Realty Income Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven director nominees named in the proxy to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   A non‑binding, advisory 'say‑on‑pay' vote to approve the compensation paid to the named executive officers, as described in the Compensation Discussion and Analysis and executive compensation tables.

   More detail

   This advisory 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Realty Income’s named executive officers as described in the Compensation Discussion and Analysis and related compensation tables. Management seeks shareholder approval to validate its compensation design, which emphasizes pay-for-performance through a mix of short-term cash incentives (STIP) and long-term performance shares and time‑vesting restricted stock (LTIP), with approximately 75% of LTIP in performance shares. The STIP and LTIP metrics are explicitly tied to operational and balance‑sheet measures (AFFO per share, fixed charge coverage ratio, portfolio occupancy) and multi-year relative performance and financial goals (TSR ranking vs. MSCI US REIT Index, net debt-to‑Pro Forma Adjusted EBITDAre, and dividend growth), reflecting a balanced approach between short‑term execution and long‑term value creation. The program features capped maximum payouts and substantial at‑risk compensation (a majority of NEO pay is performance‑based), intended to align executive incentives with shareholder interests and prudent capital management. The proposal is advisory and non‑binding, but the Board and Compensation and Talent Committee commit to considering the vote outcome when setting future compensation. Contextually, the Company reported strong 2025 operating results (record AFFO per share, dividend growth, robust liquidity and investment activity) and received strong prior say‑on‑pay support (93% in 2025), which management cites as evidence that the program is effective. Investors evaluating the proposal should weigh the rigor and transparency of the performance metrics and the demonstrated link between pay outcomes and realized operational results, while recognizing the advisory nature means the Board retains discretion. The Board recommends a 'FOR' vote on the basis that the compensation program is designed to attract and retain talent, drive long‑term shareholder returns, and preserve disciplined capital allocation practices.

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When is the Realty Income Corp 2026 annual meeting?

Realty Income Corp (O) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Realty Income Corp 2026 meeting?

The record date for the Realty Income Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Realty Income Corp's 2026 meeting?

The board is presenting 11 director nominees at the Realty Income Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Realty Income Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Realty Income Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.