Realty Income Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
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: May 13, 2025
(Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(858 ) 284-5000
(Registrant’s telephone number, including area code)
N/A
(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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||||||
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 Arrangement of Certain Officers.
On May 13, 2025, Realty Income Corporation, a Maryland corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Realty Income Corporation 2021 Incentive Award Plan, as amended (the “Plan” and such amendment, the “Plan Amendment”) to revise the annual grant of restricted stock or restricted stock units (“RSUs”) and initial grant of restricted stock or RSUs to non-employee directors of the Company from a grant of 4,000 restricted shares or RSUs to a grant that has a number of shares calculated by dividing $200,000 by the per share closing trading price of the Company’s common stock on the grant date. The Plan Amendment was adopted by the Company’s Board of Directors on February 19, 2025 and became effective on the date of the Annual Meeting.
The terms and conditions of the Plan, as amended by the Plan Amendment, are described in the section entitled “Proposal Four – Approval of Amendment to the Realty Income Corporation 2021 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2025 (the “Proxy Statement”). The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2025, the Company held its Annual Meeting and, as of the close of business on March 3, 2025, the record date for the Annual Meeting, there were 891,769,159 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.
The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.
Proposal 1: Election of 10 directors to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.
All 10 director nominees listed in the Company's Proxy Statement and set forth below were elected by the Company's stockholders to hold office until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||||
| Priscilla Almodovar | 608,892,390 | 7,049,719 | 812,190 | 132,934,343 | ||||||||||
| A. Larry Chapman | 595,254,263 | 20,646,463 | 853,573 | 132,934,343 | ||||||||||
| Reginald H. Gilyard | 581,511,896 | 34,396,145 | 846,258 | 132,934,343 | ||||||||||
| Mary Hogan Preusse | 596,869,376 | 19,043,811 | 841,112 | 132,934,343 | ||||||||||
| Priya Cherian Huskins | 583,518,392 | 31,671,777 | 1,564,130 | 132,934,343 | ||||||||||
| Jeff A. Jacobson | 613,783,065 | 2,118,311 | 852,923 | 132,934,343 | ||||||||||
| Gerardo I. Lopez | 610,414,694 | 5,464,272 | 875,333 | 132,934,343 | ||||||||||
| Michael D. McKee | 581,030,989 | 34,856,759 | 866,551 | 132,934,343 | ||||||||||
| Gregory T. McLaughlin | 590,669,613 | 25,220,498 | 864,188 | 132,934,343 | ||||||||||
Sumit Roy | 608,840,149 | 7,041,263 | 872,887 | 132,934,343 | ||||||||||
Proposal 2: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
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 as follows:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||
| 679,390,347 | 69,072,328 | 1,225,967 | — | ||||||||
Proposal 3: A non-binding advisory proposal to approve the compensation of the Company’s named executive officers as described in the Proxy Statement.
The Company's stockholders approved on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement as follows:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||
| 570,950,481 | 43,098,225 | 2,705,593 | 132,934,343 | ||||||||
Proposal 4: Approval of an Amendment to the Realty Income Corporation 2021 Incentive Award Plan.
The Company's stockholders approved the Amendment to the Realty Income Corporation 2021 Incentive Award Plan as provided in the Proxy Statement on Appendix B as follows:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||
| 584,971,034 | 29,264,751 | 2,518,514 | 132,934,343 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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.
| Dated: May 15, 2025 | REALTY INCOME CORPORATION | |||||||
| By: | /s/ BIANCA MARTINEZ | |||||||
| Bianca Martinez | ||||||||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||||||||