o-20260521
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: May 21, 2026
(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(s) | Name of Each Exchange On Which Registered | ||||||
| Common Stock, $0.01 Par Value | O | New York Stock Exchange | ||||||
| 1.125% Notes due 2027 | O27A | New York Stock Exchange | ||||||
| 1.875% Notes due 2027 | O27B | New York Stock Exchange | ||||||
| 5.000% Notes due 2029 | O29B | New York Stock Exchange | ||||||
| 1.625% Notes due 2030 | O30 | New York Stock Exchange | ||||||
| 4.875% Notes due 2030 | O30B | New York Stock Exchange | ||||||
| 5.750% Notes due 2031 | O31A | New York Stock Exchange | ||||||
| 3.375% Notes due 2031 | O31B | New York Stock Exchange | ||||||
| 1.750% Notes due 2033 | O33A | New York Stock Exchange | ||||||
| 5.125% Notes due 2034 | O34 | New York Stock Exchange | ||||||
| 3.875% Notes due 2035 | O35B | New York Stock Exchange | ||||||
| 6.000% Notes due 2039 | O39 | New York Stock Exchange | ||||||
| 5.250% Notes due 2041 | O41 | 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, the Company held its Annual Meeting and, as of the close of business on March 2, 2026, the record date for the Annual Meeting, there were 932,450,634 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.
The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.
Proposal 1: Election of eleven directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
All eleven director nominees listed in the Company's Proxy Statement and set forth below were elected by the Company's stockholders to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||||
| Priscilla Almodovar | 642,029,416 | 7,715,184 | 799,884 | 140,705,160 | ||||||||||
| A. Larry Chapman | 631,730,806 | 17,954,386 | 859,292 | 140,705,160 | ||||||||||
| Reginald H. Gilyard | 621,353,603 | 28,325,273 | 865,608 | 140,705,160 | ||||||||||
| Mary Hogan Preusse | 636,160,550 | 13,523,854 | 860,080 | 140,705,160 | ||||||||||
| Kim Hourihan | 648,227,928 | 1,444,963 | 871,593 | 140,705,160 | ||||||||||
| Priya Cherian Huskins | 603,342,713 | 46,309,310 | 892,461 | 140,705,160 | ||||||||||
| Jeff Jacobson | 647,136,464 | 2,543,893 | 864,127 | 140,705,160 | ||||||||||
| Gerardo I. Lopez | 645,690,984 | 3,936,027 | 917,473 | 140,705,160 | ||||||||||
| Michael D. McKee | 623,771,331 | 25,849,286 | 923,867 | 140,705,160 | ||||||||||
| Gregory T. McLaughlin | 628,667,908 | 20,937,379 | 939,197 | 140,705,160 | ||||||||||
Sumit Roy | 644,870,647 | 4,806,442 | 867,395 | 140,705,160 | ||||||||||
Proposal 2: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 as follows:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||
| 722,083,545 | 67,809,190 | 1,356,909 | — | ||||||||
Proposal 3: A non-binding advisory proposal to approve the compensation of the Company’s named executive officers as described in the Proxy Statement.
The Company's stockholders approved on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement as follows:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||
| 596,608,216 | 51,050,410 | 2,885,858 | 140,705,160 | ||||||||
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: May 22, 2026 | REALTY INCOME CORPORATION | |||||||
| By: | /s/ BIANCA MARTINEZ | |||||||
| Bianca Martinez | ||||||||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||||||||