O Realty Income Corporation

 

 

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: February 12, 2024

(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
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value		OPR		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
4.875% Notes due 2030		O30A		New York Stock Exchange
5.750% Notes due 2031		O31A		New York Stock Exchange
1.750% Notes due 2033		O33A		New York Stock Exchange
5.125% Notes due 2034		O34		New York Stock Exchange
6.000% Notes due 2039		O39		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

 

Departure of Ronald L. Merriman as Director

 

On February 12, 2024, Ronald L. Merriman, a member of the Board of Directors (the “Board”) of Realty Income Corporation (the “Company”) notified the Board of his decision to retire and not stand for reelection at the Company’s 2024 annual meeting of stockholders. Mr. Merriman’s resignation was not the result of any disagreement with management, the Company or its operations, policies or practices. He intends to continue to serve on the Board and on the Company’s Audit and Nominating/Corporate Governance Committees until the expiration of his current term at the 2024 annual meeting. Mr. Merriman has served on the Company’s Board since July 2005.

 

Appointment of Jeff A. Jacobson as Director

 

On February 12, 2024, the Board appointed Jeff A. Jacobson to the Board, effective as of February 21, 2024, to serve as a director on the Board until the Company’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified. The Company’s Board has affirmatively determined that Mr. Jacobson is “independent” after applying the Company’s categorical standards contained in its Corporate Governance Guidelines and under the applicable New York Stock Exchange (“NYSE”) rules. With Mr. Jacobson’s appointment, the total number of directors on the Board will be 12, which will be reduced to 11 upon Mr. Merriman’s retirement. Mr. Jacobson is expected to serve on the Audit Committee following his appointment to the Board.

 

Pursuant to the terms of the Company’s 2021 Incentive Award Plan (the “Incentive Award Plan”), as amended, upon election to the Board, Mr. Jacobson automatically will receive a grant of 4,000 restricted shares of the Company’s common stock, which will vest as to one-third of the restricted shares on each of the first three anniversaries of the applicable grant date, subject to Mr. Jacobson’s continued service on the Board. In addition, Mr. Jacobson will be eligible to receive an annual equity award of 4,000 restricted shares of the Company’s common stock, at each annual meeting of the Company’s stockholders following his appointment to the Board, provided that he continues to serve on the Board as of the date of such meeting (each an “annual equity award”). Annual equity awards will be subject to vesting based on Mr. Jacobson’s years of service on the Board in accordance with the Incentive Award Plan. Mr. Jacobson will also receive an annual fee of $35,000 for serving on the Board.

 

There are no understandings or arrangements between Mr. Jacobson or any other person and the Company or any of its subsidiaries pursuant to which Mr. Jacobson was selected to serve as a director of the Company. There are also no transactions involving Mr. Jacobson that would warrant disclosure pursuant to Item 404 of Regulation S-K.

 

Mr. Jacobson is a retired Global Chief Executive Officer of LaSalle Investment Management (“LaSalle”), the real estate investment arm of Jones Lang LaSalle Inc. (NYSE: JLL), serving in such role from 2007 to 2021. Prior to this, he served as LaSalle’s European Chief Executive Officer from 2000 to 2006. During the period between 1986 and 1998, Mr. Jacobson served in various positions with LaSalle. From 1998 to 2000 he served in leadership positions with Security Capital Group, Inc., a real estate holding company. Mr. Jacobson has over 30 years of real estate investment experience, including that during his tenure at LaSalle he sat on three regional investment committees in North America, Europe and Asia. He has investment expertise in a variety of geographic markets, asset sectors, investment structures, and risk/return strategies. Since 2022, he has served on the board of directors of Cadillac Fairview Corporation, an owner, operator, investor and developer of office, retail, multi-family residential, industrial and mixed-use properties in North America and is wholly-owned by the Ontario Teachers’ Pension Plan. Mr. Jacobson is also a Senior Adviser to The Vistria Group, a private investment firm focused on investing in essential industries such as healthcare, financial services and housing. Mr. Jacobson holds both a Bachelor of Arts degree in economics and a Master of Arts degree from the Food Research Institute of Stanford University.

 

Item 7.01

Regulation of FD Disclosure.

 

On February 14, 2024, the Company issued a press release announcing the anticipated retirement of Mr. Merriman as a director, and the anticipated appointment of Mr. Jacobson as a director. A copy of this press release is furnished herewith as Exhibit 99.1.

