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.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

April 21, 2017

Dear Fellow Stockholder:

You are invited to attend the 2017 Annual Meeting of Stockholders of STORE Capital Corporation. The meeting will be held on Thursday, June 1, 2017, at 8:00 a.m., Scottsdale, 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/STOR2017 and entering the 16-digit control number included in your notice of Internet availability of the 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 provided 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,
	Christopher H. Volk President and Chief Executive Officer

This proxy statement is dated April 21, 2017, and is first being made available to stockholders on or about April 21, 2017.

8377 East Hartford Drive, Suite 100
Scottsdale, Arizona 85255
(480) 256-1100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 1, 2017

Date and Time:	Thursday, June 1, 2017, at 8:00 a.m., Scottsdale, Arizona time
Place:	The Annual Meeting will be a completely virtual meeting of stockholders, which means that you will be able to attend the Annual Meeting, vote and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/STOR2017 .
Items of Business:	At the Annual Meeting, holders of our common stock will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying proxy statement:
	1.	To elect the eight director nominees named in the accompanying proxy statement to the Company’s Board of Directors to serve until the 2018 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
	2.	To approve, on an advisory basis, the compensation of the Company’s named executive officers;
	3.	To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
	4.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Record Date:	Only stockholders of record at the close of business on April 3, 2017, the record date for the Annual Meeting (the “ Record Date ”), 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 21, 2017, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders (the “ Notice ”) rather than a full paper set of the proxy materials. The Notice contains instructions on how to access our proxy materials over the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials.
Internet Availability of Proxy Materials:	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 1, 2017 . The Notice of Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (which constitutes our annual report to stockholders) are available at http://ir.storecapital.com .
Voting:	To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice or, if you received a paper copy of the proxy materials, the proxy card describe how to use these convenient services.

	BY ORDER OF THE BOARD OF DIRECTORS
Phoenix, Arizona April 21, 2017
	Michael T. Bennett Executive Vice President—General Counsel, Chief Compliance Officer and Secretary

TABLE OF CONTENTS

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 fiscal year ended December 31, 2016, which constitutes our annual report to stockholders (the “Annual Report”), were first made available to stockholders on or about April 21, 2017. 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 the 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 the Company’s 2016 performance, please review the Company’s Annual Report.

2016 Business Highlights

The following provides summary highlights regarding our 2016 performance:

Questions and Answers

Please see the Questions and Answers About the Proxy Materials and Voting Information section beginning on page 48 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2018 Annual Meeting of Stockholders. Additional questions may be directed to Michael T. Bennett, Executive Vice President—General Counsel, Chief Compliance Officer and Secretary of the Company, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255.

Learn More About Our Company

You can learn more about the Company, view our governance materials and much more by visiting our website, www.storecapital.com .

Please also visit our 2017 Annual Meeting website, www.virtualshareholdermeeting.com/STOR2017 , to easily access the Company’s interactive proxy materials, vote through the Internet, submit questions in advance of the 2017 Annual Meeting of Stockholders, and listen to a live webcast of the meeting.

GOVERNANCE

Director Nominee Selection Process and Considerations

Management-Recommended Director Candidates .   The Nominating and Corporate Governance Committee is responsible for recommending to the 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 the Board, the Nominating and Corporate Governance Committee’s objective is to select individuals with skills and experience that can assist the Company and the Board in achieving their objectives. The Committee considers:

Though neither the Board nor the Nominating and Corporate Governance Committee has a formal policy concerning diversity, the Board values diversity on the Board, believes diversity should be considered in the director identification and nominating process, and seeks director nominees that have a diverse range of views, backgrounds and leadership, as well as business experience. The Committee also considers the extent to which the candidate would fill a present need on the Board. In selecting director nominees, the Board seeks to monitor the mix of specific experiences, qualifications and skills of its members in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Once a prospective nominee has been identified, the Nominating and Corporate Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on the information provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

Stockholder-Recommended Director Candidates .   A stockholder who desires to recommend a prospective nominee for the Board should notify Michael T. Bennett, Executive Vice President—General Counsel, Chief Compliance Officer and Secretary of the Company, at 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255. As set forth in the Company’s Corporate Governance Guidelines, the deadline for submission of stockholder recommendations is 120 calendar days prior to the first anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. Recommendations by stockholders that are made in accordance with these procedures will receive the same consideration by the Nominating and Corporate Governance Committee as other suggested nominees.

