Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 12, 2021, Realty Income Corporation (the "Company") held a special
meeting of stockholders (the "Special Meeting") to consider certain proposals
related to the Agreement and Plan of Merger (the "Merger Agreement"), dated
April 29, 2021, as amended, by and among the Company, Rams MD Subsidiary I, Inc.
("Merger Sub 1"), Rams Acquisition Sub II, LLC ("Merger Sub 2"), VEREIT, Inc.
("VEREIT") and VEREIT Operating Partnership, L.P. ("VEREIT OP"), pursuant to
which, upon the terms and subject to the conditions set forth in the Merger
Agreement, pursuant to which, among other things, (i) Merger Sub 2 will merge
with and into VEREIT OP, with VEREIT OP continuing as the surviving entity, and
(ii) immediately thereafter, VEREIT will merge with and into Merger Sub 1, with
Merger Sub 1 continuing as the surviving corporation as a wholly owned
subsidiary of Realty Income.
As of July 8, 2021, the record date for the Special Meeting, there were
outstanding 389,378,575 shares of Realty Income common stock, par value $0.01
per share ("Realty Income common stock"). Two proposals were voted upon by the
stockholders of Realty Income at the Special Meeting. The voting results of
those matters were as follows:
Proposal 1: The Realty Income Issuance Proposal
Proposal 1 considered at the Special Meeting was a proposal to approve the
issuance of Realty Income common stock in connection with the transactions
contemplated by the Merger Agreement (the "Realty Income Issuance Proposal").
The Realty Income Issuance Proposal was approved, with the following vote
counts:
              Votes For        Votes Against       Abstentions        Broker Non-Votes
             257,096,895         1,437,249          1,440,720                -

Proposal 2: The Adjournment Proposal Proposal 2 considered at the Special Meeting was a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Realty Income Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Realty Income Issuance Proposal (the "Adjournment Proposal"). The Adjournment Proposal was approved, with the following vote counts:


              Votes For        Votes Against       Abstentions        Broker Non-Votes
             225,178,868        33,297,789          1,498,207                -


Item 7.01 Regulation FD Disclosure.
On August 12, 2021, the Company and VEREIT issued a joint press release
announcing the results of their respective special meetings of stockholders
related to the transactions contemplated by the Merger Agreement. A copy of the
press release is furnished as Exhibit 99.1 hereto and incorporated by reference
in this Item 7.01.
The foregoing information in this Item 7.01., including the information
contained in the press release in Exhibit 99.1, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and is not incorporated by reference into any of the Company's
filings, whether made before or after the date hereof, regardless of any general
incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d)      Exhibits.
Exhibit No                                                Description
99.1                         Press release dated August 12, 2021
104                        Cover Page Interactive Data File (formatted as inline XBRL and contained
                           in Exhibit 101)

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