Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 9, 2018,
Realty Income Corporation’s (the “Company’s”) Board of Directors (the “Board”)
elected Reginald H. Gilyard and Gerardo I. Lopez to the Board. The Company’s
Board has affirmatively determined that Messrs. Gilyard and Lopez are
“independent” after applying the Company’s categorical standards contained in
its Corporate Governance Guidelines. This brings the number of independent directors
of the Company to nine persons and the total number of Board members to ten
persons.
Pursuant to the
terms of the Company’s 2012 Incentive Award Plan, as amended, upon election to
the Board, Messrs. Gilyard and Lopez 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 Messrs. Gilyard, Lopez, or any other
person and the Company or any of its subsidiaries pursuant to which Messrs.
Gilyard and Lopez were selected to serve as directors of the Company. There
are no family relationships between Mr. Gilyard or Mr. Lopez 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 Mr. Gilyard,
Mr. Lopez, or any of their immediate family members and the Company or any of
its subsidiaries.
Mr. Gilyard is
a Senior Advisor and also served as Partner and Managing Director at The Boston
Consulting Group, Inc. (BCG). Prior to BCG, Mr. Gilyard served as Dean of the
Argyros School of Business and Economics at Chapman University. Mr. Gilyard is
a director of First American Financial Corporation (NYSE: FAF). Mr. Gilyard
holds a B.S. from the United States Air Force Academy, an M.S. from the United
States Air Force Institute of Technology, and an M.B.A. from Harvard Business
School.
Mr. Lopez is a
partner of High Bluff Capital Partners, and is the Executive Chairman of
Quiznos, Inc., which is privately owned by High Bluff Capital Partners. Mr.
Lopez previously served as President and Chief Executive Officer of Extended
Stay America, Inc. (NYSE: STAY), and President and Chief Executive Officer of
AMC Entertainment Holdings, Inc. (NYSE: AMC). Prior to AMC, he served as
President, Global Consumer Products Group at Starbucks Corporation (NASDAQ:
SBUX). Mr. Lopez is a director of CBRE Group, Inc. (NYSE: CBG), Brinker
International, Inc. (NYSE: EAT), and Newell Brands (NYSE: NWL). Mr. Lopez holds
a B.A. from George Washington University and an M.B.A. from Harvard Business
School.