8-KShareholder Matters

REALTY INCOME CORP 8-K Report, Shareholder Vote Results (May 4, 2011)

Filed May 4, 2011For Securities:O

Summary

Realty Income Corporation (O) held its 2011 annual meeting of stockholders on May 3, 2011, where several key proposals were voted upon. The primary outcomes included the election of all seven management-nominated directors to serve until the 2012 annual meeting, with substantial support from shareholders. Additionally, the appointment of KPMG LLP as the independent registered public accounting firm for 2011 was ratified, also receiving strong approval. The company also reported the results of an advisory vote on executive compensation, which was approved, and a separate advisory vote on the frequency of future executive compensation votes. Of particular note for investors is the outcome of the advisory vote on the frequency of executive compensation evaluations. Shareholders overwhelmingly supported holding this vote annually, indicating a preference for more frequent direct input on executive pay. Consequently, the Board of Directors has committed to holding an annual advisory vote on executive compensation until the next required frequency vote. This signals a commitment to shareholder engagement on compensation matters.

Key Highlights

  • 1All seven nominated directors were elected to the Board of Directors.
  • 2KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2011.
  • 3Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers.
  • 4A majority of shareholders voted for an annual frequency for advisory votes on executive compensation.
  • 5The Board of Directors will hold annual advisory votes on executive compensation going forward.
  • 6A significant number of broker non-votes were present on director elections and executive compensation votes, but not on the ratification of the accounting firm.

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