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 (Date of earliest event reported): December 8, 2008

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-11290	56-1431377
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

450 South Orange Avenue
Suite 900
Orlando, Florida	32801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Not applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 December 8, 2008, Clifford R. Hinkle, the Lead Director of the Board of Directors (the “Board”) of National Retail Properties, Inc. (the “Company”), tendered a letter of resignation from the Board. At a duly called meeting of the Board on December 8, 2008, the Board unanimously agreed to accept Mr. Hinkle’s resignation and appointed, pursuant to the recommendation of the Governance and Nominating Committee, Don DeFosset to the Board of the Company, effective immediately. Mr. DeFosset currently serves on the boards of directors for Regions Financial Corporation, EnPro Industries, Inc. and Terex Corporation. Mr. DeFosset retired in September 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset is a graduate of Purdue University, where he earned a Bachelor’s degree in Industrial Engineering. He received his MBA from Harvard Business School in 1974. Mr. DeFosset will stand for election at the 2009 annual meeting of the Company’s shareholders.

          Also on December 8, 2008, the Board appointed Ted B. Lanier as the new Lead Director of the Board, effective immediately, pursuant to the recommendation of the Governance and Nominating Committee.

Item 7.01. Regulation FD Disclosure.

          On December 9, 2008, the Company issued a press release announcing the Board changes described above in Item 5.02. The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

99.1 Press Release, dated December 9, 2008

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.

NATIONAL RETAIL PROPERTIES, INC.
By: Name:	/s/ Kevin B. Habicht Kevin B. Habicht
Title:	Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer

Dated: December 9, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, December 9, 2008

EX-99.1

Exhibit 99.1

NEWS RELEASE
For information contact:
Kevin B. Habicht
Chief Financial Officer
(407) 265-7348

FOR IMMEDIATE RELEASE

DEFOSSET APPOINTED TO BOARD OF DIRECTORS
OF NATIONAL RETAIL PROPERTIES, INC.
— LEAD DIRECTOR HINKLE RETIRES —
— LANIER BECOMES LEAD DIRECTOR —

Orlando, Florida, December 9, 2008 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced that Don DeFosset has been appointed to the Board of Directors. The company also announced the retirement of lead director Clifford R. Hinkle and that Ted B. Lanier will assume the role of lead director. Mr. Hinkle served on the board since 1993.

“Cliff Hinkle has played an integral role in the history of NNN providing guidance and leadership as we grew from $23 million in assets in 1993 to more than $2.6 billion in assets today,” said Craig Macnab, Chairman and Chief Executive Officer. “He imparted timely direction and wisdom and brought a broad investment perspective. We sincerely thank him for his support and service to the company and wish him well.”

Mr. Macnab continued: “Ted Lanier has been a director since 1988 and has provided a steady hand helping oversee the company’s growth. As lead director he will continue playing a crucial role in the further development of NNN’s value to shareholders.”

450 S. Orange Ave., Suite 900 | Orlando, FL 32801
(800) NNN-REIT | www.nnnreit.com

Mr. Macnab added: “We’re pleased to be adding a director of the caliber of Don DeFosset. He brings a wealth of diverse business experience and will be a valuable addition for our shareholders.”

Mr. DeFosset is the former Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company involved in water infrastructure, flow control, water transmission products, metallurgical coal and natural gas, and homebuilding. He is a director of Regions Financial Corporation, Terex Corporation and EnPro Industries.

NNN acquires, owns, invests in, manages and develops properties that are leased primarily to retail tenants under long-term net leases. As of September 30, 2008, NNN owned 990 Investment Properties in 44 states with an aggregate leasable area of 11 million square feet. For more information on the company, visit www.nnnreit.com.

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