What is the primary reason for this 8-K filing?

This 8-K filing primarily announces the planned retirement of Michael R. Pfeiffer from his executive legal positions and the appointment of Michelle Bushore to succeed him, effective February 8, 2021.

What are the terms of Mr. Pfeiffer's retirement and transition?

Mr. Pfeiffer will retire on or about June 30, 2021. He will step down from his legal roles on February 8, 2021, but will continue to serve as Chief Administrative Officer until his retirement date. He will receive specific bonus and equity compensation related to his cooperation during the transition.

What is Michelle Bushore's background and compensation?

Ms. Bushore joins Realty Income from Caesars Holdings, Inc., where she held senior legal positions. Her compensation package includes a base salary of $520,000, a target bonus of $320,000, a substantial long-term incentive award (up to $1.26 million), a $100,000 restricted stock grant, and a relocation allowance up to $50,000.

Does Ms. Bushore have any severance protection?

Yes, Ms. Bushore is designated as a participant in the Company's Executive Severance Plan. This plan provides for specific severance payments, continued health insurance, and vesting of equity awards in the event of termination by the Company without cause or by Ms. Bushore due to a constructive termination.

O 8-K: Leadership Changes & Regulation FD

Summary

Realty Income Corp. (O) announced a significant leadership transition within its legal department via an 8-K filing on January 25, 2021. Michael R. Pfeiffer, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, intends to retire on or about June 30, 2021. In preparation for this transition, Mr. Pfeiffer will resign from his legal roles on February 8, 2021, and continue as Chief Administrative Officer until his retirement date. The company has also appointed Michelle Bushore as Executive Vice President, Chief Legal Officer, General Counsel and Secretary, effective February 8, 2021. Ms. Bushore brings extensive legal experience from her previous roles at Caesars Holdings, Inc. and Monsanto Company.

Key Highlights

1Michael R. Pfeiffer, EVP, CAO, General Counsel, and Secretary, plans to retire around June 30, 2021.
2Michelle Bushore appointed as EVP, Chief Legal Officer, General Counsel, and Secretary, effective February 8, 2021.
3Mr. Pfeiffer will transition from his legal roles on February 8, 2021, and continue as CAO until retirement.
4Michelle Bushore's compensation package includes an annual base salary of $520,000, a target annual cash bonus of $320,000, and a significant long-term incentive award.
5Mr. Pfeiffer will receive a 2021 target annual cash bonus of $495,000 and continued vesting of prior performance share awards.
6Ms. Bushore will be a participant in the company's Executive Severance Plan, providing specific benefits in case of termination without cause or constructive termination.

REALTY INCOME CORP 8-K Report, Executive Changes (Jan 26, 2021)

Summary

Key Highlights

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