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:



                                                                                Broker
                                Voted For     Voted Against    Abstentions    Non-Votes
     Priscilla Almodovar      428,067,890       2,360,122       1,243,448     79,169,607
     Jacqueline Brady         427,010,543       3,455,780       1,205,137     79,169,607
     A. Larry Chapman         424,875,020       5,525,778       1,270,662     79,169,607
     Reginald H. Gilyard      385,239,600      45,140,106       1,291,754     79,169,607
     Mary Hogan Preusse       379,322,048      51,121,567       1,227,845     79,169,607
     Priya Cherian Huskins    412,932,405      17,501,827       1,237,228     79,169,607
     Gerardo I. Lopez         385,642,797      44,737,143       1,291,520     79,169,607
     Michael D. McKee         380,380,217      50,019,591       1,271,652     79,169,607
     Gregory T. McLaughlin    414,674,812      15,692,140       1,304,508     79,169,607
     Ronald L. Merriman       406,830,334      23,560,911       1,280,215     79,169,607
     Sumit Roy                426,628,597       3,756,518       1,286,345     79,169,607

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

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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

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