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 24, 2012

 

 

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-11290		56-1431377
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

450 South Orange Avenue Suite 900 Orlando, Florida				32801
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 24, 2012, National Retail Properties, Inc. (the “Company”) held its 2012 annual meeting of stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of nine directors, (b) an advisory vote on executive compensation, (c) the re-approval of the material terms of the performance objectives for the 2007 Performance Incentive Plan, (d) the approval of an amendment to the Company’s charter to increase the number of authorized shares of common stock and (e) the ratification of the selection of the Company’s independent registered public accounting firm for 2012. The results of such votes are set forth herein.

Proposal 1: Election of Directors

The nine 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				Withheld				Broker Non-Votes
Don DeFosset			81,468,377				1,688,766				16,348,591
David M. Fick			81,537,362				1,619,781				16,348,591
Edward J. Fritsch			82,656,243				500,900				16,348,591
Kevin B. Habicht			77,813,961				5,343,182				16,348,591
Richard B. Jennings			82,411,171				745,972				16,348,591
Ted B. Lanier			82,383,563				773,580				16,348,591
Robert C. Legler			81,491,156				1,665,987				16,348,591
Craig Macnab			81,618,497				1,538,646				16,348,591
Robert Martinez			81,469,060				1,688,083				16,348,591

There were no abstentions with respect to Proposal 1.

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
79,657,425		3,162,105		337,613		16,348,591

Proposal 3: Re-approval of the material terms of the performance objectives for the 2007 Performance Incentive Plan

A majority of the Company’s stockholders voted to re-approve the material terms of the performance objectives for the 2007

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Performance Incentive Plan. The tabulation of votes was as follows:

 

For		Against		Abstain		Broker Non-Votes
81,263,980		1,613,272		279,891		16,348,591

Proposal 4: Approval of an amendment to the Company’s charter to increase the number of authorized shares of common stock

A majority of the Company’s stockholders voted to amend the Company’s charter to increase the number of authorized shares of common stock. The tabulation of votes was as follows:

 

For		Against		Abstain
95,926,094		2,789,507		790,133

There were no broker non-votes with respect to Proposal 4.

Proposal 5: 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, 2012, was ratified as set forth below:

 

For		Against		Abstain
98,947,568		140,593		417,573

There were no broker non-votes with respect to Proposal 5.

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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 31, 2012