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:
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Voted For
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Voted Against
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Abstentions
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Broker
Non-Votes
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Kathleen R. Allen, Ph.D.
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198,433,769
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4,249,040
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540,016
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73,725,593
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A. Larry Chapman
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201,960,081
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679,264
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583,480
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73,725,593
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Reginald H. Gilyard
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201,771,115
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861,648
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590,062
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73,725,593
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Priya Cherian Huskins
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200,189,368
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2,477,969
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555,488
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73,725,593
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Gerardo I. Lopez
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201,500,537
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1,143,223
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579,065
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73,725,593
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Michael D. McKee
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196,918,567
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5,724,845
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579,413
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73,725,593
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Gregory T. McLaughlin
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199,970,813
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2,668,141
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583,871
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73,725,593
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Ronald L. Merriman
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197,773,504
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4,857,467
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591,854
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73,725,593
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Sumit Roy
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200,929,861
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1,701,278
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586,549
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73,725,593
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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