of the Following Voting methods


				Vote By Internet:
				Before The Meeting:
				Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow ® xxxx xxxx xxxx xxxx (located on the following page) available and follow the instructions.
				During The Meeting:

				Go to www.virtualshareholdermeeting.com/STOR2022. Have the information that is printed in the box marked by the arrow ® xxxx xxxx xxxx xxxx (located on the following page) available and follow the instructions.

				Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 26, 2022. The Notice of Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (which constitutes our annual report to stockholders) are available at http://ir.storecapital.com.

TABLE OF CONTENTS


PROXY SUMMARY			S-1

2021 BUSINESS PERFORMANCE			S-4

CORPORATE RESPONSIBILITY			S-5

GOVERNANCE			1

PROPOSAL NO. 1 – ELECTION OF DIRECTORS			1

OUR BOARD OF DIRECTORS			7

BOARD AND COMMITTEE GOVERNANCE			10

ADDITIONAL CORPORATE GOVERNANCE FEATURES			15

DIRECTOR COMPENSATION			18

DIRECTOR INDEPENDENCE AND RELATED PARTY TRANSACTIONS			19

EXECUTIVE COMPENSATION			21

PROPOSAL NO. 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			21

EXECUTIVE OFFICERS			22

COMPENSATION DISCUSSION AND ANALYSIS			24

Executive Summary			24

Response to 2021 Advisory Vote on Executive Compensation			28

Compensation Philosophy and Objectives			30

How We Determine Compensation			30

Elements of 2021 Compensation			32

Base Salary			33

Short-Term Incentives			33

Long-Term Incentives			37

One-Time Modification to 2020 Performance Year			39

Results of 2019 Performance-Based RSU Grants			40

Status of Outstanding 2020 Performance-Based RSU Grants			41

Special Stock Grant			41

401(k) Plan			41

Severance and Change in Control Arrangements			41

Retirement Succession Policy			41

Perquisites and Other Personal Benefits			42

Other Compensation Policies			42

Compensation Risk Assessment			43

Compensation Program Updates for 2022			43


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			45

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			45

COMPENSATION TABLES			46

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			51

OTHER COMPENSATION MATTERS			54

AUDIT MATTERS			56

REPORT OF THE AUDIT COMMITTEE			56

PROPOSAL NO. 3 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022			58

OWNERSHIP OF OUR STOCK			59

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			59

QUESTIONS AND ANSWERS			61

STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			67

OTHER MATTERS			67

ADDITIONAL INFORMATION			67


						2022 Proxy Statement		i

PROXY SUMMARY

The Board of Directors (the “Board”) of STORE Capital Corporation is soliciting proxies for the annual meeting of stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and the accompanying notice. This Proxy Statement and the accompanying form of proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2021, which constitutes our annual report to stockholders (the “Annual Report”), were first made available to stockholders on or about April 14, 2022. Throughout this Proxy Statement, we refer to STORE Capital Corporation as “we,” “us,” “our,” “STORE” or the “Company.”

The summary below highlights information contained elsewhere in this Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding STORE’s 2021 performance, please review our Annual Report.

Summary of Matters to be Voted Upon

Stockholders are being asked to vote on the following matters at the Annual Meeting:

Item 1

Election of directors

✔

Our Board’s Recommendation: “FOR” each director nominee

Our Board and our Nominating and Corporate Governance Committee believe that the nine director nominees possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to STORE’s management and to effectively oversee the business and long-term interests of our stockholders.

® Page Reference for Further Information: 1

Director Nominees

The following provides summary information regarding our director nominees:


Name	Age		Director Since		Primary Occupation	Committee Memberships	Other Public Company Boards

Jawad Ahsan⁺		42		2022	Chief Financial Officer, Axon Enterprise, Inc.	Audit Compensation	0

Joseph M. Donovan⁺		67		2014	Senior investment banking executive (retired)	Audit* Investment	0

David M. Edwards⁺		62		2022	Managing Partner, Edwards Williams Consulting, LLC	Investment Nominating and Corporate Governance	0

Mary B. Fedewa		56		2016	President, Chief Executive Officer and Director, STORE Capital Corporation		0

Morton H. Fleischer⁺		85		2011	Director and Chair Emeritus, STORE Capital Corporation		0

William F. Hipp⁺		67		2016	Senior banking executive (retired)	Audit Compensation Investment*	0

Tawn Kelley⁺		58		2020	Executive Vice President of Taylor Morrison Home Corporation and President, Financial Services division	Nominating and Corporate Governance*	0

Catherine D. Rice⁺		62		2017	Senior financial executive (retired)	Audit Investment	2

Quentin P. Smith, Jr.⁺		70		2014	President, Cadre Business Advisors LLC	Compensation* Nominating and Corporate Governance	1

+	Independent director

Chair


						2022 Proxy Statement		S-1

Item 2

Advisory vote to approve the compensation of our named executive officers

✔

Our Board’s Recommendation: “FOR”

We are seeking a non-binding advisory vote to approve the compensation of our named executive officers as described in this Proxy Statement. Our Board values the opinions of our stockholders, and our Compensation Committee will take into account the outcome of this advisory vote when considering future decisions regarding the compensation of our named executive officers.

