Document

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:  February 4, 2019
(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)) 
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
o
 
 
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.
o



Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 4, 2019, Stephen E. Sterrett informed the Board of Directors (the “Board”) of Realty Income Corporation (the “Company”) of his intention not to stand for re-election to the Board at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), due to increased board and other commitments. Mr. Sterrett will continue to serve on the Board until his current term expires on the date of the 2019 Annual Meeting. Mr. Sterrett has served on the Board since October 2014.
Item 7.01    Regulation of FD Disclosure.
On February 4, 2019, the Company issued a press release announcing Mr. Sterrett’s intention not to stand for re-election to the Board. A copy of this press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits    
99.1 Press Release issued by the Company on February 4, 2019



INDEX TO EXHIBITS
 
Exhibit No.
 
Description
 
 
 
99.1
 



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: February 5, 2019
REALTY INCOME CORPORATION
 
 
 
By:
/s/ Michael R. Pfeiffer
 
 
Michael R. Pfeiffer
 
 
Executive Vice President, General Counsel and Secretary