What is the main purpose of this 8-K/A filing?

This filing is an amendment to a previous 8-K. Its primary purpose is to reclassify the reporting of information about shareholder approval for the ARCT acquisition from Item 8.01 (Other Events) to Item 7.01 (Regulation FD Disclosure). This reclassification ensures the information is treated as furnished under Regulation FD and not "filed" under Section 18 of the Securities Exchange Act.

What was the outcome of the special stockholder meeting on January 16, 2013?

The special meeting resulted in overwhelming approval from Realty Income's stockholders to issue shares of common stock to American Realty Capital Trust, Inc. (ARCT) stockholders as part of the merger agreement. The vote was heavily in favor of the proposal.

Does this amendment indicate any new developments in the ARCT acquisition?

No, this amendment does not introduce new material events or developments. It is a procedural filing to correct or clarify the item number under which previously disclosed information (the press release regarding shareholder approval) was reported.

What does it mean for information to be "furnished under Regulation FD" versus "filed"?

When information is "filed" under Section 18 of the Securities Exchange Act, it is subject to liability for misstatements or omissions. When information is "furnished" under Regulation FD, it is typically for informational purposes to ensure fair disclosure to all investors and does not carry the same level of legal liability as "filed" information.

O 8-K: Shareholder Matters & Regulation FD

Summary

This filing is an amendment (8-K/A) to a previous Current Report on Form 8-K filed by Realty Income Corporation (O). The primary purpose of this amendment is to reclassify certain information disclosed under Item 8.01 (Other Events) to Item 7.01 (Regulation FD Disclosure). This reclassification clarifies that the information, specifically a press release announcing shareholder approval for the acquisition of American Realty Capital Trust, Inc. (ARCT), is furnished under Regulation FD and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. This is a procedural update and does not introduce new material events but rather clarifies the reporting of previously announced information. Key information revealed in the original filing, and reiterated here through the reclassification, concerns the outcome of a special meeting of Realty Income's stockholders held on January 16, 2013. At this meeting, stockholders overwhelmingly approved the issuance of Realty Income's common stock to ARCT stockholders as part of the merger agreement between the two companies. The overwhelming approval suggests strong shareholder support for the acquisition, which is a significant strategic move for Realty Income.

Key Highlights

1Amendment clarifies that information regarding shareholder approval of the ARCT acquisition is furnished under Regulation FD (Item 7.01) and not considered "filed" under Section 18.
2Realty Income Corporation's special meeting of stockholders was held on January 16, 2013.
3Shareholders overwhelmingly approved the issuance of Realty Income's common stock to ARCT stockholders.
4The vote for the stock issuance proposal received approximately 73.55 million "For" votes versus only 0.75 million "Against" votes.
5The merger agreement for the acquisition of American Realty Capital Trust, Inc. (ARCT) was the subject of the stockholder vote.
6The company also sought and received approval to adjourn the meeting if necessary to solicit additional proxies for the stock issuance.
7The filing references a press release issued on January 16, 2013, announcing the shareholder approvals as Exhibit 99.1.

REALTY INCOME CORP 8-K/A Report, Shareholder Vote Results (Mar 1, 2013)

Summary

Key Highlights

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