® Page Reference for Further Information: 21

Our Compensation Committee, operating pursuant to authority delegated to it by our Board, oversees the design, development and implementation of our executive compensation program. The compensation of our “named executive officers,” who are identified in the section titled “Executive Compensation,” is comprised of base salary, short-term incentives (our annual cash bonus program) and long-term incentives (our equity-based compensation program). In 2021, 69% or more of our NEOs’ total direct compensation was performance-based.

The key elements of our named executive officers’ compensation are described in more detail in the following table:


Compensation Element		Objectives Associated with the Compensation Element

Base Salary		• Designed to provide competitive compensation that reflects the contributions and skill levels of each named executive officer.

Short-Term Incentive Compensation		• Designed to motivate our named executive officers to achieve performance goals established by our Compensation Committee that reinforce our annual business plan, to assist us in attracting and retaining qualified executives and to promote the alignment of our named executive officers’ interests with those of our stockholders.

Long-Term Incentive Compensation		• Designed to align our named executive officers’ long-term interests with those of our stockholders and to maintain the competitiveness of our total compensation package.

At each of our last four annual meetings prior to 2021, our executive compensation program has received the support of over 93% of the votes cast. In 2021, our executive compensation program received the support of 69.926% of the votes cast. In the fourth quarter of 2021 and first quarter of 2022, we conducted a stockholder engagement effort focused on our executive compensation program. See “Governance – Additional Corporate Governance Matters – Stockholder Engagement.”


S-2		STORE Capital Corporation

Item 3

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022

✔

Our Board’s Recommendation: “FOR”

Our Audit Committee and our Board believe that the retention of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022 is in the best interests of STORE and its stockholders, and we are asking our stockholders to ratify our Audit Committee’s selection of Ernst & Young LLP to serve in that capacity.

® Page Reference for Further Information: 58

Ernst & Young LLP, an independent registered public accounting firm, served as our auditor for 2021. Our Audit Committee selected Ernst & Young LLP to serve as our auditor for the year ending December 31, 2022. Although stockholder approval is not required, our Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification at the Annual Meeting. The following table provides summary information regarding Ernst & Young LLP’s fees for 2021 and 2020:


	2021		2020

Audit fees		1,257,644	$	1,234,935

Audit-related fees		125,000		—

Tax fees		223,051		233,690

All other fees		8,445		2,000


Total	$	1,614,140		1,470,625


						2022 Proxy Statement		S-3

2021 BUSINESS PERFORMANCE

2021 Achievements

LOGO

1, 3 and 5-Year Total Shareholder Return as of December 31, 2021

LOGO

Comparison of the Company’s absolute Total Shareholder Return (“TSR”) for the one-year, three-year and five-year periods ending on the last trading day of 2021 relative to the absolute TSR for the MSCI US REIT Index and S&P 400 REIT Index


S-4		STORE Capital Corporation

CORPORATE RESPONSIBILITY

STORE defines its success by its ability to make a positive difference for its many stakeholders. Our beginning was inspired by a belief that we could make a positive difference for real estate intensive businesses across America by delivering innovative and superior real estate capital solutions. In that process, we have sought to add an important tool to middle-market company capital formation, while improving the liquidity of leading middle-market and larger businesses.

For its many customers, STORE’s real estate lease solutions have contributed to their prospects for wealth creation and to their ability to grow, create jobs and contribute to many communities across the country. In turn, meeting the needs of our customers provides an extraordinary investment opportunity that we believe holds the promise of sustainable long-term wealth creation for our many stockholders. In fulfilling this mission, we have grown our staff to more than 120 employees, expanded our diverse and experienced management team and strengthened our commitment to employee development, employee engagement and personal growth, which are central to the creation of a quality business.

Customers, stockholders and employees: These are our three most integral stakeholders. Through them, we make a positive difference to our many other important stakeholders, including our creditors, suppliers and the many communities we serve.

LOGO

Environmental Stewardship

STORE is a net-lease real estate investment trust (“REIT”). We acquire single-tenant operational real estate (or profit center properties) from business owners, and then lease the properties back to the business owners under long-term net-leases, substantially all of which are triple-net. Under a triple-net lease, the tenant is solely responsible for operating the business conducted in the building subject to the lease, including keeping the building in good order and repair, remodeling and updating the building as it deems appropriate to maximize business value and paying the insurance, property taxes and other property-related expenses. Under the triple-net lease model, therefore, it is our customer, and not STORE, that controls energy, water usage and waste and recycling practices and that decides when and how to implement environmentally sustainable practices at a given property. While we do not control the business operations at our properties, as the property owner, we nevertheless recognize that the operation of commercial real estate assets can have a meaningful impact on the environment – particularly with respect to resource consumption and waste generation – and on the health of building occupants.

At STORE, we are committed to environmental sustainability and the mitigation of environmental risks in connection with the development of our property portfolio. This commitment reflects the fact that the properties we acquire are subject to both state and federal environmental regulations, but, more importantly, it aligns with our belief that being conscious of,


						2022 Proxy Statement		S-5

and seeking to address and manage, environmental risks within our control, and supporting our customers to do the same in their businesses, plays a role in building and sustaining successful enterprises and, thus, is material to the success of our own business.

