Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2021, following the 2021 annual meeting of stockholders (the "Annual
Meeting") of Realty Income Corporation (the "Company"), the Company's Board of
Directors (the "Board") appointed Jacqueline Brady to the Board. The Board has
affirmatively determined that Ms. Brady is "independent" after applying the
Company's categorical standards contained in the Company's Corporate Governance
Guidelines. Following Ms. Brady's appointment, the total number of Board members
is ten directors, of whom nine are independent.
Pursuant to the terms of the Realty Income Corporation 2021 Incentive Award Plan
(the "2021 Incentive Award Plan"), upon appointment to the Board, Ms. Brady
automatically received a grant of 4,000 shares of our common stock, which will
vest evenly over three years.
There are no understandings or arrangements between Ms. Brady or any other
person and the Company or any of its subsidiaries pursuant to which Ms. Brady
was selected to serve as a director of the Company. There are no family
relationships between Ms. Brady and any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer,
and there are no transactions between Ms. Brady or any of her immediate family
members and the Company or any of its subsidiaries.
Ms. Brady is a Managing Director at PGIM Real Estate and a member of the PGIM
Real Estate U.S. Business Development group (July 2017-present). Ms. Brady has
more than two decades of experience in the real estate capital markets industry,
including service as a Managing Director at CenterSquare Investment Management
(2015-2017), Managing Partner at Canopy Investment Advisors (2011-2017) and
acting as Managing Director at BNY Mellon/Urdang (2009-2011). Prior to BNY
Mellon/Urdang, Ms. Brady was an Executive Vice President of Capmark Investments
(2002-2009). Ms. Brady currently Chairs the Pension Real Estate Association
Publications Committee. Additionally, Ms. Brady has served on the Investment
Committee of the Board of Managers of Haverford College since 2009, and
previously served as a Director of Philabundance, a charitable organization,
from 2010 until 2018. Ms. Brady holds a master's degree in International
Relations and International Economics from the Johns Hopkins University and a
bachelor of arts in Political Science from Haverford College.

Item 5.07 Submission of Matters to a Vote of Security Holders (a) On May 18, 2021, the Company held the Annual Meeting. As of the close of business on March 12, 2021, the record date for the Annual Meeting, there were 373,501,221 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 nine director nominees, with each to serve until the 2022 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
   Kathleen R. Allen, Ph.D.    241,349,768       8,518,660        537,931      62,312,468
   A. Larry Chapman            247,859,606       1,962,752        584,001      62,312,468
   Reginald H. Gilyard         239,487,484      10,330,646        588,229      62,312,468
   Priya Cherian Huskins       241,345,448       8,507,851        553,060      62,312,468
   Gerardo I. Lopez            222,980,736      26,845,246        580,377      62,312,468
   Michael D. McKee            237,182,232      12,629,874        594,253      62,312,468
   Gregory T. McLaughlin       241,356,778       8,446,310        603,271      62,312,468
   Ronald L. Merriman          237,498,258      12,299,777        608,324      62,312,468
   Sumit Roy                   247,183,547       2,632,645        590,167      62,312,468

--------------------------------------------------------------------------------



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, 2021. This proposal was
approved, with 301,964,003 shares voted for, 10,066,019 shares voted against,
and 688,805 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 236,738,790 shares voted for, 12,156,895 shares
voted against, 1,510,674 shares representing abstentions and 62,312,468 shares
representing broker non-votes.
Proposal 4 considered at the Annual Meeting was the approval of the 2021
Incentive Award Plan. This proposal was approved, with 238,607,526 shares voted
for, 10,443,869 shares voted against, 1,354,964 shares representing abstentions
and 62,312,468 shares representing broker non-votes.
(c) Not applicable
(d) Not applicable

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses