8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) : June 10, 2022

FOUR CORNERS PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

591 Redwood Highway, Suite 3215, Mill Valley, California 94941

(Address of principal executive offices, including zip code)

(415) 965-8030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On June 10, 2022, Four Corners Property Trust, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on and approved, among other matters set forth in Item 5.07 of this report, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Amended Omnibus Plan”). The Amended Omnibus Plan amends and restates the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2015 Plan by 1,500,000 shares. A more complete description of the terms of the Amended Omnibus Plan can be found in “Proposal Four: Approval of the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2022 (the “Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the Amended Omnibus Plan, which is incorporated by reference hereto as Exhibit 10.01 hereto.

At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal One: Election of Directors

The Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2023 and until their respective successors are elected and qualified.

Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal Three: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Proposal Four: Approval of the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan

The Company’s stockholders approved the Company’s Amended Omnibus Plan as disclosed in the Proxy Statement.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2022