REALTY INCOME CORP 8-K

What Happened

• Realty Income Corp (filed 8-K on May 22, 2026) reported the voting results from its Annual Meeting held May 21, 2026. As of the record date (close of business March 2, 2026), 932,450,634 shares of common stock were issued and outstanding and entitled to vote. Proxies were solicited under Section 14(a) of the Exchange Act.
• All eleven director nominees named in the proxy were elected to serve until the 2027 annual meeting. The filing lists vote tallies for each nominee (for, against, abstentions) and shows 140,705,160 broker non-votes reported for each director election.
• Stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers (say-on-pay).

Key Details

• Shares outstanding (record date): 932,450,634.
• Directors: All 11 nominees elected; example tallies include Priya Cherian Huskins — 603,342,713 for, 46,309,310 against, 892,461 abstentions; Priscilla Almodovar — 642,029,416 for, 7,715,184 against, 799,884 abstentions. Broker non-votes for director elections: 140,705,160.
• Auditor ratified (Proposal 2): KPMG LLP — 722,083,545 for, 67,809,190 against, 1,356,909 abstentions.
• Say-on-Pay (Proposal 3): Approved non-bindingly — 596,608,216 for, 51,050,410 against, 2,885,858 abstentions; broker non-votes: 140,705,160.

Why It Matters

• Governance: Election of all board nominees confirms current board composition and leadership continuity through 2027, which can influence strategy and oversight.
• Audit oversight: Ratification of KPMG provides continuity in external audit oversight for fiscal 2026, an important factor for financial reporting reliability.
• Executive compensation: Passing the non-binding say-on-pay signals shareholder support for the company’s executive pay practices, though the vote is advisory and the board retains discretion.
• Voting context: A meaningful block of broker non-votes (140.7 million) appeared in director and say-on-pay votes, indicating many shares held by brokers without voting instructions — relevant when assessing the percentage support among votes cast.