8-K

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 16, 2023

NNN REIT, INC.

(exact name of registrant as specified in its charter)

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

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

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 5.07. 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:

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:

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:

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:

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:

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.