EX-99.5 5 d416496dex995.htm FORM OF PROXY OF AMERICAN REALTY CAPITAL TRUST, INC. Form of Proxy of American Realty Capital Trust, Inc.

Exhibit 99.5

 

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AMERICAN REALTY CAPITAL TRUST,INC. 405 PARK AVE, 14TH FLOOR NEW YORK, NY 10022 Investor Address Line 1 1 Investor Address Line 2 Investor Address Line 3 1 1 OF Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET 2 ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL # 000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 PAGE 1 OF 2 x TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 0000000000 0 2 The Board of Directors recommends you vote “FOR” proposals 1, 2 and 3. For Against Abstain 1. To approve the merger of the Company with and into Tau Acquisition LLC (“Merger Sub”) pursuant to the merger agreement, dated 0 0 0 September 6, 2012, among Realty Income Corporation, Merger Sub and the Company and the other transactions contemplated by the merger agreement. 2. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named 0 0 0 executive officers in connection with the merger. 3. To adjourn the special meeting, if necessary and appropriate, to another time and place, to solicit additional proxies in 0 0 0 favor of Proposal 1. 0000151873_1 R1.0.0.11699 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. JOB # Signature [PLEASE SIGN WITHIN BOX] Date Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 SHARES CUSIP # SEQUENCE # Signature (Joint Owners) Date


 

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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice & Proxy Statement is/are available at www.proxyvote.com . AMERICAN REALTY CAPITAL TRUST, INC. Special Meeting of Stockholders December 13, 2012 9:00 AM This proxy is solicited by the Board of Directors The proxies undersigning with power hereby of substitution appoints for Susan the E. undersigned Manning and to attend Brian D. the Jones, Special and Meeting each of of them, Stockholders to act as of attorneys-in-fact American Realty and (local Capital time) Trust, on Inc. Thursday, (the “Company”) December to 13, be 2012, held at and The any Core adjournments Club, 66 East or postponements 55th Street, New thereof, York, NY to cast 10022, on at behalf 9:00 of a. the m. undersigned undersigned all at the votes Special that the Meeting undersigned with all is powers entitled possessed to cast at by the the Special undersigned Meeting if personally and otherwise present to represent at the Special the Meeting Meeting. ofThe Stockholders undersigned and acknowledges a Proxy Statement, receipt the from terms the Company of which are prior incorporated to the execution herein of by the reference, proxy a Notice and revokes of Special any proxy heretofore given with respect to the Special Meeting. EXECUTED THE VOTES BUT ENTITLED NO INSTRUCTION TO BE CAST IS BY GIVEN, THE UNDERSIGNED THE VOTES ENTITLED WILL BE CAST TO BE AS CAST INSTRUCTED BY THE UNDERSIGNED HEREIN. IF THIS WILL PROXY BE CAST IS “FOR” discretion PROPOSAL of the proxy 1, PROPOSAL holder on 2 any AND other PROPOSAL matter, 3. including The votes a motion entitled to to adjourn be cast or by postpone the undersigned the Special will Meeting be cast to in the another Meeting time or any and/or adjournment place for or the postponement purpose of soliciting thereof. additional At the present proxies time, that the may Board properly of Directors come before knows the of Special no other business to be presented at the Special Meeting. Continued and to be signed on reverse side 0000151873_2 R1.0.0.11699