0000726728-11-000039.txt : 20110504 0000726728-11-000039.hdr.sgml : 20110504 20110504150827 ACCESSION NUMBER: 0000726728-11-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY INCOME CORP CENTRAL INDEX KEY: 0000726728 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330580106 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13374 FILM NUMBER: 11809893 BUSINESS ADDRESS: STREET 1: 600 LA TERRAZA BLVD CITY: ESCONDIDO STATE: CA ZIP: 92025 BUSINESS PHONE: 7607412111 MAIL ADDRESS: STREET 1: 600 LA TERRAZA BLVD CITY: ESCONDIDO STATE: CA ZIP: 92025 8-K 1 ri8k_proxyvote.htm FORM 8-K FOR PROXY VOTE ri8k_proxyvote.htm



 
United States
Securities and Exchange Commission
Washington, D.C. 20549
 
Form 8-K
Current Report
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report: May 3, 2011
(Date of Earliest Event Reported)
 
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
 
Maryland
1-13374
33-0580106
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification No.)
 
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
 
(760) 741-2111
(Registrant’s telephone number, including area code)
 
N/A
(former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.07      Submission of Matters to a Vote of Security Holders
 
(a)  On May 3, 2011, Realty Income Corporation (the "Company") held its 2011 annual meeting of stockholders (the "Annual Meeting"). As of March 10, 2011, the record date for the Annual Meeting, there were 118,201,155 common shares issued and outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934.

(b)  The first proposal considered at the Annual Meeting was the election of seven directors to serve until the 2012 annual meeting of stockholders and until their respective successors are duly elected and qualified.

All of management’s nominees for directors as listed in the proxy statement were elected with the following vote:

 
Shares
Voted For
Votes
Withheld
Broker
Non-Votes
Kathleen R. Allen, Ph.D.
59,728,692
910,116
43,866,924
Donald R. Cameron
59,755,202
883,606
43,866,924
Priya Cherian Huskins
60,192,179
446,629
43,866,924
Thomas A. Lewis
60,164,414
474,394
43,866,924
Michael D. McKee
59,757,289
881,519
43,866,924
Gregory T. McLaughlin
59,783,438
855,370
43,866,924
Ronald L. Merriman
60,155,418
483,390
43,866,924
 
The second proposal considered at the Annual Meeting was the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ended December 31, 2011.  This proposal was approved, with 103,210,922 shares voted for, 699,938 shares voted against, and 594,872 shares representing abstentions.  No broker non-votes resulted from the vote on this proposal.

The third proposal considered at the Annual Meeting was the approval, on an advisory basis, of the compensation of the Company’s named executive officers.  This proposal was approved, with 57,059,279 shares voted for, 2,604,313 shares voted against, 975,216 shares representing abstentions and 43,866,924 shares representing broker-non-votes.

The fourth proposal considered at the Annual Meeting was an advisory vote on whether the frequency of future advisory votes on the compensation of our named executive officers should occur every year, every two years or every three years (the “Frequency Vote”).
One Year
Two Years
Three Years
Abstentions
Broker
Non-Votes
34,349,751
1,481,756
23,964,628
842,673
43,866,924

 
 
 

(c)  Not applicable.

(d)  Based on the approval by the Company’s stockholders of one year for the Frequency Vote, the Company’s board of directors has determined that it will hold an advisory vote on the compensation of the Company’s named executive officers annually until the next required Frequency Vote.
 

 
 
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: May 3, 2011
  
REALTY INCOME CORPORATION
   
 
By:
  
 
/s/ MICHAEL R. PFEIFFER
       
Michael R. Pfeiffer
       
Executive Vice President, General Counsel and Secretary