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: February 4, 2019

(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)) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	o

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2019, Stephen E. Sterrett informed the Board of Directors (the “Board”) of Realty Income Corporation (the “Company”) of his intention not to stand for re-election to the Board at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), due to increased board and other commitments. Mr. Sterrett will continue to serve on the Board until his current term expires on the date of the 2019 Annual Meeting. Mr. Sterrett has served on the Board since October 2014.

Item 7.01Regulation of FD Disclosure.

On February 4, 2019, the Company issued a press release announcing Mr. Sterrett’s intention not to stand for re-election to the Board. 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 9.01FinancialStatements and Exhibits

(d) Exhibits    

99.1 Press Release issued by the Company on February 4, 2019

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by the Company on February 4, 2019

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: February 5, 2019	REALTY INCOME CORPORATION
	By:	/s/ Michael R. Pfeiffer
		Michael R. Pfeiffer
		Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

REALTY INCOME ANNOUNCES CHANGE TO BOARD OF DIRECTORS

SAN DIEGO, CALIFORNIA, February 4, 2019….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced Stephen E. Sterrett has informed the Company of his intention to not stand for reelection to the Board of Directors at the Company’s 2019 Annual Stockholder Meeting. Mr. Sterrett has served on the Realty Income Board since October 2014 and is stepping down due to increased board and other commitments.

“I’ve enjoyed my time on the Realty Income Board,” commented Steve Sterrett. “I hold the Company and its management team in high regard, and wish them continued success.”

“On behalf of the Board of Directors, I want to thank Steve for his significant contributions to Realty Income over the past four plus years,” said Michael D. McKee, Realty Income’s Chairman of the Board of Directors. “We are deeply grateful for Steve’s leadership in the boardroom, his commitment to effective oversight and governance and his unwavering focus on building value for our shareholders.”

Sumit Roy, President and Chief Executive Officer of Realty Income, said, “Steve has played an instrumental role on our Board of Directors. As one of the most respected executives in our industry, his extensive financial expertise and knowledge of market dynamics unique to REITs, have been highly valuable to our Board and Company.”

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 5,600 real estate properties owned under long-term lease agreements with regional and national commercial tenants. To date, the company has declared 583 consecutive common stock monthly dividends throughout its 50-year operating history and increased the dividend 100 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

Senior VP, Capital Markets

(858) 284-5177