Our environmental initiatives and partnerships focus on energy savings and carbon footprint reduction in our customers’ facilities. As we are a triple-net lease REIT, without direct control of physical locations, our primary focus includes educating ourselves and our customers on evolving environmental strategies, soliciting feedback, gathering environmental data from our customers, developing relationships between our customers and environmental, social and governance (“ESG”) vendor partners and supporting our tenants in the implementation of green programs, including energy efficiency and carbon reduction programs.

•

We Continuously Seek to Understand the Environmental Risks and Opportunities Associated with Our Business Practices. Our commitment to environmental sustainability begins before we acquire a real estate asset and involves, among other factors, a consideration of the environmental risks associated with our tenants and with prior users of the real estate asset. We then analyze environmental matters in each step of our three-phase property acquisition process. During our three-phase property acquisition process, we:

•

Assess Potential Properties for Acquisition. We engage third parties to conduct comprehensive due diligence, including environmental evaluations and sustainable practices assessments, on each property we propose to buy.

•

Address Environmental Conditions. Where we have identified one or more recognized environmental conditions, we seek to address them prior to acquisition, including requiring further testing, requiring the seller to remediate the issue in accordance with any state-mandated minimum requirements, submitting the property to any state voluntary compliance program, purchasing environmental insurance and preparing for climate-related natural disasters by requiring our tenants to carry insurance, including fire, wind/hail, earthquake, flood and other extended coverage, where appropriate, given the relative risk of loss, geographic location and industry best practices.

•

Enforce Environmental Compliance. If we are satisfied with the results and outcome of our pre-acquisition due diligence process, we will then purchase the property and enter into a lease pursuant to which the customer will agree to certain environmental and other covenants and indemnities related to its continued use of the property.

•

We Undertake Initiatives to Promote Greater Environmental Awareness Among Our Employees, Evaluate Opportunities to Enhance Our Processes and Promote Awareness and Engage with Our Tenants Regarding Sustainability Practices and Solutions. Although, under our triple-net lease business model, our customers control all business operations at our properties, we seek to positively influence the sustainability practices of our customers and vendors while constantly striving to improve our sustainability practices at our home office in Scottsdale, Arizona.

•

For our Tenants. We conduct an annual customer outreach survey designed to gauge our customers’ current sustainability practices. We believe encouragement of sustainability initiatives through education, ideas and support for property-level sustainability solutions, particularly related to energy, water and indoor environmental quality, can lead to the adoption of practices that should drive business and real estate value appreciation, decrease operating costs and mitigate regulatory risks.

•

For our Vendors. We have adopted a Vendor Code of Conduct, which sets forth our standards for fair and ethical business practices, safe labor conditions, respect for human rights and environmental stewardship, as well as our expectations that our vendors and their subcontractors will comply with all applicable environmental rules and regulations while actively seeking to minimize the environmental impact of their business operations.

•

For our Employees. We have established an ESG Working Group made up of a diverse group of management and employee representatives, which serves as an internal working group focused on developing and furthering our sustainability efforts, both at our home office and with our customers. The efforts of our ESG Working Group are overseen by a management-level ESG Committee that selects and coordinates our specific sustainability-related initiatives under the overall oversight of the Nominating and Corporate Governance Committee of our Board.


S-6		STORE Capital Corporation

Social Responsibility and Human Capital Development

STORE believes that to continue to deliver strong financial results, we must execute on a human capital strategy that prioritizes, among other things: (i) establishing a work environment that attracts, develops and retains top talent; (ii) affording our employees an engaging work experience that allows for career development and opportunities for meaningful civic involvement; (iii) evaluating compensation and benefits and rewarding outstanding performance; (iv) engaging with, and obtaining feedback from, our employees on their workplace experiences; (v) enabling every employee, at every level, to be treated with dignity and respect, to be free from discrimination and harassment and to devote their full attention and best efforts to performing their job to the best of their respective abilities; and (vi) communicating with our Board on key topics.

•

Corporate Donations and Volunteering. We strive to be a good corporate citizen in our community by supporting charitable organizations that promote education, environmentally sustainable practices and social well-being, and by encouraging our employees to personally commit to organizations that are meaningful to them. STORE is proud to support many local charities through financial and employee-driven volunteerism.

•

Work Environment. Our Policy Statement on Human Rights demonstrates our commitment to maintaining a work environment where every employee, at every level, is treated with dignity and respect, is free from discrimination and harassment and is allowed to devote their full attention and best efforts to performing their job to the best of their respective abilities.

•

Diversity. We have long acted to foster a diverse and vibrant workplace, seeking out individuals who possess a broad range of experiences, backgrounds and skills that enable us to anticipate and meet the needs of our business and those of our customers. Over time, we have hired, developed and retained a diverse workforce that is central to our success. Currently, 43% of our seven executive officers are women, and women hold 50% of our management positions at the level of Senior Vice President and above. Overall, STORE has a deep bench of men and women who are collectively capable of professionally operating the business and fulfilling our vision.

•

Internship/Externship Programs. STORE is committed to developing talented individuals through our college internship program by providing career learning opportunities in several areas of our business. Internships with STORE often garner employment opportunities in our industry.

