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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 17, 2022
(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)) 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which Registered
Common Stock, $0.01 Par ValueONew York Stock Exchange
1.125% Notes due 2027O27ANew York Stock Exchange
1.875% Notes due 2027O27BNew York Stock Exchange
1.625% Notes due 2030O30New York Stock Exchange
1.750% Notes due 2033O33ANew York Stock Exchange
2.500% Notes due 2042O42New York Stock Exchange
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☐
  
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.☐


Item 5.03    Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On May 17, 2022, following approval by the stockholders of Realty Income Corporation (the “Company”) at the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”), the Company filed Articles of Amendment, which amended the Company’s charter, to increase the number of authorized shares of the Company’s common stock to 1,300,000,000 (the “Charter Amendment”). On May 17, 2022, the Charter Amendment took effect upon its filing with, and acceptance for record by, the State Department of Assessments and Taxation of Maryland. The Charter Amendment is attached as Exhibit 3.1 and incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders.
(a) On May 17, 2022, the Company held the Annual Meeting. As of the close of business on March 11, 2022, the record date for the Annual Meeting, there were 597,901,034 shares of common stock 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, as amended.
(b) The results of the matters voted upon at the Annual Meeting were as follows:
Proposal 1 considered at the Annual Meeting was the election of 11 director nominees, with each to serve until the 2023 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 share vote:
 Voted ForVoted AgainstAbstentionsBroker
Non-Votes
Priscilla Almodovar 428,067,8902,360,1221,243,44879,169,607
Jacqueline Brady427,010,5433,455,7801,205,13779,169,607
A. Larry Chapman424,875,0205,525,7781,270,66279,169,607
Reginald H. Gilyard385,239,60045,140,1061,291,75479,169,607
Mary Hogan Preusse 379,322,04851,121,5671,227,84579,169,607
Priya Cherian Huskins412,932,40517,501,8271,237,22879,169,607
Gerardo I. Lopez385,642,79744,737,1431,291,52079,169,607
Michael D. McKee380,380,21750,019,5911,271,65279,169,607
Gregory T. McLaughlin414,674,81215,692,1401,304,50879,169,607
Ronald L. Merriman406,830,33423,560,9111,280,21579,169,607
Sumit Roy
426,628,5973,756,5181,286,34579,169,607
Proposal 2 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 ending December 31, 2022.  This proposal was approved, with 492,298,257 shares voted for, 17,773,498 shares voted against, and 769,312 shares representing abstentions. No broker non-votes resulted from the vote on this proposal.
Proposal 3 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 398,168,258 shares voted for, 31,843,644 shares voted against, 1,659,558 shares representing abstentions and 79,169,607 shares representing broker non-votes.
Proposal 4 considered at the Annual Meeting was the amendment of the charter to increase the number of authorized shares of common stock. This proposal was approved, with 482,222,039 shares voted for, 26,489,814 shares voted against, and 2,129,214 shares representing abstentions. No broker non-votes resulted from the vote on this proposal.
(c) Not applicable
(d) Not applicable





Item 9.01         Financial Statements and Exhibits 
(d)  Exhibits 
3.1   Articles of Amendment, dated May 17, 2022, of Realty Income Corporation.
104 The Form 8-K cover page, formatted in Inline Extensible Business Reporting Language and included as Exhibit 101




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 19, 2022REALTY INCOME CORPORATION
  
 By:/s/ MICHELLE BUSHORE
  Michelle Bushore
  Executive Vice President, Chief Legal Officer, General Counsel and Secretary