Stockholder-Nominated Director Candidates .   Pursuant to the Company’s bylaws, stockholders are permitted to nominate directors in accordance with the Company’s advance notice provision contained in Article II, Section 11 of the bylaws. Article II, Section 11(a) provides that nominations of individuals for election to the Board may be made at an annual meeting of stockholders by any stockholder of the Company who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated. For any nomination to be properly brought before an annual meeting by a stockholder, the

stockholder must have given timely notice thereof in writing to the secretary of the Company and satisfied the other requirements set forth in Article II, Section 11 of the Company’s bylaws. To be timely, a stockholder’s notice must be delivered to the principal executive offices of the Company (8377 East Hartford Drive, Suite 100, Scottsdale, AZ 85255) not less than 120 days nor more than 150 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of stockholders; provided, however, if an annual meeting of stockholders is called for a date that is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, then, in order to be timely, a stockholder’s notice must be received by the Company no earlier than the 150th day prior to the date of such annual meeting and no later than the later of (a) the 120th day prior to the date of such annual meeting, as originally convened, or (b) the tenth day following the day on which public announcement of the date of such meeting is first made. The stockholder notice must comply with the information requirements set forth in the Company’s bylaws.

Annual Elections of Directors; New Resignation Policy

Directors are elected each year, at the Annual Meeting, to hold office until the next annual meeting and until their successors are elected and qualified. Because term limits may cause the loss of experience and expertise important to the optimal operation of the Board, we currently do not impose limits on the number of terms a director may serve. The Nominating and Corporate Governance Committee, however, does evaluate the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

In addition, pursuant to our Corporate Governance Guidelines, a director who experiences a significant change in his or her principal current employer or principal employment, including any director who is currently an officer or employee of the Company, or other similarly significant change in professional occupation or association, is asked to consider whether his or her resignation is appropriate. The Board will then determine the action, if any, to be taken with respect to any offer to resign.

Effective July 1, 2017, our Corporate Governance Principles will provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive the majority of the votes cast with respect to that director (without regard to withhold votes or broker non-votes). If a director does not receive a majority vote, the director will promptly, and in any event within ten (10) days from the date of the certification of the election results, tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Nominating and Corporate Governance Committee. The Board must take action on the resignation within 90 days of the certification of the election results and will publicly disclose its decision and its rationale promptly thereafter. The director who tenders his or her resignation will not participate in the decisions of the Nominating and Corporate Governance Committee or the Board that concern the resignation. As noted above, this policy will take effect as of July 1, 2017 and will not be in effect with respect to the election of directors that will occur at the Annual Meeting.

2017 Director Nominees

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

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 the Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. At this time, the Board knows of no reason why the nominees listed above may not be able to serve as a director if elected.

Each of the eight director nominees currently serves as a director of the Company and, other than Ms. Fedewa and Mr. Sklar, was elected at the 2016 Annual Meeting of Stockholders. If elected, each director will hold office until the 2018 Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

The Board and the Nominating and Corporate Governance Committee believe that the combination of the various qualifications, attributes, skills and experiences of the director nominees would 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 the Company’s management.

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 the Company’s Board.

Joseph M. Donovan
	Mr. Donovan has served as a director since 2014. Mr. Donovan is currently the non-executive Chairman of the Board and Chairman of the Audit Committee of Fly Leasing Limited, a Dublin, Ireland based commercial aircraft leasing company (NYSE:FLY), which he joined in 2007 prior to its initial public offering. Mr. Donovan also served, from 2009 to 2015, as a director of Institutional Financial Markets Inc. (AMEX:IFMI), a New York City based broker dealer and asset management company. Mr. Donovan has been involved in investment banking since 1983 and has worked at CS First Boston/The First Boston Corporation, Smith Barney Inc., Prudential Securities and Credit Suisse Securities (USA) LLC. 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. with a concentration in Finance from the Wharton School, University of Pennsylvania.		Director Since:     Age:     Committees:         Other Public Company Boards:     Independent :	2011         62     Audit Investment     Fly Leasing Limited (NYSE:FLY)     Yes
	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

Christopher H. Volk
	Mr. Volk was one of the Company’s founders in May 2011 and has served as the Company’s President and Chief Executive Officer and as a director since its organization. With more than 30 years of experience in structuring, managing and financing commercial real estate companies, Mr. Volk led the largest ever real estate limited partnership roll-up transaction of its time in 1994 in the formation of FFCA; oversaw the issuance of FFCA’s unsecured debt rating in 1995, which was the first unsecured debt rating ever issued to a net-lease REIT; and, in 2005 while CEO of Spirit, led the creation of the first commercial real estate master trust debt conduit in the United States designed to finance net-lease assets. Prior to forming the Company, Mr. Volk co-founded Spirit and served as its President and Chief Executive Officer and as a member of its board from August 2003 to February 2010. Prior to co-founding Spirit in 2003, Mr. Volk served for over 16 years in numerous capacities with FFCA, including President and Chief Operating Officer and a member of FFCA’s board of directors. Mr. Volk continued as Chief Operating Officer of GE Capital Franchise Finance, the new name given to the business following the FFCA acquisition, until December 2002. In addition to his service on the Board and as the Company’s President and Chief Executive Officer, Mr. Volk currently serves as Vice Chairman of the board, and as a member of the compensation, investment and finance committees, of Banner Health. From 2003 until 2013, he served on the board and as a member of the audit committee of Paladin Realty Income Properties, Inc. He received a B.A. degree from Washington and Lee University and an M.B.A. degree from Georgia State University.		Director Since:     Age:     Committees:     Other Public Company Boards:     Independent:	2011         60     Executive     None             No
	Specific Qualifications, Attributes, Skills and Experience:
	•	Familiarity with the Company’s history and operations
	•	Extensive real estate and capital markets experience
	•	Senior executive at three public companies