•

Employee-Directed Engagement Initiatives. We are committed to creating a diverse and vibrant workplace for our employees that respects individuality,

helps every person realize his or her full potential and includes persons with a broad range of experiences, backgrounds and skills that enable us to anticipate and meet the needs of our business and those of our customers. We conduct employee surveys frequently to receive valuable feedback on our initiatives and evaluate the results to develop new programs. STORE’s employee-run “engagement” committees develop and influence new employee onboarding, personal growth and professional development programs, STORE social and team-building events and health and wellness programs.

•

Support for the Fleischer Scholarship Program. Our Chair Emeritus, Morton H. Fleischer, founded the Fleischer Scholarship Program. This program provides high school students who are from underrepresented populations, have limited financial resources or are first generation students with a unique educational experience designed to help them prepare for college and their careers by exposing them to academic and career opportunities in business and helping them build leadership and communication skills. Through the generosity of Mr. Fleischer, and with corporate support provided by STORE and others, the program, including housing, meals and materials, is offered at no cost to all accepted students.

•

Tenant Employment and Economic Impact. We seek to provide real estate financing solutions for our customers, backed by superior service, that help our customers grow and more efficiently manage their businesses. We target customers in the middle-market, a sector with more than 200,000 businesses with annual revenues between $10 million and $1 billion. Real estate financing alternatives for middle-market companies are limited. STORE’s solutions enable our customers to build and grow sustainable businesses, positively impacting their investors, employees and local economies nationwide.


						2022 Proxy Statement		S-7

Corporate Governance and Ethical Business Practices

At STORE, we believe that one of our most valuable corporate assets is our reputation for honesty, fairness and candor in all our business activities. It is the responsibility of everyone at STORE to protect and enhance our corporate integrity. Accordingly, we are committed to principles of good corporate governance and have implemented internal policies and procedures to ensure that our governance practices are best-in-class, and that our directors, officers and employees conduct business with integrity and in accordance with the highest ethical standards. Our Nominating and Corporate Governance Committee plays an active role in managing corporate governance and reputational risk and in developing and adopting corporate policies, processes and procedures that ensure full compliance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), promote ethical business practices and benefit our stockholders. We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. The following highlights certain key aspects of our corporate governance framework:

✔

We Have an Independent Board. Eight of our nine director nominees are independent.

✔

We Value Board Refreshment. Four of our nine director nominees have joined the Board since the beginning of 2017.

✔

We Proactively Adopted Proxy Access. In 2019, we adopted a proxy access bylaw that permits eligible stockholders to nominate candidates for up to 20% of our Board for inclusion in our proxy statement.

✔

We Do Not Have a Staggered Board. We hold annual elections for our directors.

✔

Our Stockholders Have the Authority to Amend our Bylaws. Pursuant to an amendment to our bylaws proposed by management and approved by a supermajority of our stockholders at our 2019 annual meeting of stockholders, stockholders who meet the proxy access eligibility requirements may propose binding bylaw amendments.

✔

We Regularly Assess Board Performance. We conduct periodic assessments of our Board and Committees.

✔

We Have a Diverse Board and Management Team. We demonstrably value diversity on our Board and in our company. Our nine-person board includes five diverse members, including three women and two underrepresented minorities. At the management level, 43% of our executive officers, and 50% of our officers at the level of Senior Vice President and above are women.

✔

We Adopt Business and Workplace Policies. We have adopted policies that apply to our directors, officers, employees, customers and vendors that seek to foster a culture of honesty and high ethics.

✔

Our Independent Directors Meet Without Management. Our independent directors hold regular executive sessions without management present.

✔

We Have Significant Financial Expertise on Our Audit Committee. Each member of our Audit Committee qualifies as an “audit committee financial expert.”

✔

We Value Transparency. We are a leader in providing detailed disclosures about our business to our stockholders.

✔

We Maintain Stock Ownership Guidelines. We maintain a stock ownership policy applicable to our executive officers and outside directors under which they are expected to maintain beneficial ownership of shares of our common stock with a value equal to a specified multiple of their cash compensation.

✔

We Value Stockholder Input. We have a proactive stockholder program that includes direct engagement with our stockholders, use of a “virtual” annual meeting so that more stockholders can attend and periodic Investor Day events.

✔

Our Key Board Committees are Fully Independent. We have fully independent Audit, Compensation and Nominating and Corporate Governance Committees.

✔

We Have Opted Out of MUTA. We have opted out of the control share acquisition statute and the business combination provisions in the Maryland General Corporation Law (“MUTA”), and we may not opt back in without stockholder approval.

✔

We Do Not Have a “Poison Pill.” We do not maintain a stockholder rights plan, nor will we adopt one in the future without (i) the approval of our stockholders or (ii) seeking ratification from our stockholders within 12 months of adoption of the plan if our Board determines, in the exercise of its duties under applicable law, that it is in STORE’s best interest to adopt a stockholder rights plan without the delay of seeking prior stockholder approval.


S-8		STORE Capital Corporation

Questions and Answers

Please see the section titled “Questions and Answers” under the heading “About the Proxy Materials and Voting Information” for important information about the proxy materials, voting, the Annual Meeting, STORE’s corporate governance documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2023 annual meeting of stockholders. Additional questions may be directed to Chad A. Freed, STORE’s Executive Vice President – General Counsel, Chief Compliance Officer and Secretary, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255.

