REALTY INCOME CORP (Form: 8-K, Received: 06/22/2023 16:06:15)

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 22, 2023

(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
1.125% Notes due 2027	O27A	New York Stock Exchange
1.875% Notes due 2027	O27B	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange
2.500% Notes due 2042	O42	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 ¨

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. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Retirement of Christie Kelly as Executive Vice President, Chief Financial Officer and Treasurer

On June 22, 2023, Christie Kelly notified Realty Income Corporation (the “Company”) that she will retire from her service to the Company as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective December 31, 2023 (the “Retirement Date”).

In connection with Ms. Kelly’s announcement, the Compensation and Talent Committee (the “Committee”) of the Board of Directors of the Company determined and approved a grant of a transition award of restricted stock to Ms. Kelly covering a number of shares of restricted stock determined by dividing $471,250 by the per share closing price of the Company’s common stock on June 22, 2023 (the “Transition Grant”), which will vest on December 31, 2023, subject to Ms. Kelly continuing to provide services to the Company as Chief Financial Officer and Treasurer through and including December 31, 2023 and, among other things, timely executing and not revoking a release agreement in a form prescribed by the Company (the “Conditions”). The Transition Grant is intended to make Ms. Kelly whole for the time-based restricted stock award she ordinarily would be eligible to receive following the completion of fiscal 2023 in respect of the 2023 performance year. The Committee also approved that, subject to Ms. Kelly satisfying the Conditions, she would be deemed to meet the retirement eligibility conditions under her prior equity award agreements, as described in the Company’s 2023 Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023, under the heading “Executive Compensation – Potential Payments Upon Termination or Change in Control.”

Appointment of Jonathan Pong as Executive Vice President, Chief Financial Officer and Treasurer

On June 22, 2023, the Company announced its appointment of Jonathan Pong as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective as of January 1, 2024 (such date, or such other date as may be determined by the Board, the “Appointment Date”), subject to Ms. Kelly’s resignation on or before the Retirement Date.

Mr. Pong joined the Company in 2014 and most recently served as Senior Vice President, Head of Corporate Finance, overseeing capital markets, derivatives, financial planning and analysis, and investor relations. Prior to joining the Company, Mr. Pong was a Vice President in Equity Research at Robert W. Baird covering the REIT sector and began his career with Deloitte & Touche LLP. Mr. Pong earned a bachelor’s degree in accounting from the University of Southern California and an MBA from Cornell University. Mr. Pong is a CFA charterholder and Certified Public Accountant.

There are no (i) family relationships between Mr. Pong and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company or (ii) related party transactions with Mr. Pong requiring disclosure pursuant to Item 404 of Regulation S-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements related to the retirement of Ms. Kelly and the appointment of Mr. Pong as the Company’s Executive Vice President, Chief Financial Offer and Treasurer, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the disclosures contained herein. These risks and uncertainties include, among others, the risks and uncertainties included in the reports and other filings by the Company with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.” The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 7.01

Regulation of FD Disclosure.

On June 22, 2023, the Company issued a press release announcing Ms. Kelly’s planned retirement and the Company’s planned appointment of Mr. Pong as Executive Vice President, Chief Financial Officer and Treasurer. A copy of this press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, 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

99.1	Press Release issued by Realty Income Corporation dated June 22, 2023

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 22, 2023	REALTY INCOME CORPORATION

	By:
		/s/ Michelle Bushore
		Michelle Bushore
		Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Exhibit 99.1

REALTY INCOME ANNOUNCES TRANSITION OF CHIEF FINANCIAL OFFICER ROLE

SAN DIEGO, CALIFORNIA, June 22, 2023…. Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, is pleased to announce the transition of its Chief Financial Officer (CFO) and Treasurer roles from Christie Kelly to Jonathan Pong, currently the company’s Head of Corporate Finance, effective January 1, 2024. The decision to appoint Mr. Pong as the new CFO comes as Ms. Kelly has decided to retire at the end of the year and follows a planned succession process. He will report to Realty Income’s President and CEO, Sumit Roy.