Board Recommendation

The Board recommends that you vote “FOR” the election of each of the director nominees named above.

B OARD A ND C OMMITTEE G OVERNANCE

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. The Company has structured its corporate governance in ways that strive to align the Company’s interests with those of its stockholders, including but not limited to the following:

Directors’ Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of the Board at annual meetings of stockholders, we expect that our directors will participate in our meetings, absent a valid reason for not doing so. All of our directors then serving on the Board attended the 2016 Annual Meeting of Stockholders.

Board Leadership Structure

The Board has no fixed policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board retains the discretion to determine, at any time, whether to combine or separate the positions as it deems to be in the best interests of the Company and its stockholders. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Currently, the Board believes that separating the positions of Chief Executive Officer and Chairman is the best structure for the Company because it improves the ability of the Board to exercise its oversight role by having an independent director who is not an officer or member of management to serve in the role of Chairman.

Board Executive Sessions

The non-management members of the Board meet in regularly scheduled executive sessions without management present. Additionally, our independent directors meet in executive session at least once a year. Mr. Fleischer, the Chairman of our Board, acts as the presiding director at all of these executive sessions.

Board Role in Risk Oversight

The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is the Board’s understanding and oversight of a company-wide approach to risk management that is carried out by our senior leadership team. The Board determines the appropriate risk for us generally, assesses the specific risks faced by us and reviews the steps taken by our senior leadership team to manage those risks. The Board’s committees assist in discharging the Board’s risk oversight role by performing the subject matter responsibilities outlined below. The Board retains full oversight responsibility for all subject matters not assigned to a committee. In fulfilling its risk management responsibilities, the Board recognizes that it is neither possible nor prudent to eliminate all risk and that purposeful and appropriate risk taking is essential for the Company to be competitive in its industry and to achieve the Company’s long-term strategic objectives.

In establishing the Board’s current leadership structure, risk oversight was one factor among many considered by the Board, and the Board believes that the current leadership structure is conducive to and appropriate for its risk oversight function. The Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If, in the future, the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight function, it may make any change it deems appropriate.

Committees and Meetings of the Board of Directors of the Company

During the year ended December 31, 2016, the Board met five times and acted by unanimous written consent one time. No director attended fewer than 75% of the total number of Board meetings and committee meetings on which he or she served that were held during the year ended December 31, 2016 and that were held while such person was a director of the Company. The Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Investment Committee and the Executive Committee. The charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are available on our investor relations website at http://ir.storecapital.com . The Board may establish other committees as it deems necessary or appropriate from time to time.

Communication with the Board

The Board has adopted a process by which stockholders and other interested parties who desire to contact our Board, a particular Board committee, a particular group of directors (e.g., our independent directors), or individual members of the Board, including our Chairman (the presiding director), may do so electronically by email at CorporateSecretary@storecapital.com, or by mail addressed to the named individual, the committee, the group, or the Board as a whole c/o Michael T. Bennett, Executive Vice President—General Counsel, Chief Compliance Officer and Secretary, at STORE Capital Corporation, 8377 East Hartford Drive, Suite 100, Scottsdale, AZ 85255. In general, any communication delivered to the Company for forwarding to the Board, a Board committee, a particular group of directors or specified Board members will be forwarded in accordance with the stockholder’s instruction, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.

A DDITIONAL C ORPORATE G OVERNANCE F EATURES

Stockholder Engagement

The Company engages with its stockholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on Company policies and practices. Stockholder feedback from this engagement is considered by the Board and reflected in enhancements to policies

and practices. For example, the Company recently adopted a corporate governance guideline requiring that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director that does not receive the majority of the votes cast with respect to that director must submit a letter of resignation for consideration by the Nominating and Corporate Governance Committee and the Board. This new guideline was adopted following communication with stockholders and will take effect on July 1, 2017 following, and will not be in effect with respect to the election of directors that will occur at, the Annual Meeting.

