Nnn REIT, Inc 8-K, filed May 16, 2023
Nnn REIT, Inc. (NNN)
About this 8-K
Nnn REIT, Inc filed this 8-K on May 16, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2023, NNN REIT, Inc. (the "Company") held its 2023 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, (c) an advisory vote on the frequency of future advisory votes on executive compensation, (d) approval of an amendment to the Company's 2017 Performance Incentive Plan, and (e) the ratification of the selection of the Company’s independent registered public accounting firm for 2023. 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 |
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For |
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Withhold |
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Abstain |
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Broker |
Pamela K. M. Beall |
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148,874,486 |
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2,543,069 |
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179,174 |
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13,215,683 |
Steven D. Cosler |
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149,207,102 |
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2,177,279 |
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212,348 |
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13,215,683 |
David M. Fick |
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148,459,884 |
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2,946,502 |
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190,343 |
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13,215,683 |
Edward J. Fritsch |
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146,956,504 |
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4,450,856 |
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189,369 |
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13,215,683 |
Elizabeth C. Gulacsy |
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150,914,255 |
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501,664 |
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180,810 |
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13,215,683 |
Kevin B. Habicht |
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141,246,011 |
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10,162,509 |
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188,209 |
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13,215,683 |
Betsy D. Holden |
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149,148,044 |
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2,264,601 |
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184,084 |
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13,215,683 |
Stephen A. Horn, Jr. |
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150,427,831 |
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987,462 |
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181,436 |
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13,215,683 |
Kamau O. Witherspoon |
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148,969,879 |
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2,432,242 |
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194,608 |
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13,215,683 |
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 |
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Against |
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Abstain |
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Broker |
147,724,008 |
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3,519,650 |
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353,071 |
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13,215,683 |
Proposal 3: An Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company's stockholders approved, on an advisory basis, in favor of an advisory vote on named executive officer compensation every year. The tabulation of votes was as follows:
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker |
147,738,199 |
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244,650 |
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3,348,581 |
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265,299 |
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13,215,683 |
Proposal 4: Approval of an Amendment to the Company's 2017 Performance Incentive Plan
The Company’s stockholders approved to amend the Company’s 2017 Performance Incentive Plan to include an increase (i) in the share reserve under the Plan from 1,800,000 to 4,800,000 shares, (ii) from $6,000,000 to $7,000,000 in the individual limits applicable to performance awards, and (iii) in the limit on non-employee director compensation from $500,000 to $700,000. The tabulation of votes was as follows:
For |
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Against |
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Abstain |
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Broker |
147,273,359 |
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3,953,571 |
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369,799 |
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13,215,683 |
Proposal 5: 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, 2023, was ratified as set forth below:
For |
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Against |
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Abstain |
163,733,690 |
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746,525 |
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332,197 |
There were no broker non-votes with respect to Proposal 5.
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.
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NNN REIT, Inc. |
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Dated: May 16, 2023 |
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By: |
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/s/ Kevin B. Habicht |
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Kevin B. Habicht |
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Executive Vice President, Chief Financial Officer, Assistant Secretary, and Treasurer |