Amended Current Report Filing (8-k/a)
August 18 2017 - 3:57PM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of report
:
May 16,
2017
(Date of Earliest Event Reported)
REALTY
INCOME CORPORATION
(Exact name of registrant as
specified in its charter)
Maryland
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1-13374
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33-0580106
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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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))
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
Explanatory
Note
This
Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment
to the Current Report on Form 8-K filed by Realty Income Corporation (the
“Company”) on May 18, 2017 (the “Original 8-K”). The Original 8-K was filed
with the Securities and Exchange Commission (the “SEC”) to report the results
of the matters submitted to a vote by the Company’s stockholders at the
Company’s 2017 annual meeting of stockholders held on May 16, 2017 (the “Annual
Meeting”). The sole purpose of this Amendment is to disclose, in accordance
with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the
Company will conduct future stockholder advisory votes regarding named
executive officer compensation. Except as set forth herein, no other
modifications have been made to the Original 8-K.
Item 5.07 Submission
of Matters to a Vote of Security Holders
(d) At the Annual Meeting, the
Company’s stockholders voted on, among other matters, an advisory proposal
concerning the frequency of future advisory votes on named executive officer
compensation. As reported in the Original 8-K, the Company’s stockholders
approved, on an advisory basis, “one year” as the frequency for holding an
advisory vote on the compensation of the Company’s named executive officers.
Consistent with the recommendation of the Board of Directors of the Company as
set forth in the Company’s proxy statement filed with the SEC on April 3, 2017
and the vote of the Company’s stockholders on this proposal at the Annual
Meeting, the Company intends to hold the advisory vote on the compensation of
the Company’s named executive officers every year. The Company intends to
continue holding such votes annually until the next required vote on the
frequency of the advisory vote on the compensation of the Company’s named
executive officers.
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: August 18, 2017
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REALTY INCOME CORPORATION
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By:
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/s/ MICHAEL R. PFEIFFER
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Michael R. Pfeiffer
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Executive Vice President, General Counsel and Secretary
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