Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnMay 18, 2021 , following the 2021 annual meeting of stockholders (the "Annual Meeting") ofRealty Income Corporation (the "Company"), the Company's Board of Directors (the "Board") appointedJacqueline Brady to the Board. The Board has affirmatively determined thatMs. Brady is "independent" after applying the Company's categorical standards contained in the Company's Corporate Governance Guidelines. FollowingMs. Brady's appointment, the total number of Board members is ten directors, of whom nine are independent. Pursuant to the terms of theRealty Income Corporation 2021 Incentive Award Plan (the "2021 Incentive Award Plan"), upon appointment to the Board,Ms. Brady automatically received a grant of 4,000 shares of our common stock, which will vest evenly over three years. There are no understandings or arrangements betweenMs. Brady or any other person and the Company or any of its subsidiaries pursuant to whichMs. Brady was selected to serve as a director of the Company. There are no family relationships betweenMs. Brady and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer, and there are no transactions betweenMs. Brady or any of her immediate family members and the Company or any of its subsidiaries.Ms. Brady is a Managing Director atPGIM Real Estate and a member of the PGIM Real Estate U.S. Business Development group (July 2017-present).Ms. Brady has more than two decades of experience in the real estate capital markets industry, including service as a Managing Director atCenterSquare Investment Management (2015-2017), Managing Partner atCanopy Investment Advisors (2011-2017) and acting as Managing Director at BNY Mellon/Urdang (2009-2011). Prior to BNY Mellon/Urdang,Ms. Brady was an Executive Vice President of Capmark Investments (2002-2009).Ms. Brady currently Chairs thePension Real Estate Association Publications Committee. Additionally,Ms. Brady has served on the Investment Committee of theBoard of Managers ofHaverford College since 2009, and previously served as a Director of Philabundance, a charitable organization, from 2010 until 2018.Ms. Brady holds a master's degree in International Relations and International Economics from theJohns Hopkins University and a bachelor of arts in Political Science fromHaverford College .
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On
Broker Voted For Voted Against Abstentions Non-Votes Kathleen R. Allen, Ph.D. 241,349,768 8,518,660 537,931 62,312,468 A. Larry Chapman 247,859,606 1,962,752 584,001 62,312,468 Reginald H. Gilyard 239,487,484 10,330,646 588,229 62,312,468 Priya Cherian Huskins 241,345,448 8,507,851 553,060 62,312,468 Gerardo I. Lopez 222,980,736 26,845,246 580,377 62,312,468 Michael D. McKee 237,182,232 12,629,874 594,253 62,312,468 Gregory T. McLaughlin 241,356,778 8,446,310 603,271 62,312,468 Ronald L. Merriman 237,498,258 12,299,777 608,324 62,312,468 Sumit Roy 247,183,547 2,632,645 590,167 62,312,468
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Proposal 2 considered at the Annual Meeting was the ratification of the appointment ofKPMG LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2021 . This proposal was approved, with 301,964,003 shares voted for, 10,066,019 shares voted against, and 688,805 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 236,738,790 shares voted for, 12,156,895 shares voted against, 1,510,674 shares representing abstentions and 62,312,468 shares representing broker non-votes. Proposal 4 considered at the Annual Meeting was the approval of the 2021 Incentive Award Plan. This proposal was approved, with 238,607,526 shares voted for, 10,443,869 shares voted against, 1,354,964 shares representing abstentions and 62,312,468 shares representing broker non-votes. (c) Not applicable (d) Not applicable
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