 

 

Item 9.01        Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1	Press Release, dated February 14, 2024
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: February 14, 2024	REALTY INCOME CORPORATION
	By:
		/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary

 

 

 

Exhibit 99.1

 

 

REALTY INCOME ANNOUNCES APPOINTMENT OF JEFF A. JACOBSON TO BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER RONALD L. MERRIMAN

 

SAN DIEGO, CALIFORNIA, February 14, 2024….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced that Jeff A. Jacobson will be joining Realty Income’s Board of Directors (the “Board”), effective February 21, 2024. Ronald L. Merriman has also announced his intention to retire from the Board and to not stand for reelection at Realty Income’s 2024 annual meeting of stockholders.

 

“On behalf of the Board, I want to recognize Ron for his countless contributions to Realty Income, spanning nearly two decades,” said Michael D. McKee, Realty Income’s Non-Executive Chairman of the Board. “Realty Income has achieved many significant milestones since Ron joined the Board in 2005, including being added to the S&P 500 Dividend Aristocrats Index^®, expanding into Europe, and surpassing $10 billion in dividends paid. These accomplishments were supported by Ron’s leadership and guidance throughout a range of economic cycles and evolution for the company. We are deeply grateful for Ron’s dedication, his commitment to effective oversight, and his unwavering focus on building value for our stockholders.”

 

"Realty Income owes a debt of gratitude for Ron’s impact to the foundation of the company. His extensive knowledge and adaptable approach to our business’s development has added immeasurable value,” said Sumit Roy, President and Chief Executive Officer. “I am also delighted to welcome Jeff to our Board. Jeff’s experience leading premier global real estate asset management firms and his extensive relationships in the industry will be a tremendous asset as we continue our path of thoughtful growth.”

 

Jeff A. Jacobson is a retired Global Chief Executive Officer of LaSalle Investment Management, (“LaSalle”), the real estate investment arm of Jones Lang LaSalle Inc. (NYSE: JLL) serving in the role from 2007 to 2021. Prior to this, he served as LaSalle’s European Chief Executive Officer from 2000 to 2006. Previously, Mr. Jacobson served in various leadership positions with LaSalle and Security Capital Group, Inc., a real estate holding company. Mr. Jacobson has over 35 years of real estate investment experience. Specifically, during his tenure at LaSalle, he sat on three regional investment committees in North America, Europe and Asia. He has investment expertise in a variety of geographic markets, asset sectors, investment structures, and risk-return strategies. He currently serves as Chairman of the Board of Cadillac Fairview Corporation, which he joined in 2022. Cadillac Fairview is an owner, operator, investor and developer of office, retail, multi-family residential, industrial and mixed-use properties in North America and is wholly-owned by the Ontario Teachers’ Pension Plan. Mr. Jacobson is also a Senior Adviser to The Vistria Group, a private investment firm focused on investing in essential industries such as healthcare, financial services and housing. Mr. Jacobson holds both a Bachelor of Arts degree in economics and a Master of Arts degree from the Food Research Institute from Stanford University. Once Mr. Jacobson joins the Board, he is expected to serve as a member of Realty Income’s Audit Committee.

 

“I am excited to announce Jeff’s addition to our Board,” said Michael D. McKee, Realty Income’s Non-Executive Chairman of the Board. “This appointment represents Realty Income’s commitment to maintaining a Board with skills that are relevant to our growing business. Jeff’s global real estate expertise will be invaluable as Realty Income continues to expand its footprint as a real estate partner to the world’s leading companies."

 

 

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 13,250 real estate properties primarily owned under long-term net lease agreements with commercial clients. To date, the company has declared 644 consecutive common stock monthly dividends throughout its 55-year operating history and increased the dividend 123 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 our business and portfolio (including our growth strategies, our intention to acquire or dispose of properties including anticipated partners); future operations and results; plans and the intentions of management and the Board; trends in our business, including trends in the market for long-term net leases of freestanding, single-client properties. 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, our continued qualification as a real estate investment trust; general domestic and foreign business, 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; current 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; the realization of the anticipated benefits from the merger with Spirit Realty Capital, Inc.; 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.

 

Realty Income Contact:

Steve Bakke, CFA

Senior Vice President, Corporate Finance

(858) 284-5425

sbakke@realtyincome.com

 

 

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Entity Registrant Name	REALTY INCOME CORPORATION
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Entity Tax Identification Number	33-0580106
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	11995 El Camino Real
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