In addition to the above, the Company has instituted a number of complementary mechanisms that allow stockholders to effectively communicate a point of view with the Board, including:

Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies

Our directors and executive officers are prohibited from engaging in short sales of our common stock, buying or selling puts or calls or trading in options involving our common stock, or engaging in any transaction involving derivative securities intended to hedge the market risk in our stock. Our directors and executive officers are also prohibited from purchasing securities on margin or otherwise pledging securities as collateral for a loan or other arrangement, except with the prior written consent of the Chief Compliance Officer.

provisions of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, www.storecapital.com , rather than by filing a Form 8-K.

Response to Proxy Advisory Firm Policy Change

We are aware that a proxy advisory firm recently adopted a new policy under which it will recommend that stockholders vote against, or withhold their votes for, director nominees who are members of the governance committee of any public company that has governance documents that restrict the stockholders’ ability to amend that company’s bylaws. Our Amended and Restated Bylaws, consistent with Maryland law, generally vest our Board with the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

In response to the proxy advisory firm’s new policy, our Nominating and Corporate Governance Committee considered whether changing our bylaws to grant stockholders the concurrent right to amend our bylaws was in the best interests of the Company and all of its stockholders. Among the factors the Committee considered were the following:

Based on the foregoing considerations, we continue to believe that our Board is in the best position to consider possible future bylaw amendments, including any that may be proposed by our stockholders in accordance with the provisions of our bylaws. We remain committed to strong corporate governance practices and will continue to update such practices when we believe it is in the best interests of the Company and all of our stockholders.

D IRECTOR I NDEPENDENCE AND R ELATED P ARTY T RANSACTIONS

Independence Determinations

Under the corporate governance listing standards of the NYSE and the Company’s Corporate Governance Guidelines, the Board must consist of a majority of independent directors. In making independence determinations, the Board observes NYSE and Securities and Exchange Commission (“ SEC ”) criteria and considers all relevant facts and circumstances. Under NYSE corporate governance listing standards, to be considered independent:

The Board, through its Nominating and Corporate Governance Committee, annually reviews all relevant business relationships any director and director nominee may have with the Company. As a result of its annual review, the Board has determined that none of the following director nominees has a material relationship with the Company and, as a result, such director nominees are independent: Joseph M. Donovan, Morton H. Fleischer, William F. Hipp, Einar A. Seadler, Mark N. Sklar, and Quentin P. Smith, Jr.

Christopher H. Volk, who serves as the Company’s President and Chief Executive Officer, and Mary Fedewa, who serves as the Company’s Executive Vice President – Acquisitions, are executive officers of the Company and therefore are not independent directors.

All of the directors who serve as members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent as required by the NYSE corporate governance rules. Under these rules, our Audit Committee members also satisfy the separate SEC independence requirement and our Compensation Committee members also satisfy the additional NYSE independence requirement.

E XECUTIVE O FFICERS

Set forth below is biographical information with respect to each of our executive officers in fiscal year 2016 (collectively, the “ Named Executive Officers ” or “ NEOs ”), except Mr. Volk, the Company’s President and Chief Executive Officer, and Ms. Fedewa, the Company’s Executive Vice President-Acquisitions. Mr. Volk and Ms. Fedewa also serve as directors of the Company and their respective biographical information is available above in the section titled “Governance - Proposal 1: Election of Directors—Information Regarding the Board of Directors.”

