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:  May 14 , 2019
(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.)
 
11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices) 
(858) 284-5000
(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)) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value
O
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o


Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 15, 2019, following approval by the stockholders of Realty Income Corporation (the “Company”) on May 14, 2019 at the Company’s 2019 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 740,200,000 (the “Charter Amendment”).  On May 15, 2019, 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 14, 2019, the Company held the Annual Meeting. As of the close of business on March 14, 2019, the record date for the Annual Meeting, there were 303,800,262 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 2020 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:
 
 Voted For
Voted Against
Abstentions
Broker
Non-Votes
Kathleen R. Allen, Ph.D.
198,433,769
4,249,040
540,016
73,725,593
A. Larry Chapman
201,960,081
679,264
583,480
73,725,593
Reginald H. Gilyard
201,771,115
861,648
590,062
73,725,593
Priya Cherian Huskins
200,189,368
2,477,969
555,488
73,725,593
Gerardo I. Lopez
201,500,537
1,143,223
579,065
73,725,593
Michael D. McKee
196,918,567
5,724,845
579,413
73,725,593
Gregory T. McLaughlin
199,970,813
2,668,141
583,871
73,725,593
Ronald L. Merriman
197,773,504
4,857,467
591,854
73,725,593
Sumit Roy
200,929,861
1,701,278
586,549
73,725,593
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, 2019.  This proposal was approved, with 270,390,994 shares voted for, 5,583,573 shares voted against, and 973,851 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 191,264,154 shares voted for, 10,511,778 shares voted against, 1,446,893 shares representing abstentions and 73,725,593 shares representing broker non-votes.
Proposal 4 considered at the Annual Meeting was the approval of an amendment to the Company’s Charter to increase the number of authorized shares of common stock from 370,100,000 to 740,200,000. This proposal was approved, with 260,719,998 shares voted for, 14,128,852 shares voted against, 2,099,568 shares representing abstentions. No broker non-votes resulted from the vote on this proposal.
Proposal 5 considered at the Annual Meeting was the ratification, on an advisory basis, of the amendment to the Company’s Bylaws to permit stockholders to propose binding amendments to the Company’s Bylaws. This proposal was approved, with 130,203,213 shares voted for, 71,910,636 shares voted against, 1,108,976 shares representing abstentions and 73,730,730 shares representing broker non-votes.
(c) Not applicable
(d) Not applicable



Item 9.01      Financial Statements and Exhibits
(d) Exhibits    
3.1 Articles of Amendment, dated May 14, 2019, of Realty Income Corporation.



INDEX TO EXHIBITS
Exhibit No.
 
Description
 
 
 
3.1

 


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: May 15, 2019
REALTY INCOME CORPORATION
 
 
 
By:
/s/ MICHAEL R. PFEIFFER
 
 
Michael R. Pfeiffer
 
 
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary




Exhibit 3.1

ARTICLES OF AMENDMENT
OF
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 810,100,000 shares of stock, consisting of 740,200,000 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 $8,101,000.”
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 440,000,000 shares of stock, 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 was $4,400,000.
FOURTH : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 810,100,000, consisting of 740,200,000 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 $8,101,000.
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 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 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.





IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Executive Vice President, Chief Administrative Officer, General Counsel and Secretary on this 14 th day of May, 2019.
 
ATTEST:
 
REALTY INCOME CORPORATION
 
 
 
By:
 /s/ Michael R. Pfeiffer
 
By:
 /s/ Sumit Roy
 
Michael R. Pfeiffer
 
 
Sumit Roy
 
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
 
 
President and Chief Executive Officer