NNN REIT Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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): May 15, 2024

NNN REIT, INC.

(exact name of registrant as specified in its charter)

Maryland		001-11290		56-1431377
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employment Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(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))

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

 

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	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. ☐

 

 

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

On May 15, 2024, NNN REIT, Inc. (the "Company") held its 2024 annual meeting of the stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of nine directors, (b) an advisory vote on executive compensation, and (c) the ratification of the selection of the Company’s independent registered public accounting firm for 2024. The results of such votes are set forth herein.

Proposal 1: Election of Directors

The nine nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The tabulation of votes was as follows:

Nominee		For		Withhold		Abstain		Broker Non-Votes
Pamela K. M. Beall		153,548,559		993,663		249,679		13,134,608
Steven D. Cosler		152,598,348		1,944,225		249,328		13,134,608
David M. Fick		150,472,200		4,037,553		282,148		13,134,608
Edward J. Fritsch		150,296,653		4,233,254		261,994		13,134,608
Elizabeth C. Gulacsy		153,751,306		764,535		276,060		13,134,608
Kevin B. Habicht		144,727,552		9,806,883		257,466		13,134,608
Betsy D. Holden		151,902,178		2,637,169		252,554		13,134,608
Stephen A. Horn, Jr.		153,638,996		903,469		249,436		13,134,608
Kamau O. Witherspoon		153,133,208		1,376,306		282,387		13,134,608

There were no votes against the nominees with respect to Proposal 1.

Proposal 2: An Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth below:

For		Against		Abstain		Broker Non-Votes
149,398,785		4,972,847		420,269		13,134,608

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified as set forth below:

For		Against		Abstain
166,525,166		1,121,451		279,892

There were no broker non-votes with respect to Proposal 3.

 

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SIGNATURE

 

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.

		NNN REIT, Inc.
Dated: May 16, 2024		By:		/s/ Kevin B. Habicht
				Kevin B. Habicht
				Executive Vice President, Chief Financial Officer, Assistant Secretary, and Treasurer

 

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