Catherine Long
	Ms. Long was one of the Company’s founders in May 2011 and has served as its Executive Vice President—Chief Financial Officer, Treasurer and Assistant Secretary since its organization. Ms. Long has over 30 years of accounting, operating and financial management expertise. Prior to co-founding the Company, Ms. Long was CFO, Senior Vice President and Treasurer of Spirit from its inception in August 2003 to February 2010. Prior to Spirit, Ms. Long served in various capacities with FFCA and its successor, GE Capital Franchise Finance. Ms. Long was also FFCA’s Principal Accounting Officer and actively participated in FFCA’s real estate limited partnership rollup, as well as numerous securitization transactions and business combinations. Prior to her employment with FFCA, Ms. Long was a senior manager specializing in the real estate industry with the international public accounting firm of Arthur Andersen in Phoenix, Arizona. She was named CFO of the Year in 2008 by the Arizona chapter of Financial Executives International. She received a B.S. degree in accounting with high honors from Southern Illinois University and has been a certified public accountant since 1980.	Officer Since:     Age:	2011     60
Christopher K. Burbach
	Mr. Burbach joined the Company in February 2012 and has served as the Company’s Executive Vice President—Underwriting since that time. Mr. Burbach has a broad range of experience in credit, underwriting and financial analysis. Prior to joining the Company, Mr. Burbach served in numerous capacities at Spirit from February 2006 to January 2012, including most recently as Vice President of Investment Management responsible for managing the investments of the company’s $3.5 billion real estate portfolio. Mr. Burbach also managed the Underwriting group at Spirit. Prior to Spirit, Mr. Burbach served as Chief Executive Officer of VM Management, Inc., which owned a for profit private school and managed a nonprofit charter school in Phoenix, Arizona. Prior to VM Management, Mr. Burbach was a consultant with Navigant Consulting, Inc. (NYSE: NCI) in San Francisco, California, engaged in financial consulting for the Construction and Government Industries Groups. Mr. Burbach received a B.S. degree in Finance from Santa Clara University and an M.B.A. degree from Arizona State University. Mr. Burbach is also a CFA Charterholder.	Officer Since:     Age:	2012     41
Michael J. Zieg
	Mr. Zieg was one of the Company’s founders in May 2011 and serves as its Executive Vice President—Portfolio Management, Assistant Secretary and Assistant Treasurer. Mr. Zieg has spent nearly 20 years in the commercial real estate industry with experience in finance, transaction structuring, credit, and asset management and recovery. Prior to co-founding the Company, Mr. Zieg was Senior Vice President—Portfolio Management at Spirit from 2007 to February 2010 where he oversaw portfolio management for a net-lease real estate portfolio in excess of $3.5 billion. From 1997 to 2007, Mr. Zieg was with the national law firm of Kutak Rock LLP, where he was a partner focusing on corporate finance and securities transactions. Mr. Zieg represented Spirit as outside legal counsel beginning with its inception in 2003 through its sale to a private consortium in 2007 when he joined the company. Prior to assisting in the formation of Spirit, he also represented FFCA as outside counsel from 1997 until its sale to GE Capital in 2001. Mr. Zieg received a B.B.A. degree in Finance from Texas A&M University and a J.D. degree from the University of Denver.	Officer Since:     Age:	2011     44
Michael T. Bennett
	Mr. Bennett was one of the Company’s founders in May 2011 and served as the Company’s Executive Vice President—Operations, Chief Compliance Officer and Corporate Secretary from its organization until late 2013, when he was named Executive Vice President—General Counsel, Chief Compliance Officer, Corporate Secretary and Assistant Treasurer. Mr. Bennett has over 30 years of legal, transactional and operational experience in the real estate and finance industries. Prior to co-founding the Company, Mr. Bennett was Senior Vice President—Operations, Chief Compliance Officer and Corporate Secretary at Spirit from early 2005 to February 2010, where he was involved in structuring, negotiating and closing all of its real estate and debt related transactions, including the largest retail sale leaseback transaction in the United States in 2006. From 1991 to 2000, Mr. Bennett served as Vice President and General Counsel of Farmer Mac (NYSE:AGM), a government sponsored enterprise providing financing to America’s agricultural industry. Mr. Bennett’s legal career included several years in private law practice with Brown & Wood, a New York based law firm that subsequently merged with the law firm of Sidley Austin, concentrating on complex mortgage and other asset-based structured finance transactions. He received a B.A. degree summa cum laude in Government and Foreign Affairs from Hampden Sydney College (where he was elected to Phi Beta Kappa) and a J.D. degree from the University of Virginia Law School. He is a member of the bars of the District of Columbia, the State of New York and the Commonwealth of Virginia.	Officer Since:     Age:	2011     59

C OMPENSATION D ISCUSSION AND A NALYSIS

This Compensation Discussion and Analysis describes our executive compensation program and provides information regarding the compensation paid to each of our Named Executive Officers in fiscal year 2016.

Compensation Philosophy and Objectives

We believe the most effective compensation program is one that promotes our ability to attract and retain highly qualified and motivated individuals who are aligned with the interests of our stockholders. Our Compensation Committee seeks to develop a well-balanced program that contains a competitive annual base salary but that is weighted towards variable at-risk pay elements through the use of our short-term cash incentive and long-term equity-based compensation. We foster a culture where our NEOs may increase their cash compensation by contributing to measurable financial performance metrics of the Company, and require meaningful value creation in the form of return to our stockholders in order to earn a significant portion of their equity compensation. Each element of our compensation program is discussed in more detail below.

To further these objectives, we adhere to the following compensation and corporate governance practices:

2016 Performance Highlights

In 2016, the Company strengthened its position as the leader in the acquisition, investment and management of S ingle T enant O perational R eal E state, which is our target market and the inspiration for our name. The decisions made by the Compensation Committee and the Board on the compensation of our NEOs are reflective of the Company’s successes during the year, which include:

AFFO is a non-GAAP measure. For a discussion of the manner in which we compute AFFO and to view a table setting forth a reconciliation of our AFFO to our net income (as determined in accordance with U.S. generally accepted accounting principles), please see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures , on page 50 of our Annual Report filed with the SEC on February 24, 2017.