Learn More About STORE

You can learn more about STORE, view our corporate governance materials, read our 2021 Corporate Responsibility Report and much more by visiting our website at www.storecapital.com.

Please also visit STORE’s 2022 Annual Meeting website, www.virtualshareholdermeeting.com/STOR2022, to easily access our interactive proxy materials, vote through the Internet, submit questions in advance of the 2022 Annual Meeting of Stockholders and listen to a live webcast of the meeting.


						2022 Proxy Statement		S-9

GOVERNANCE

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

•

What am I voting on?

Stockholders are being asked to elect nine director nominees for a one-year term.

•

Voting recommendation:

“FOR” the election of each director nominee. Our Board and our Nominating and Corporate Governance Committee believe that the nine director nominees each possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to STORE’s management and effectively oversee the business and the long-term interests of our stockholders.

•

Vote required:

The affirmative vote of a plurality of all the votes cast at the Annual Meeting is required for the election of directors. This means that the nine director nominees receiving the greatest number of votes will be elected. Our stockholders are not permitted to cumulate their votes for the election of directors. Broker non-votes or withhold votes will have no effect on the results of the election of directors. Unless contrary instructions are given, shares represented by proxies solicited by our Board will be voted for the election of each of the director nominees identified below.

2022 Director Nominees

The number of directors that serve on our Board is currently set at nine and may be fixed from time to time by our Board in the manner provided in our charter and bylaws. Upon the unanimous recommendation of our Nominating and Corporate Governance Committee, our Board has unanimously nominated the following candidates for election as directors at the Annual Meeting:

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Jawad Ahsan

•

Joseph M. Donovan

•

David M. Edwards

•

Mary B. Fedewa

•

Morton H. Fleischer

•

William F. Hipp

•

Tawn Kelley

•

Catherine D. Rice

•

Quentin P. Smith, Jr.

If any of the foregoing nominees should be unable or unwilling to stand for election at the time of the Annual Meeting, proxies will be voted for a replacement nominee designated by our Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. At this time, our Board knows of no reason why the nominees listed above may not be able to serve as a director if elected.

Each of the nine director nominees currently serves as a director of the Company and, except for Messrs. Ahsan and Edwards who were appointed to the Board in February 2022, each was elected at the 2021 annual meeting of stockholders. If elected, each director will hold office until the 2023 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Our Board and our Nominating and Corporate Governance Committee believe that the combination of the various qualifications, attributes, skills and experiences of the director nominees has contributed and will continue to contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to STORE’s management.


						2022 Proxy Statement		1

Set forth below is biographical information for each director nominee named above. The following information also describes the specific experience, qualifications, attributes and skills that qualify each person to serve on STORE’s Board.

Jawad Ahsan

LOGO

Age: 42

Director Since: 2022

Independent: Yes

Committees:

Audit

Compensation

Mr. Ahsan was appointed to the Board in 2022. Mr. Ahsan has served as the Chief Financial Officer of Axon Enterprise, Inc. (“Axon”), a provider of connected public safety technologies, since 2017. In that capacity, Mr. Ahsan is responsible for leading Axon’s global finance, corporate strategy, legal and IT organizations. He also serves as the executive sponsor and owner of Axon’s consumer-facing business and its diversity, equity and inclusion initiatives. Prior to Axon, he served as Chief Financial Officer of a market intelligence technology company that is now part of Kantar Group Limited. He also spent 13 years in various roles at General Electric Company (“GE”), most notably serving as Chief Financial Officer for GE’s electronic health record software business, Centricity. Mr. Ahsan earned a B.A. degree in Economics from the College of the Holy Cross and an M.B.A. degree from the Sloan School of Management at the Massachusetts Institute of Technology.

Specific Qualifications, Attributes, Skills and Experience:

• Service as a chief financial officer of a public company

• Expertise in accounting and finance

• Top leadership experience as a senior executive

Other Public Company Boards:

• None

Joseph M. Donovan

LOGO

Age: 67

Director Since: 2014

Independent: Yes

Committees:

Audit

Investment

Mr. Donovan has served as a director since 2014. Mr. Donovan currently serves on the board of directors of DBRS Morningstar, a regulated credit rating agency and subsidiary of Morningstar, Inc. (NASDAQ: MORN). From 2007 until August 2021, Mr. Donovan served as the non-executive Chairman of the board of directors and Chairman of the audit committee of Fly Leasing Limited, a Dublin, Ireland based commercial aircraft leasing company (NYSE: FLY). Prior to his retirement in January 2007, Mr. Donovan was chairman of Credit Suisse’s Asset-Backed Securities and Debt Financing Group, which he led for nearly seven years. Prior to that time, Mr. Donovan was a managing director and head of Asset Finance at Prudential Securities (1998-2000) and Smith Barney (1995-1997). Mr. Donovan began his investment banking career at The First Boston Corporation in 1983, ultimately becoming a managing director at CS First Boston, where he served as Chief Operating Officer of the Investment Banking Department from 1992 to 1995. Mr. Donovan was formerly a licensed certified public accountant. Mr. Donovan holds a B.B.A. degree in Accountancy from the University of Notre Dame and an M.B.A. degree with a concentration in Finance from the Wharton School, University of Pennsylvania.

