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.

Frequently Asked Questions

The main outcomes were the election of all seven director nominees, the ratification of KPMG LLP as the independent auditor for 2011, approval of executive compensation on an advisory basis, and a shareholder decision to hold future advisory votes on executive compensation annually.

All seven of management's nominees for directors were elected with a significant majority of votes cast for them, exceeding 59 million votes for each nominee, with relatively few votes withheld and a substantial number of broker non-votes.

Shareholders voted overwhelmingly in favor of an annual frequency for advisory votes on executive compensation. This means the Board will conduct these advisory votes on executive pay every year, demonstrating a commitment to more frequent shareholder input on compensation matters.

Yes, the appointment of KPMG LLP as Realty Income Corporation's independent registered public accounting firm for the year ended December 31, 2011, was overwhelmingly ratified by shareholders, with over 103 million votes in favor.