How We Determine Compensation

Role of the Compensation Committee . The Compensation Committee oversees the design, development and implementation of our executive compensation program. The Compensation Committee also administers our compensation plans and awards for the Company’s directors and Named Executive Officers and is primarily responsible for reviewing and approving our compensation policies and the compensation paid to our Named Executive Officers. The Compensation Committee’s responsibilities are set forth in its written charter and are more fully described in this Proxy Statement under the heading “Governance – Board and Committee Governance—Committees and Meetings of the Board of Directors of the Company.”

Role of Management. Certain of our Named Executive Officers, principally our CEO and CFO, work closely with the Compensation Committee and its consultant to analyze relevant peer data and to provide input into the compensation program design. Management assists the Compensation Committee’s consultant in its survey of executive compensation by providing historical compensation information. Management makes recommendations of the program design for the Named Executive Officers for consideration by the Compensation Committee.

Role of Compensation Consultant. In 2016, the Compensation Committee engaged FPL as its independent compensation consultant to assist the Compensation Committee with the structure of our executive compensation program. The consultant provided the Compensation Committee with market data and made recommendations with respect to compensation mix and levels. The Compensation Committee has conducted an independence assessment of its consultant and has determined that no conflict of interest exists that would require disclosure under SEC rules. FPL does not provide services to the Company in any other capacity.

Competitive Market Analysis. In developing our 2016 executive compensation program, the Compensation Committee, with the assistance of FPL and management, gathered and reviewed the compensation practices, salary levels and target incentive levels of other publicly traded REITs (the “ Peer Group ”) to determine market practices and to ensure that 2016 executive compensation was set at levels that would attract and motivate qualified executives. In selecting the Peer Group, the Compensation Committee and FPL focused on REITs comparable to the Company in terms of asset focus, structure, size and/or growth. As an initial part of the selection process, the Compensation Committee, with FPL’s assistance, compiled a list of companies that either focus on or maintain a large component tied to net-lease real estate investments and, to the extent possible, have total capitalizations that are generally within 0.5x-2.0x the Company’s total capitalization. Thereafter, and in order to have a more robust comparator set, companies were selected if they exhibited similar size and growth trajectories as the Company. Applying these criteria, FPL recommended, and the Compensation Committee approved, inclusion of the following companies in the Peer Group:

Source: SNL Financial

The Compensation Committee reviews each compensation element and aggregate total direct compensation (the sum of base salary, cash incentives and long-term incentives) for each of our Named Executive Officers compared to similarly situated employees of companies in the Peer Group, but does not target compensation to a specific percentile of the market data. In determining actual pay levels, the Compensation Committee considers the Peer Group data as well as other factors that, in its collective judgment, it believes to be relevant, including the executive’s experience and performance, internal pay equity, scope of responsibilities and specific skills, his or her ability to impact business results, and other business events or conditions.

Elements of 2016 Compensation

The Named Executive Officers’ 2016 compensation was set forth in an annual written compensation plan as approved by the Compensation Committee and the Board. For 2016, the compensation of our Named Executive Officers consisted of three principal components:

The following chart presents the overall target mix of compensation elements for the CEO and all other NEOs as a group for 2016:

Set forth below is a discussion of each of the principal components of 2016 compensation for our NEOs.

Base Salary. Base salary represents a stable means of cash compensation to our Named Executive Officers. Our goal in setting base salary amounts is to provide competitive compensation that reflects the contributions and skill levels of each executive. As shown above, however, consistent with our philosophy of tying pay to performance, our executives receive a relatively small percentage of their overall target compensation in the form of base salary.

We generally implement any base pay increases on a calendar year basis, while reserving the ability to make mid-year increases to reflect a promotion, increased responsibilities or other factors. In 2016, the Compensation Committee approved base salary increases to bring all Named Executive Officers in line with similarly situated employees of companies in the Peer Group, which required a higher than average increase for certain of our officers. In particular, the Compensation Committee believed that Mr. Volk's salary was significantly below the median of the chief executive officers in the Peer Group and that he merited a base salary increase of 20%. The table below includes each Named Executive Officer’s base salary as of December 31, 2016 in comparison to his or her base salary as of December 31, 2015.

