8-KLeadership ChangesCorporate ChangesExhibits & Filings

REALTY INCOME CORP 8-K Report, Executive Changes (Feb 22, 2012)

Filed February 22, 2012For Securities:O

Summary

Realty Income Corporation (O) announced significant changes to its Board of Directors and corporate governance structure via an 8-K filing on February 22, 2012. The primary development is the election of A. Larry Chapman as an independent director. Mr. Chapman brings extensive experience in commercial real estate, having retired from a 37-year career at Wells Fargo, where he held senior leadership positions including Head of Commercial Real Estate. His appointment strengthens the Board's independence, bringing the total number of independent directors to seven out of eight members. Mr. Chapman will serve on the Audit and Compensation Committees. Furthermore, the company announced a leadership transition at the Board level, with Michael D. McKee appointed as the new Non-Executive Chairman, effective February 21, 2012. This follows the retirement announcement of the current Chairman, Donald R. Cameron, who will step down at the annual meeting on May 8, 2012. These changes, alongside an amendment to the company's bylaws to reflect an eight-director board, indicate a strategic reinforcement of governance and leadership as Realty Income continues its operations.

Key Highlights

  • 1A. Larry Chapman elected as an independent director to the Board, increasing Board independence.
  • 2Mr. Chapman brings significant commercial real estate experience from his tenure at Wells Fargo.
  • 3Mr. Chapman appointed to serve on the Audit and Compensation Committees.
  • 4Michael D. McKee elected as the new Non-Executive Chairman of the Board, effective immediately.
  • 5Current Chairman Donald R. Cameron to retire from the Board on May 8, 2012.
  • 6Company's Bylaws amended to officially set the size of the Board at eight directors.
  • 7Mr. Chapman received a grant of 4,000 shares of common stock vesting over three years as part of his director compensation.

Frequently Asked Questions

A. Larry Chapman is a newly elected independent director to Realty Income Corporation's Board. He recently retired after a 37-year career at Wells Fargo, where he held senior positions including Head of Commercial Real Estate, President of Wells Fargo Realty Advisors, and was a member of the Wells Fargo Management Committee. He brings substantial experience in the commercial real estate sector.

Mr. Chapman's election as an independent director brings the total number of independent directors on the Board to seven, out of a total of eight members. This increases the overall independence of the Board.

Michael D. McKee has been elected as the new Non-Executive Chairman of the Board, effective February 21, 2012. This change follows the announcement that the current Chairman, Donald R. Cameron, will retire from the Board at the annual meeting on May 8, 2012.

Yes, the company's Amended and Restated Bylaws have been amended to formally set the size of the Board of Directors at eight members. This amendment took effect on February 21, 2012.