Specific Qualifications, Attributes, Skills and Experience:

• Service as a member of public company boards of directors

• Extensive investment banking and capital markets experience

• Expertise in accounting and finance

Other Public Company Boards:

• None


2		STORE Capital Corporation

David M. Edwards

LOGO

Age: 62

Director Since: 2022

Independent: Yes

Committees:

Investment

Nominating and

Corporate Governance

Mr. Edwards was appointed to the Board in 2022. Mr. Edwards has served as a Managing Partner of Edwards Williams Consulting, LLC, a consulting firm that advises enterprise clients in banking, insurance, telecom and payments how to navigate the increasingly complex universe of data, analytics and marketing technology, since 2016. Prior to founding Edwards Williams Consulting, LLC, Mr. Edwards served as Senior Vice President and Chief Customer Officer at TIAA-CREF, a provider of financial services in the academic, research, medical, cultural and governmental fields, where he led teams responsible for marketing capabilities, customer insights and loyalty. He also spent 15 years at American Express Company, a globally integrated payments company, in various positions, including Senior Vice President and Head of Customer Acquisition and Loyalty for its international business. Mr. Edwards earned B.S. and M.S. degrees in Agricultural Economics from the University of Georgia and a Ph.D. in Economics from Texas A&M University.

Specific Qualifications, Attributes, Skills and Experience:

• Experience in customer acquisition and retention

• Extensive data analytics experience

• Management consulting, corporate management and operational experience

Other Public Company Boards:

• None

Mary B. Fedewa

LOGO

Age: 56

Director Since: 2016

Independent: No

Committees:

None

Ms. Fedewa, who co-founded STORE in May 2011, has served as our Chief Executive Officer since April 15, 2021 and our President since September 2020, having previously served as our Chief Operating Officer since October 2017. She was appointed to serve as a director in August 2016. From our inception until October 2017 she served as our Executive Vice President – Acquisitions, Assistant Secretary and Assistant Treasurer. Ms. Fedewa has over 20 years of experience in a broad range of financial services. Prior to co-founding STORE, Ms. Fedewa spent several years investing as principal in single-tenant commercial real estate for private real estate companies. From 2004 to 2007, Ms. Fedewa was a Managing Director of Acquisitions at Spirit Finance Corporation (now Spirit Realty Capital, Inc. (NYSE: SRC)) (“Spirit”), a REIT, originating net-lease transactions in a variety of industries across the United States. Prior to Spirit, Ms. Fedewa held numerous positions within GE Capital, concluding as a Senior Vice President of GE Capital Franchise Finance Corporation (“GE Franchise Finance”), which was the successor company to Franchise Finance Corporation of America (“FFCA”), a Scottsdale, Arizona-based REIT acquired by GE Capital in 2001. Throughout her GE Capital tenure, Ms. Fedewa held leadership positions within Mortgage Insurance, Private Label Financing and Commercial Finance. While at GE Capital, Ms. Fedewa was awarded a Six Sigma Black Belt and also served as a GE Quality Leader. Ms. Fedewa attended North Carolina State University, where she graduated summa cum laude with a B.A. degree in Business Management with a concentration in Finance.

Specific Qualifications, Attributes, Skills and Experience:

• Familiarity with the Company’s history and operations

• Extensive experience acquiring and selling net-lease real estate

• Management service at three public companies

Other Public Company Boards:

• None


						2022 Proxy Statement		3

Morton H. Fleischer

LOGO

Age: 85

Director Since: 2011

Independent: Yes

Committees:

None

Mr. Fleischer has served as a director since STORE’s organization in May 2011, including serving as the non-executive Chairman of the Board from May 2011 until April 15, 2021. Prior to his role with STORE, Mr. Fleischer co-founded Spirit and served as Chairman from its inception in 2003 to February 2010, including the three years that Spirit was publicly traded on the NYSE, 2004 to 2007. Prior to Spirit, Mr. Fleischer founded numerous real estate limited partnerships in the 1980s that were predecessors to FFCA, a REIT that he formed and took public on the NYSE in 1994. Mr. Fleischer served as FFCA’s Chairman of the board of directors and Chief Executive Officer until FFCA was acquired by GE Capital in 2001. FFCA was the nation’s largest publicly traded net-lease REIT and owned or financed over 5,000 single-tenant properties at the time of its sale to GE Capital in 2001. As a result of over 35 years of experience in the real estate and net-lease industries and the invaluable guidance, support and wisdom Mr. Fleischer provided to the Company in the early years of its formation, our executive team considers him an honorary founder of STORE and our Board has granted Mr. Fleischer the honorary title of Chair Emeritus.

