8-K
false000165013200016501322025-06-052025-06-05

 

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 05, 2025

 

 

Four Corners Property Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-37538

47-4456296

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

591 Redwood Highway

Suite 3215

 

Mill Valley, California

 

94941

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (415) 965-8030

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

FCPT

 

New York Stock Exchange

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

Emerging growth company ☐

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

 

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

Four Corners Property Trust, Inc. (the “Company”) has implemented its succession plan for the Chair of the Board of Directors (the "Board") consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed March 7, 2025 and described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025 (the “Proxy Statement”). Effective June 5, 2025, the Company's Chair, John S. Moody, retired as Chair of the Board and Douglas B. Hansen assumed the position of the Company's Chair of the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2025, the Company held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the 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 2026 and until their respective successors are elected and qualified.

 

Director

 

Vote Result

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

William H. Lenehan

 

Re-elected

 

88,140,494

 

590,594

 

28,495

 

4,249,279

Douglas B. Hansen

 

Re-elected

 

87,425,599

 

1,303,860

 

30,124

 

4,249,279

Charles L. Jemley

 

Re-elected

 

87,944,104

 

786,510

 

28,969

 

4,249,279

Barbara Jesuele

 

Re-elected

 

87,466,917

 

1,265,191

 

27,475

 

4,249,279

Marran H. Ogilvie

 

Re-elected

 

87,474,309

 

1,234,183

 

51,091

 

4,249,279

Toni Steele

 

Re-elected

 

88,117,075

 

614,456

 

28,052

 

4,249,279

Liz Tennican

 

Re-elected

 

87,470,427

 

1,239,129

 

50,027

 

4,249,279

 

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, 2025.

Vote Result

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

Approved

 

92,305,783

 

679,137

 

23,942

 

N/A

 

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.

Vote Result

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

Approved

 

87,365,639

 

1,295,143

 

98,801

 

4,249,279

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Exhibit Description

99.1

Press Release Dated June 9, 2025

104

 

Cover Page Interactive Data File (embedded within Inline XBRL document)

 

 

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.

 

 

 

FOUR CORNERS PROPERTY TRUST, INC.

 

 

 

 

Date:

June 9, 2025

By:

/s/ JAMES L. BRAT

 

 

 

James L. Brat
Chief Operations Officer, General Counsel and Secretary

 

 

FCPT Appoints Douglas Hansen as the New Chair of the Board of Directors

 

Mill Valley, Calif. —(BUSINESS WIRE)— In its March 6, 2025 announcement, Four Corners Property Trust (NYSE:FCPT), a real estate investment trust primarily engaged in the ownership and acquisition of high-quality, net-leased restaurant and retail properties (“FCPT” or the “Company”), disclosed that John S. Moody would not stand for re-election to the Board of Directors of the Company (the “Board”) at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and Douglas B. Hansen would succeed Mr. Moody as Chair of the Board pending his re-election at the 2025 Annual Meeting. On June 5, 2025, Mr. Hansen was re-elected to the Board and appointed as Chair, effective immediately.

 

Bill Lenehan, Chief Executive Officer of FCPT, commented, “On behalf of everyone at FCPT, I would like to thank John for his contributions and leadership over the last 10 years, and we wish him all the best as he embarks on his retirement. While we are sad to see John go, we’re excited to welcome Doug as the Chair of the Board and are confident in his ability to continue to lead our Board and sustain FCPT’s strong performance.”

 

Mr. Hansen joined the Board in November 2015 at the Company’s inception and currently serves as the chair of the Company’s Compensation Committee and a member of the Investment Committee, which he previously chaired for four years. Mr. Hansen has extensive experience in real estate, capital markets and asset management having founded Redwood Trust, Inc., a public mortgage REIT, and served as its President from 1994 through 2008 and has been a director of Redwood Trust, Inc. since 1994. Since 2009, Mr. Hansen has served as President of Resonant Capital, Inc., a business services and real estate company. Mr. Hansen holds a Bachelor’s degree in Economics from Harvard College and a Master of Business Administration degree from Harvard Business School.

 

About FCPT

 

FCPT, headquartered in Mill Valley, CA, is a real estate investment trust primarily engaged in the ownership, acquisition and leasing of restaurant and retail properties. The Company seeks to grow its portfolio by acquiring additional real estate to lease, on a net basis, for use in the restaurant and retail industries. Additional information about FCPT can be found on the website at www.fcpt.com.

 

Four Corners Property Trust:
Bill Lenehan, 415-965-8031
CEO

Patrick Wernig, 415-965-8038
CFO