Realty Income (NYSE: O) investors approve directors, KPMG and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Realty Income Corporation reported results from its annual stockholder meeting held on May 21, 2026. As of the March 2, 2026 record date, 932,450,634 common shares were outstanding and entitled to vote. Stockholders elected all eleven director nominees to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 722,083,545 votes in favor and 67,809,190 against. In addition, a non-binding advisory proposal approving the compensation of the company’s named executive officers passed, receiving 596,608,216 votes for and 51,050,410 against.

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

Shares entitled to vote: 932,450,634 shares Auditor ratification votes for: 722,083,545 votes Auditor ratification votes against: 67,809,190 votes +4 more

7 metrics

Shares entitled to vote 932,450,634 shares Common stock outstanding as of March 2, 2026 record date

Auditor ratification votes for 722,083,545 votes KPMG LLP ratified as auditor for year ending December 31, 2026

Auditor ratification votes against 67,809,190 votes Opposition to KPMG LLP ratification

Say-on-pay votes for 596,608,216 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 51,050,410 votes Votes against executive compensation proposal

Broker non-votes on directors 140,705,160 votes Broker non-votes reported for each director election

Director example votes for 648,227,928 votes Votes for director nominee Kim Hourihan

Key Terms

broker non-votes, non-binding advisory proposal, independent registered public accounting firm, record date, +1 more

5 terms

broker non-votes financial

"and the number of abstentions and broker non-votes with respect to each matter"

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.

non-binding advisory proposal financial

"A non-binding advisory proposal to approve the compensation of the Company’s named executive officers"

A non-binding advisory proposal is a shareholder vote that expresses investors’ opinions or recommendations to a company's board or management but does not have legal force to change policy. Think of it like a public poll or suggestion box: the result signals investor sentiment and can pressure leadership to act, influence reputation, or guide future binding decisions, so investors watch these votes for clues about governance and strategy.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 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.

record date financial

"as of the close of business on March 2, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Section 14(a) of the Securities Exchange Act of 1934 regulatory

"Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934"

Understanding 8-K Material Events →

05/22/2026 - 04:08 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: 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Realty Income (O) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eleven directors, ratifying KPMG LLP as independent auditor for 2026, and approving on a non-binding basis the compensation of named executive officers. All three proposals received sufficient support to pass.

How many Realty Income (O) shares were eligible to vote at the 2026 meeting?

A total of 932,450,634 shares of Realty Income common stock were issued, outstanding, and entitled to vote as of the March 2, 2026 record date. These shares formed the basis for quorum and voting power at the annual meeting.

Were all Realty Income (O) director nominees elected in 2026?

Yes, all eleven director nominees listed in the company’s proxy statement were elected to serve until the 2027 annual meeting. Each nominee received substantially more votes “for” than “against,” with additional abstentions and broker non-votes reported for disclosure.

Did Realty Income (O) shareholders approve the 2026 auditor ratification?

Yes. Shareholders ratified KPMG LLP as Realty Income’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 722,083,545 in favor, 67,809,190 against, and 1,356,909 abstentions, with no broker non-votes reported for this item.

How did Realty Income (O) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, compensation for the company’s named executive officers. The proposal received 596,608,216 votes in favor, 51,050,410 against, and 2,885,858 abstentions, with 140,705,160 broker non-votes disclosed for this say-on-pay item.

Who is Realty Income’s independent registered public accounting firm for 2026?

KPMG LLP will serve as Realty Income’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This engagement followed a shareholder vote at the annual meeting, where the ratification proposal received a substantial majority of votes cast in favor.

Filing Exhibits & Attachments

4 documents