Specific Qualifications, Attributes, Skills and Experience:

• Familiarity with the Company’s history and operations

• Extensive real estate and capital markets experience

• Service as a chief executive officer of two public companies

Other Public Company Boards:

• None

William F. Hipp

LOGO

Age: 67

Director Since: 2016

Independent: Yes

Committees:

Audit

Compensation

Investment

Mr. Hipp has served as a director since 2016. Mr. Hipp spent over 35 years in commercial banking, where he developed extensive experience with REITs, real estate capital markets and corporate finance. From 2004 until his retirement in 2015, Mr. Hipp was employed by KeyBank in various senior level roles, most recently as head of the Institutional Capital Group (“ICG”) for KeyBank’s real estate business, which he founded upon joining the bank and ran until his retirement. ICG’s mission is to identify real estate related borrowers, particularly public and private REITs and real estate opportunity funds with effective debt ratings ranging from high yield to mid investment grade, that have a significant need for bank debt and M&A advisory services, and for access to the syndicated loan market, the public equity markets and the commercial mortgage backed securities and agency debt markets (Fannie Mae/Freddie Mac). Through the ICG platform, KeyBank provided debt and equity capital and advisory services to real estate related borrowers, and Mr. Hipp, in his capacity as head of ICG, was responsible for formulating and implementing strategy and for client selection and initial credit and risk decisions. Prior to his employment with KeyBank, Mr. Hipp spent 20 years with BankBoston, as head of its real estate group, and FleetBoston (following the merger of BankBoston and Fleet Financial Group) as co-head of real estate. Mr. Hipp holds a B.A. degree in Economics from Emory University and an M.B.A. degree with a concentration in Finance and Accounting from Tulane University.

Specific Qualifications, Attributes, Skills and Experience:

• Experience identifying, underwriting and evaluating real estate investments

• Familiarity with the Company’s history and operations

• Expertise in accounting and finance

Other Public Company Boards:

• None


4		STORE Capital Corporation

Tawn Kelley

LOGO

Age: 58

Director Since: 2020

Independent: Yes

Committees:

Nominating and Corporate Governance

Ms. Kelley has served as our non-executive Chairman of the Board since December 2021 and as a director since February 2020. As Executive Vice President of Taylor Morrison Home Corporation (NYSE: TMHC) and President of its Financial Services unit, Ms. Kelley contributes to the executive leadership of Taylor Morrison and leads Taylor Morrison Home Funding, Inspired Title Services and Mortgage Funding Direct Ventures (“MFDV”), a management company that partnered with production homebuilders to create in-house mortgage subsidiaries. She is responsible for the management, financial performance and long-term growth strategies of these companies. Prior to joining Taylor Morrison, in 2001, Ms. Kelley founded and served as CEO and President of MFDV. Among the various partnerships under the MFDV family, Taylor Morrison Home Funding was also established in 2001. The successful partnership expanded nationally and evolved from a mortgage brokerage to a lender, ultimately paving the way for Taylor Morrison to acquire the MFDV management company in 2009.

Specific Qualifications, Attributes, Skills and Experience:

• Experience in the real estate industry

• Experience as a senior operating executive of a public company

• Expertise in lending and finance

Other Public Company Boards:

• None

Catherine D. Rice

LOGO

Age: 62

Director Since: 2017

Independent: Yes

Committees:

Audit

Investment

Ms. Rice has served as a director since October 2017 and served as Lead Independent Director from April 2021 to December 2021. Ms. Rice has over 30 years of experience in the real estate capital and investment markets and in the management and operation of public and private real estate companies. She currently serves as the Chair of the board of directors and as an audit committee member of BrightSpire Capital, Inc. (NYSE: BRSP), one of the largest commercial real estate credit REITs. Ms. Rice also currently serves on the board of directors of RMG Acquisition Corp III (NASDAQ: RMGCU), a special purpose acquisition company. From 2013 to 2016, Ms. Rice was Chief Financial Officer and then Senior Managing Director of W.P. Carey (NYSE: WPC), one of the largest global net lease REITs, where she completed a comprehensive reorganization of the finance, accounting and IT functions and the build-out of the investor relations and capital markets areas. She was responsible for financial strategy, all public capital-raising initiatives, and a company-wide strategic evaluation. She was a member of the operating and investment committees. From 2010 to 2013, Ms. Rice was a partner at Parmenter Realty Partners, a private real estate investment firm focused on distressed and value-add properties in the Southern regions of the United States. Her responsibilities included both capital raising and investing for the firm’s fourth fund. From 2002 to 2009, Ms. Rice was the Chief Financial Officer of iStar Financial (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. During her career as an investment banker, she was involved in numerous capital-raising and strategic advisory transactions, including REIT IPOs, public and private debt and equity offerings, mergers and acquisitions, leveraged buyouts, and asset and corporate acquisitions and dispositions. Ms. Rice received a B.A. degree from the University of Colorado and an M.B.A. degree from Columbia University.

Specific Qualifications, Attributes, Skills and Experience:

• Extensive real estate and capital markets experience

• Service as a chief financial officer of a public company

• Experience investing in and managing commercial real estate projects

Other Public Company Boards:

• BrightSpire Capital, Inc. (NYSE: BRSP)

• RMG Acquisition Corp III (NASDAQ: RMGCU)


						2022 Proxy Statement		5

Quentin P. Smith, Jr.

