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: May 23, 2023

(Date of Earliest Event Reported)

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

11995 El Camino Real, San Diego, California 92130

(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:

☐ 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:

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).

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

On May 23, 2023, Realty Income Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") and, as of the close of business on March 23, 2023, the record date for the Annual Meeting, there were 660,538,647 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 11 directors to serve until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified.

All 11 director nominees listed in the Company's proxy statement for the Annual Meeting (the "Proxy Statement") and set forth below were elected by the Company's stockholders to hold office until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified:

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, 2023.

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, 2023 as follows:

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:

Proposal 4: A non-binding advisory vote to approve the frequency of future non-binding advisory votes by stockholders of the compensation of our named executive officers.

The Company's stockholders approved on a non-binding advisory basis the frequency of one year for future non-binding advisory votes by stockholders of the compensation of our named executive officers as follows:

Based on these results, the Company has determined that it will submit to stockholders on a non-binding advisory basis a vote to approve named executive officer compensation every year until the next required non-binding advisory vote on the frequency of future non-binding advisory votes on named executive officer compensation, which will occur no later than the 2029 annual meeting of stockholders of the Company.

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.