UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 12, 2018

CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)

	
			
Maryland	1-33292	20-3431375	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

	
			
1100 Walnut, Suite 3350, Kansas City, MO	 	64106	
(Address of Principal Executive Offices)	 	(Zip Code)	

(816) 875-3705
(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:

	
		
☐	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))	

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.	

(b)(c)    CorEnergy Infrastructure Trust, Inc. (“CorEnergy” or the “Company”) announced that Mr. Richard C. Green resigned from his position as Executive Chairman of the Board of CorEnergy. The resignation will be effective January 1, 2019. Mr. Green advised the Company that his decision to retire from the Board of Directors at this time was not the result of any disagreement with the Company on any matter, including any matter related to the Company’s operations, policies or practices.

Current Chief Executive Officer and President, David J. Schulte, has been appointed to serve as Chairman of the Board, also effective January 1, 2019. Additional information concerning Mr. Schulte is incorporated herein by reference from the section entitled “Proposal One - Information About Executive Officers” and “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders, filed with the SEC on April 6, 2018.

	
		
Item 7.01	Regulation FD Disclosure.	

The Company’s press release concerning these matters is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

	
		
Item 9.01	Financial Statements and Exhibits.	

	
		
(d)	EXHIBITS.	
 	 	
Exhibit No.	Description	
99.1	Press Release Dated December 17, 2018	

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.

	
					
 	 	CORENERGY INFRASTRUCTURE TRUST, INC.	
 	 	 	 	
Dated:	December 17, 2018	By:	/s/ David J. Schulte	 	
 	 	 	David J. Schulte	 	
 	 	 	President & CEO	 	

CorEnergy Announces Management Transition

KANSAS CITY, Mo.- December 17, 2018 - CorEnergy Infrastructure Trust, Inc. (“CorEnergy” or the “Company”) announced that its Executive Chairman, Richard Green, has tendered his resignation from the Board of Directors of the Company, effective January 1, 2019. The independent directors named David Schulte, President and Chief Executive Officer of CorEnergy, to follow Mr. Green as Chairman of the Board.

In discussing his intentions with the Board, Mr. Green noted the work he and Mr. Schulte had undertaken to build, develop and lead a talented team of professionals at Corridor InfraTrust Management (“Corridor”), the external manager of CorEnergy. Mr. Green said, “I am very proud of the company Dave and I have built together. In less than a decade, Corridor’s systems and processes have become reflective of a much larger and more established professional organization. Reflecting on my more than 30 years of experience as a senior executive, I believe now is a good time for a transition to occur at Corridor and therefore the Board of CorEnergy. At a certain stage of development, an organization works best when one individual leads.”

Mr. Schulte commented, “It has been a privilege to work side-by-side with Rick since the inception of Corridor, eight years ago. His deep knowledge base, strategic insights and leadership have been imperative in guiding the Company forward. I am pleased that Rick is willing to have a continuing role at Corridor and in his commitment to a smooth transition of responsibilities.”

The Governance and Nominating Committees of the Company will begin a search for an additional director to fill the vacancy created by the resignation.

About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA), is a real estate investment trust (REIT) that owns essential energy assets, such as pipelines, storage terminals, and transmission and distribution assets. We receive long-term contracted revenue from operators of our assets, primarily under triple-net participating leases. For more information, please visit  corenergy.reit .

Forward-Looking Statements
This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in CorEnergy's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any distribution paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy's Board of Directors and compliance with leverage covenants.

Contact Information:
CorEnergy Infrastructure Trust, Inc.
Investor Relations
Lesley Schorgl, 877-699-CORR (2677)
info@corenergy.reit