LOGO

Age: 70

Director Since: 2014

Independent: Yes

Committees:

Compensation

Nominating and Corporate Governance

Mr. Smith has served as a director since 2014. Mr. Smith is the founder and President of Cadre Business Advisors LLC (“Cadre”), a management consulting firm that specializes in strategic planning, business performance improvement, capital formation and turnaround management. Prior to starting Cadre, Mr. Smith was Partner in Charge of Arthur Andersen’s Desert Southwest business consulting practice with responsibility for business development and client engagement management for Arizona and New Mexico. Mr. Smith has business development, growth and operational profit and loss experience across a wide variety of industries. Mr. Smith also has over eight years of diversified corporate management experience. Since 2001, Mr. Smith has served as a director, currently as Chairman of the board of directors, of Banner Health. Since January 2022, Mr. Smith has served as a member of the board of directors of Orion Holdings Group, Inc. (NYSE: ORN), a specialty construction company serving the infrastructure, industrial and building sectors. From January 2015 through March 2017, Mr. Smith served as a member of the board of directors of Patriot National, Inc. (NYSE: PN), a provider of comprehensive full-service outsourcing solutions within the workers’ compensation insurance marketplace, chaired its compensation committee and served on its audit committee. He has served on the boards of the Arizona Public Service Company and Arizona MultiBank, as well as on the boards of Employee Solutions, Inc., Rodel, Inc. and iCrossing, Inc. until those companies were sold or acquired. Mr. Smith holds a B.S. degree in Industrial Management and Computer Science from Purdue University and an M.B.A. degree from Pepperdine University.

Specific Qualifications, Attributes, Skills and Experience:

• Current and prior service as a member of public company boards of directors

• Management consulting, corporate management and operational experience

• Experience on public company compensation and audit committees

Other Public Company Boards:

• Orion Holdings Group, Inc. (NYSE: ORN)

Board Recommendation

Our Board recommends that you vote “FOR” the election of each of the

director nominees named above.


6		STORE Capital Corporation

OUR BOARD OF DIRECTORS

Role of our Board

Our stockholders elect the members of our Board to oversee their interests in the long-term health and overall success of STORE’s business. Our Board serves as the ultimate decision-making body of STORE, except for those matters reserved to, or shared with, our stockholders. Our Board plays a critical role in the strategic planning process and regularly discusses strategy throughout the year. Our Board selects and oversees the members of our senior management team, who are charged by our Board with conducting the day-to-day business of STORE.

Board Composition and Refreshment

Our Board and its Nominating and Corporate Governance Committee seek nominees to serve on our Board who have diverse skills, professional experience and backgrounds and effectively represent the long-term interests of our many stakeholders. Our Board and its Nominating and Corporate Governance Committee also understand the importance of Board refreshment; because term limits may cause the loss of experience and expertise important to the optimal operation of our Board, we currently do not impose limits on the number of terms a director may serve, but we do strive to maintain an appropriate balance of tenure, turnover, diversity and skills on our Board. Our Board believes that new perspectives and ideas are critical to a forward-looking and strategic Board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors offer. Of our nine director nominees, four have joined the Board since the beginning of 2017.

Board Evaluation Process

Our Board believes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Our Board, acting through its Nominating and Corporate Governance Committee, conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively, and whether the combination and mixture of skills, experience and judgment that directors bring to our Board provide our Board with the necessary tools to perform its oversight function effectively. Each of our Audit, Compensation and Nominating and Corporate Governance Committees also conducts a self-evaluation at least annually and reports the results to our Board, acting through our Nominating and Corporate Governance Committee. The results of this evaluation process are discussed by the full Board and each applicable committee and changes in practices or procedures may be considered and implemented as appropriate. Our Nominating and Corporate Governance Committee may periodically review the format of the evaluation process to ensure that the matters being evaluated remain relevant and that useful feedback on the operation of our Board and its committees is received.

Director Nominee Selection Process and Considerations

Management-Recommended Director Candidates. Our Nominating and Corporate Governance Committee is responsible for recommending to our Board a slate of nominees for election at each annual meeting. Nominees may be suggested by directors, members of management or stockholders (as discussed below). In evaluating candidates to serve on our Board, our Nominating and Corporate Governance Committee’s objective is to select individuals with holistically diverse skills and experience that can assist STORE and our Board in achieving their business, governance and social responsibility objectives. The Committee considers individual qualifications, including relevant career experience, strength of character, maturity of judgment and experience in, and familiarity with, STORE’s industry and business. It also considers other factors it considers appropriate, which may include:

•

diversity of background;

•

existing commitments to other businesses;

•

potential conflicts of interest;

•

legal considerations;

•

corporate governance background (including experience as a board member or officer of another publicly held company);

•

financial and accounting background;

•

executive compensation background; and

•

the size, composition and combined expertise of the existing Board.


						2022 Proxy Statement		7

Though neither our Board nor its Nominating and Corporate Governance Committee has a formal policy concerning diversity, our Board values diversity on the Board, believes diversity should be considered in the director identification and

nominating process, and seeks to compose a Board that is holistically diverse, with a wide range of views, backgrounds, leadership and business experience and that includes women and underrepresented minorities. The Committee also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications and skills of its members in order to assure that STORE’s Board, as a whole, has the necessary tools to perform its oversight function effectively in light of STORE’s business and structure.

Commitment to Diversity

•

STORE is one of only three publicly traded corporations in the United States in which women serve in the positions of non-executive Chairman of the Board, Chief Executive Officer and Chief Financial Officer.

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SEC Form DEF 14A filed by STORE Capital Corporation