Mr. Pong brings a wealth of experience and a deep understanding of Realty Income’s financial operations. Since joining the company in 2014, he has played a pivotal role in the company’s growth and has consistently demonstrated his expertise in financial management and strategic planning. In his current role as Senior Vice President and Head of Corporate Finance, Mr. Pong oversees the company’s capital markets, derivatives, financial planning and analysis and investor relations functions, and has spearheaded key initiatives that have contributed to the company's financial success. His comprehensive knowledge of our business, combined with his strategic mindset and leadership skills, make him the ideal candidate to lead the finance and accounting function.

“This thoughtfully planned transition represents our commitment to harness the expertise and insights of a dedicated internal leader in a broader capacity, to bring sustainable leadership success by someone who has consistently demonstrated exceptional financial acumen and positively impacted our organization. I have worked with Jonathan for nine years, seen him evolve, and have tremendous confidence in his abilities. I’d like to thank Christie for her many contributions, including playing a key role getting us through the challenges brought on by the pandemic, and leading us through a very successful merger integration. I am grateful for Christie’s partnership and wish her continued success,” said Mr. Roy.

“Jonathan is the ideal person to lead our finance organization going forward as we continue to focus on growth and scalability,” added Michael D. McKee, Chairman of the Board of Directors. “He is a strong leader who has built a great team around him and as we move forward the team is in great hands with Jonathan. This move follows a planned succession process, and on behalf of the entire board of directors, we look forward to working with Jonathan in the years ahead. I’d also like to express our sincere appreciation to Christie for her many contributions during her tenure as CFO. We wish her the very best.”

"I am honored to have been selected as the new CFO of Realty Income," said Mr. Pong. "I look forward to continuing the strong financial stewardship that the company has established during its 54-year history. Together with our talented and committed finance and accounting team, I am confident that we will navigate the rapidly evolving market landscape and drive sustainable shareholder value for years to come."

The transition to Mr. Pong has been contemplated for some time, with a seamless handover process planned to ensure a smooth transition of responsibilities. Ms. Kelly, outgoing CFO, expressed her confidence in Mr. Pong’s ability to lead the finance team. "Jonathan has been an invaluable asset to the company, and I am confident that he will excel in his new role as CFO," said Kelly. "His extensive knowledge of our financial operations and his unwavering dedication to the company's success make him the natural choice for this position."

Prior to joining Realty Income in 2014, Mr. Pong was a Vice President in Equity Research at Robert W. Baird covering the REIT sector and began his career with Deloitte & Touche LLP. He earned a bachelor’s degree in accounting from the University of Southern California and an MBA from Cornell University. He is a CFA charterholder and Certified Public Accountant.

About Realty Income

Realty Income, The Monthly Dividend Company^®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats^® index. We invest in people and places to deliver dependable monthly dividends that increase over time. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 12,400 real estate properties primarily owned under long-term net lease agreements with commercial clients. To date, the company has declared 636 consecutive common stock monthly dividends throughout its 54-year operating history and increased the dividend 121 times since Realty Income's public listing in 1994 (NYSE: O). Additional information about the company can be obtained from the corporate website at www.realtyincome.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of future operations and results, our business and portfolio and the announcement of plans and the intentions of management including the transition of the role of CFO and Treasurer. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, the ability to satisfy the conditions to closing of the proposed transaction, and the timing thereof; the outcome of our due diligence review; our continued qualification as a REIT; general domestic and foreign business and economic or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding; continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients' defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; impairments in the value of our real estate assets; changes in domestic and foreign income tax laws and rates; our clients' solvency; property ownership through joint ventures and partnerships which may limit control of the underlying investments; the continued evolution of the COVID-19 pandemic or future epidemics or pandemics, measures taken to limit their spread, the impacts on us, our business, our clients (including those in the theater and fitness industries), and the economy generally; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; any effects of uncertainties regarding whether the anticipated benefits or results of our merger with VEREIT, Inc. will be achieved; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this press release. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Investor Contact:

Steve Bakke, CFA

Vice President, Capital Markets & Investor Relations

(858) 284-5425

sbakke@realtyincome.com