8-K

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, 2018
 (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.)

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 May 3, 2018, the Compensation Committee of the Board of Directors of Realty Income Corporation (the “Company”) took the following actions concerning the executive officers of the Company:

•Neil M. Abraham, Executive Vice President, Chief Investment Officer, was appointed as Executive Vice President, Chief Strategy Officer of the Company, effective as of May 21, 2018. 

Information about Mr. Abraham, including a biographical summary, information about positions and offices he has held with the Company, his compensation arrangements with the Company, and information about his business experience, may be found in the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders on Schedule 14A filed on April 2, 2018.  Effective May 21, 2018, Mark E. Hagan will assume the role of Executive Vice President, Chief Investment Officer.

Item 7.01         Regulation FD Disclosure

On May 3, 2018, the Company issued a press release announcing the appointments of Mr. Abraham as Executive Vice President, Chief Strategy Officer, and Mr. Hagan as Executive Vice President, Chief Investment Officer. 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 May 3, 2018.

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 7, 2018	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, General Counsel and Secretary

EX-99.1 CHARTER

REALTY INCOME NAMES NEIL ABRAHAM CHIEF STRATEGY OFFICER AND

MARK E. HAGAN CHIEF INVESTMENT OFFICER

SAN DIEGO, CALIFORNIA, May 3, 2018….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced that Neil Abraham, the company’s current Executive Vice President, Chief Investment

Officer, will become Executive Vice President, Chief Strategy Officer, and Mark E. Hagan will join the company as Executive Vice President, Chief Investment Officer, effective May 21, 2018.

Mr. Abraham, in his new role, will be responsible for working with the Chief Executive Officer in continuing to develop and implement the company’s strategic objectives. Mr. Abraham will continue to oversee the company’s Research Department and serve on its Investment Committee. In his current role as Executive Vice President, Chief Investment Officer, Mr. Abraham has played an integral role in the company’s investment activities. Prior to joining Realty Income in 2015, Mr. Abraham was a Portfolio Manager for equity and mortgage REITs at AllianceBernstein – Global Equities and an Associate Principal for McKinsey & Company.

"Neil’s background in research, capital allocation, and consulting will make him an ideal Chief Strategy Officer,” said John P. Case, Chief Executive Officer. “We believe having a dedicated Chief Strategy Officer will continue to position our company for success. I look forward to working closely with Neil in his new role.”

Mr. Hagan, as Executive Vice President, Chief Investment Officer, will be responsible for the continued execution of the company’s investment activities and will serve on its Investment Committee. Additionally, he will lead the company’s Acquisitions Department. Mr. Hagan has been a New York-based real estate investment banker for nearly 20 years, advising public and private real estate companies on a wide variety of transactions. He has extensive experience executing property acquisitions and dispositions, entity-level combinations, as well as capital markets assignments. Most recently, Mr. Hagan served as Managing Director for RBC Capital Markets, LLC, where he covered real estate companies, including Realty Income. Prior to his tenure at RBC, he served as Managing Director of real estate investment banking at Deutsche Bank Securities Inc. and Director of real estate investment banking at Merrill Lynch & Co. Mr. Hagan holds a BA from Duke University, and a JD and MBA from New York University.

“We are pleased to have Mark join our team,” said John P. Case, Chief Executive Officer. “I have known and worked with Mark for 20 years in various capacities and am impressed by his extensive real estate knowledge, effective leadership, and proven ability to execute transactions. Mark brings considerable depth and breadth to our executive team and I am confident that he will serve our shareholders well.”

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 over 5,100 real estate properties owned under long-term lease agreements with regional and national commercial tenants. To date, the company has declared 574 consecutive common stock monthly dividends throughout its 49-year operating history and increased the dividend 96 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company 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