Short-Term Incentives. Payment opportunities for cash awards under the annual cash bonus program administered pursuant to our STORE Capital Corporation 2015 Omnibus Equity Incentive Plan (the “ 2015 Incentive Plan ”) are expressed as a percentage of base salary and reflect each individual’s contributions to the Company and the market level of compensation for such position. Our annual cash bonus program is designed to motivate the Company’s executive officers to achieve performance goals established by the Compensation Committee that reinforce our annual business plan, to assist the Company in attracting and retaining qualified executives and to promote the alignment of the Named Executive Officers’ interests with those of the Company’s stockholders. In administering the annual cash bonus program, the Compensation Committee may make adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Company or to reflect modifications made to our annual business plan.

For 2016, the Compensation Committee approved the following threshold, target and maximum award opportunities, expressed as a percentage of base salary, which the executives are eligible to receive under the annual cash bonus program. Straight line interpolation is used to determine awards for results in between performance levels:

As illustrated in the chart below, all of the Named Executive Officers were eligible to earn annual cash bonuses based 75% on the Company’s achievement of identified corporate performance metrics (as described in more detail below) and 25% on satisfaction of individual goals specifically developed for each Named Executive Officer by the Compensation Committee. The Compensation Committee weighted corporate metrics more heavily than individual performance metrics to better align our NEOs with our stockholders because such metrics represent the primary drivers of the Company’s financial performance.

2016 Annual Incentive Program Design

Corporate Performance . As stated above, 75% of the 2016 annual cash bonus opportunity was based on corporate performance metrics established by the Compensation Committee. For 2016, the Compensation Committee identified the following four primary quantitative measures (and assigned the associated weightings) to evaluate corporate performance:

The illustrations below set forth the 2016 corporate performance goal levels, as well as actual results for each performance measure:

Individual Performance . The remaining 25% of the 2016 annual cash bonus opportunity was based on individual goals specifically developed for each Named Executive Officer that were designed to further drive our corporate metrics and contribute to successfully achieving our annual business plan and, with respect to each Named Executive Officer other than the CEO, to enhance the efficiency of each NEO’s department and the processes he or she oversees. In the case of the CEO, he only achieves his individual performance goal to the extent the other NEOs achieve their individual goals. In the case of the remaining NEOs, the individual performance goals generally included the completion or implementation of various projects, improvements, streamlines and/or processes supplementary to each of their primary executive management roles within the Company, including the following: for Ms. Fedewa, prospecting for acquisition opportunities and marketing and corporate communications initiatives; for Ms. Long, budget streamlining, improving electronic document storage organization and developing a policy and procedures manual; for Mr. Burbach, improving underwriting metrics, increasing process automation and enhancing employee training; for Mr. Zieg, preparing disaster recovery contingencies, improving customer service and enhancing data integrity; and for Mr. Bennett, driving closing cost reductions, developing a records retention policy and implementing legal best practices. Each NEO’s individual goals are not ranked in order of importance or assigned individual values with respect to the bonus amount, and the determination of achievement of goals is made by the Compensation Committee in its discretion.

2016 Payouts . For 2016, each Named Executive Officer earned a cash bonus based on the weighted achievement of corporate metrics and the successful completion of individual goals. The following table shows the actual payouts for each NEO under the annual cash bonus program for 2016:

Long-Term Incentives. Our 2015 Incentive Plan allows for awards of restricted shares of the Company’s common stock and other awards and performance-based grants to officers, directors and key employees of the Company, including our Named Executive Officers. We expect to make equity grants to our NEOs as part of our annual compensation program to align their long-term interests with those of our stockholders and to maintain the competitiveness of our total compensation package. The Board has delegated responsibility for administration of the 2015 Incentive Plan, including the authority to approve awards, to the Compensation Committee. It is the Compensation Committee’s policy to review and approve all annual equity compensation awards to directors, officers, and all other eligible key employees at its first regularly scheduled meeting of each year, which typically occurs in the first quarter of each year.

During 2016, we granted time-based restricted stock and performance-based restricted stock units (“ RSUs ”) to our executive officers. The Compensation Committee believes restricted stock and performance-based RSUs are a more meaningful tool for compensating our Named Executive Officers as compared to other equity-based awards such as stock options because a significant component of returns on the common stock of REITs generally takes the form of dividends as opposed to being limited solely to price appreciation. While STORE has never issued stock options or other forms of equity compensation to its employees, the Compensation Committee intends to monitor equity compensation trends in the REIT industry and may use other forms of equity compensation, including stock options, in the future to achieve our desired compensation objectives. The Compensation Committee believes that the equity awards granted in 2016 appropriately align the long-term interests of our Named Executive Officers with those of our stockholders.

During 2016, the Compensation Committee approved the target equity grants shown in the table below, expressed as a percentage of base salary, to the NEOs, of which:

Group Index ”), as further described below. If earned, shares of common stock representing 50% of the earned amount of RSUs will vest on December 31, 2018 and 50% will vest on December 31, 2019, subject to the NEO’s continued employment through such date.

