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 (Date of earliest event reported): November 30, 2015
REALTY
INCOME CORPORATION
(Exact name of registrant as
specified in its charter)
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Maryland |
1-13374 |
33-0580106 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
11995 El Camino Real, San Diego,
California 92130
(Address of principal executive offices)
(858) 284-5000
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2015, the Board of Directors of Realty Income Corporation (the “Company”) took the following actions concerning the executive officers of the Company:
• Sumit Roy, Chief Operating Officer, was appointed as President of the Company, effective as of November 30, 2015. Mr. Roy will retain his title as Chief Operating Officer.
• Neil M. Abraham, Senior Vice President, Investments, was appointed as Executive Vice President, Chief Investment Officer of the Company, effective as of November 30, 2015.
• Richard G. Collins, Executive Vice President, Portfolio Management, will depart from the Company, effective as of December 31, 2015.
Information about Mr. Roy, including a biographical summary, information about positions and offices he has held with the Company and information about his business experience, may be found in the Company’s definitive proxy statement for the 2015 Annual Meeting of Stockholders on Schedule 14A filed on March 27, 2015.
Prior to his appointment as Executive Vice President, Chief Investment Officer, Neil Abraham, 44, served as Senior Vice President, Investments, focusing primarily on the Company’s investment activities since April, 2015. Prior to joining the Company, Mr. Abraham was a Portfolio Manager for equity and mortgage REITs at Alliance Bernstein – Global Equities in New York for eight years.
The Company anticipates that Mr. Collins will be eligible to receive severance payments and benefits in accordance with the non-cause termination provisions of his existing employment agreement and applicable equity-based award agreements with the Company.
Item 7.01 Regulation FD Disclosure
On December 1, 2015, the Company issued a press release announcing the appointments of Mr. Roy as President, Mr. Abraham as Executive Vice President, Chief Investment Officer, and Mr. Collins’ departure as Executive Vice President, Portfolio Management. A copy of this press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by the Company on December 1, 2015.
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.
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Dated: December 4, 2015 |
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REALTY INCOME CORPORATION |
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Michael R. Pfeiffer |
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Executive Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press Release issued by the Company on December 1, 2015
Exhibit 99.1
REALTY INCOME ANNOUNCES ORGANIZATIONAL CHANGES
Sumit
Roy Named President
SAN DIEGO, CALIFORNIA, December 1, 2015….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, announced today that Sumit Roy, Chief Operating Officer, has been named President of the company. Mr. Roy has been a valuable contributor to the company and will continue to focus on its operations and chair the Investment Committee as the business continues to grow. Additionally, Neil Abraham has been promoted to Executive Vice President, Chief Investment Officer, overseeing the execution of the company’s investments function and will report to Mr. Roy, who formerly held this title. Previously, Mr. Abraham served as Senior Vice President, Investments and has played an integral role in the company’s acquisition of $1.1 billion in properties during the first three quarters of the year.
Effective December 31, 2015, Richard G. Collins will step down as Executive Vice President, Portfolio Management after 25 years of loyal service at the company. During his tenure, Mr. Collins has served in numerous roles, most recently effectively leading the Portfolio Management Department as the property portfolio grew from fewer than 1,600 properties to nearly 4,500 properties. Mr. Collins’ principal responsibilities will now be assumed by Dawn Nguyen and Ben Fox. Ms. Nguyen, who has over 14 years of experience at Realty Income primarily in leasing and dispositions, has been promoted to Senior Vice President, Portfolio Management and will now oversee the company’s property leasing and dispositions efforts. Mr. Fox, who has over eight years of experience in investments and asset management at Realty Income, has been promoted to Senior Vice President, Asset and Portfolio Management and will continue to oversee the company’s asset management functions.
“Today’s announced promotions strategically position the company for continued growth and success,” said John P. Case, Chief Executive Officer of Realty Income. “I would like to be the first to congratulate Sumit on his well-deserved promotion to President. Sumit’s leadership, broad skillset and dedication to the company have been instrumental in our success. I would also like to congratulate Neil on his promotion to CIO. I know Neil will be an effective leader of our investments process. Additionally, I would like to thank Richard for his many years of dedicated service to our company. Richard has impressively led our Portfolio Management department through various economic cycles, while always maintaining high occupancy levels. I am confident that Dawn and Ben will be successful in their expanded roles at our company given their leadership skills and extensive experience. I continue to be impressed with the depth and breadth of talent within our company and with our team members’ outstanding efforts on behalf of our shareholders.”
About the Company
Realty Income, The Monthly Dividend Company®, is an S&P 500 company dedicated to providing shareholders with dependable monthly income. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from nearly 4,500 real estate properties owned under long-term lease agreements with regional and national commercial tenants. To date, the company has declared 545 consecutive common stock monthly dividends throughout its 46-year operating history and increased the dividend 82 times since Realty Income's public listing in 1994 (NYSE: O). The company has in-house acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting, information technology, and capital markets capabilities. Additional information about the company and the officers addressed in this press release can be obtained from the corporate website at www.realtyincome.com.
Investor Contact:
Jonathan Pong, CFA, CPA
VP, Head of Capital Markets
(858) 284-5177
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