REALTY INCOME CORP (Form: 8-K, Received: 06/21/2012 13:41:16)

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 : June 21, 2012

(Date of Earliest Event Reported)

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-13374	33-0580106
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

600 La Terraza Boulevard, Escondido, California 92025-3873

(Address of principal executive offices)

(760) 741-2111

(Registrant’s telephone number, including area code)

N/A

(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:

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

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 21, 2012, following approval by the stockholders of Realty Income Corporation (the "Company"), the Company filed an amendment to the Company’s Articles of Incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s common stock to 370,100,000 and the number of authorized shares of the Company’s preferred stock to 69,900,000 (the “Charter Amendment”). On June 21, 2012, the Charter Amendment took effect. 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

On June 21, 2012, the Company reconvened its 2012 annual meeting of stockholders, which was adjourned to permit additional time to solicit stockholder votes on Proposal 4, a proposal to approve the Charter Amendment. Proposal 4 was approved, with 69,729,464 shares voted for, 11,092,926 shares voted against and 1,197,086 shares representing abstentions. No broker non-votes resulted from the vote on this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1			Articles of Amendment, dated June 21, 2012.

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.

Dated: June 21, 2012	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No. Description

3.1

Articles of Amendment, dated June 21, 2012.

Exhibit 3.1

ARTICLES OF AMENDMENT

REALTY INCOME CORPORATION

A MARYLAND CORPORATION

Realty Income Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : The charter of the Corporation is hereby amended by deleting Section 6.1 of Article VI in its entirety and inserting the following in lieu thereof:

“Section 6.1 Authorized Shares. The Corporation has the authority to issue 440,000,000 shares of stock, consisting of 370,100,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 69,900,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of all classes of stock is $4,400,000.”

SECOND : The amendment to the charter of the Corporation as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

THIRD : Immediately prior to the above amendment, the Corporation had authority to issue 220,000,000 shares of stock, consisting of 185,050,000 shares of Common Stock and 34,950,000 shares of Preferred Stock. The aggregate par value of all authorized shares of all classes of stock having par value was $2,200,000.

FOURTH : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 440,000,000, consisting of 370,100,000 shares of Common Stock and 69,900,000 shares of Preferred Stock. The aggregate par value of all authorized shares of all classes of stock having par value is $4,400,000.

FIFTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law is not changed by the foregoing amendment of the charter.

SIXTH : The undersigned Vice Chairman and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Vice Chairman and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice Chairman and Chief Executive Officer and attested to by its Secretary on this 21 st day of June, 2012.

ATTEST: REALTY INCOME CORPORATION

By: /s/ MICHAEL R. PFEIFFER By: /s/ THOMAS A. LEWIS

Michael R. Pfeiffer Thomas A. Lewis

Executive Vice President, Vice Chairman and Chief Executive Officer

General Counsel and Secretary