The actual number of shares of time-based restricted stock and RSUs awarded to each NEO was determined by dividing the applicable grant amount (in dollars) by the closing price of the Company’s common stock on December 31, 2015, the final trading date prior to commencement of the RSU performance period. The table below reflects the number of shares of time-based restricted stock and RSUs (at target) granted to each of our NEOs in 2016, as well as the target value of those awards:

As with other elements of compensation, the Compensation Committee based individual equity-based incentive awards on such individual’s contributions to STORE and the market level of compensation for such position without benchmarking against a specific percentile. Holders of time-based restricted stock are entitled to dividends when paid by the Company and performance-based RSUs accrue a dividend equivalent that is paid in cash when and, solely to the extent, the underlying RSUs vest.

The following table illustrates the performance measurement period and vesting period, as applicable, of our 2016 long-term equity incentive award grants:

TSR, which captures both changes in stock price and dividends paid, is the sole metric used in assessing performance under the Company’s long term incentive program for the performance period ending December 31, 2018.

Absolute TSR Component.    With respect to the 50% of the performance-based RSUs that may be earned and become vested based on the achievement of an absolute TSR of the Company, the actual number of performance-based RSUs that may be earned and become vested will be between 0% and 233.33% of the target number, depending on our level of achievement of absolute TSR. In order to earn target level awards, the Company must achieve an absolute TSR of 9%. The specific requirements and corresponding award levels are contained in the table below:

As shown in the table above, threshold, target and maximum performance result in the Named Executive Officers earning 33.33%, 100% or 233.33% of the target number of performance-based RSUs associated with each performance level, with linear interpolation between specified levels. No performance-based RSUs under the absolute TSR component are earned for performance below the threshold level, and payout is capped at 233.33% of the target number even if performance exceeds the maximum level.

Relative TSR Component .   With respect to the 50% of the performance-based RSUs that may be earned and become vested based on the achievement of the TSR of the Company relative to the Custom Peer Group Index, the actual number of performance-based RSUs that may be earned and become vested will be between 0% and 233.33% of the target number, depending on our level of achievement of TSR relative to the un-weighted average TSR of the Custom Peer Group Index (the “ Index Return ”). The Custom Peer Group Index is an index

(not weighted by market capitalization) that is comprised of eight select REITs that operate within the public net-lease industry. As a result of the direct net-lease investments across the companies comprising the Custom Peer Group Index, their performance is more closely correlated to the Company. For 2016, the following companies comprised the Custom Peer Group Index:

As shown in the table above, threshold, target and maximum performance result in the Named Executive Officers earning 33.33%, 100% or 233.33% of the target number of performance-based RSUs associated with each performance level, with linear interpolation between specified levels. No performance-based RSUs under the relative TSR component are earned for performance below the threshold level, and payout is capped at 233.33% of the target number even if performance exceeds the maximum level.

Awards of performance-based RSUs were first made to our NEOs in 2015 covering a three-year performance period ending December 31, 2017. Accordingly, the actual number of performance-based RSUs that our NEOs earn with respect to the initial grant made in 2015 will not be determined until completion of our fiscal year ending December 31, 2017.

401(k) Plan

We have established a 401(k) retirement savings plan for our employees who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation within prescribed limits, generally on a pre- or post-tax basis, through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and provides further incentives to our employees, including our NEOs, in accordance with our compensation policies.

Tax and Accounting Considerations

Section 162(m) of the Code generally provides that a publicly-held corporation may not deduct in any one taxable year compensation in excess of $1 million paid to its CEO and the next three highest compensated officers (other than the CFO) employed on the last day of the fiscal year, unless the compensation is qualifying performance-based compensation and detailed criteria are satisfied. The Compensation Committee considers Section 162(m) in making awards and generally provides awards designed to be deductible, provided additional requirements are satisfied. However, the Compensation Committee retains flexibility to provide compensation outside those requirements when it considers it appropriate to achieve our compensation objectives. For this and other reasons, the Compensation Committee will not necessarily limit executive compensation to the amount deductible under Section 162(m).

The Compensation Committee periodically reviews the estimated accounting and tax impacts of material elements of our executive compensation program. These factors are considered along with other factors in making awards as to whether the program is consistent with our compensation objectives.

Compensation Risk Assessment

The Company and the Compensation Committee consider many factors in making compensation decisions for our Named Executive Officers. One factor is the risk associated with our compensation programs. During the first quarter of fiscal year 2017, the Compensation Committee conducted its annual risk assessment of our compensation policies and practices covering all employees. After a review and assessment of potential risks, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company for the following reasons, among others: