NNN REIT (NYSE: NNN) shareholders back directors, pay and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

NNN REIT, Inc. held its 2026 annual stockholder meeting on May 12, 2026. Stockholders elected seven directors to serve until the next annual meeting, with each nominee receiving over 153 million votes in favor and sizable broker non-votes recorded.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 151,646,947 votes for, 5,056,586 against, and 405,960 abstentions. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 169,884,257 votes for, 2,202,123 against, and 263,631 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for executive compensation: 151,646,947 votes Votes against executive compensation: 5,056,586 votes Votes for auditor ratification: 169,884,257 votes +3 more

6 metrics

Votes for executive compensation 151,646,947 votes Advisory vote on named executive officer pay at 2026 annual meeting

Votes against executive compensation 5,056,586 votes Advisory vote on named executive officer pay at 2026 annual meeting

Votes for auditor ratification 169,884,257 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Votes against auditor ratification 2,202,123 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Broker non-votes on pay proposal 15,240,518 votes Advisory vote on executive compensation at 2026 annual meeting

Votes for director Pamela K. M. Beall 154,807,117 votes Election of directors at 2026 annual meeting

Key Terms

broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, ratification of the appointment

4 terms

broker non-votes financial

"There were no broker non-votes with respect to Proposal 3."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"An Advisory Vote on Executive Compensation The Company’s stockholders approved, on an advisory basis, the compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"the ratification of the selection of the Company’s independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

ratification of the appointment financial

"Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm"

Understanding 8-K Material Events →

05/12/2026 - 04:24 PM

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 (Date of earliest event reported): May 12, 2026

NNN REIT, INC.

(exact name of registrant as specified in its charter)

     Maryland

     001-11290

     56-1431377

     (State or other jurisdiction of
incorporation or organization)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

(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 exchange on which registered
Common Stock, $0.01 par value	NNN	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 12, 2026, NNN REIT, Inc. (the "Company") held its 2026 annual meeting of the stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of seven directors, (b) an advisory vote on executive compensation, and (c) the ratification of the selection of the Company’s independent registered public accounting firm for 2026. The results of such votes are set forth herein.

Proposal 1: Election of Directors

The seven nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The tabulation of votes was as follows:


Nominee	For	Against	Abstain	Broker Non-Votes
Pamela K. M. Beall	154,807,117	2,146,844	155,532	15,240,518
David M. Fick	153,485,821	3,470,236	153,436	15,240,518
Edward J. Fritsch	153,997,608	2,964,506	147,379	15,240,518
Elizabeth C. Gulacsy	155,583,125	1,352,666	173,702	15,240,518
Betsy D. Holden	153,648,879	3,314,363	146,251	15,240,518
Stephen A. Horn, Jr.	155,369,506	1,594,572	145,415	15,240,518
Kamau O. Witherspoon	155,344,706	1,581,794	182,993	15,240,518

Proposal 2: An Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth below:


For	Against	Abstain	Broker Non-Votes
151,646,947	5,056,586	405,960	15,240,518

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified as set forth below:


For	Against	Abstain
169,884,257	2,202,123	263,631

There were no broker non-votes with respect to Proposal 3.

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.



	NNN REIT, Inc.

Dated: May 12, 2026	By:	/s/ Vincent H. Chao
		Vincent H. Chao
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NNN (NNN REIT, Inc.) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three key items: electing seven directors, an advisory vote on executive compensation, and ratifying Ernst & Young LLP as independent auditor for 2026. All three proposals received sufficient support for approval at the meeting.

Were all director nominees elected at NNN REIT, Inc.’s 2026 annual meeting?

Yes. All seven director nominees were elected to serve until the next annual meeting or until successors are elected and qualified. Each nominee received more than 153 million votes for, with relatively low votes against and some broker non-votes recorded.

How did NNN stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on an advisory basis, with 151,646,947 votes for, 5,056,586 against, and 405,960 abstentions. There were 15,240,518 broker non-votes, but the proposal still received clear majority support.

Did NNN REIT, Inc. ratify its independent auditor for fiscal 2026?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 169,884,257 votes for, 2,202,123 against, and 263,631 abstentions recorded and no broker non-votes.

What are broker non-votes in the NNN 2026 annual meeting results?

Broker non-votes occur when brokers do not have authority to vote uninstructed shares on certain proposals. At NNN’s 2026 meeting, broker non-votes totaled 15,240,518 for the director elections and advisory pay vote, but none appeared on the auditor ratification proposal.

Filing Exhibits & Attachments

1 document