Realty-Income-2021-Proxy-Statement.Pdf
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REALTY INCOME BUILDING GROWTH BY DESIGN 2021 PROXY REPORT l April 1, 2021 Dear Stockholder: You are cordially invited to attend our 2021Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) to be held at 9:00 a.m., Pacific Time on May 18, 2021. Due to the ongoing public health impact of the coronavirus pandemic (COVID-19), and to support the health and well-being of our partners and stockholders, this year’s Annual Meeting will again be a completely virtual meeting of stockholders, conducted via live audio webcast. The virtual format provides the opportunity for participation by a broader group of our stockholders and enables stockholders to participate fully, and equally, from any location around the world, at little to no cost. You can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/realty2021 by using the control number which appears on your proxy card and the instructions provided as a part of your Proxy Materials. You may submit questions in advance of and in real-time during theAnnual Meeting via the meeting website.The business that will be conducted at theAnnual Meeting is described in the Notice of the 2021Annual Meeting of Stockholders and Proxy Statement. During 2020, we grewAdjusted Funds From Operations (AFFO) per share, or the cash earnings available to pay dividends to our stockholders, by 2.1% to $3.39. As The Monthly Dividend Company®, we remain committed to providing our stockholders with dependable monthly dividends that increase over time. During 2020, we paid twelve monthly dividends and increased the dividend per share by 3.1% over 2019 to $2.794. I would like to thank our team for their continued focus on our strategic objectives with our One Team approach together with hard work and dedication during these unprecedented times. I am also extremely thankful for our Board of Directors continued support, vast experience and guidance for today and our future. We are excited about the current position of the company and remain committed to continuing to responsibly manage your company as prudent stewards of your capital. In connection with our 2021 Proxy Statement, we have issued our inaugural Sustainability Report which provides detail on our environmental, social and governance (‘‘ESG’’) initiatives. The Sustainability Report can be found in the Corporate Responsibility section of our corporate website, and I encourage you to read the Sustainability Report to understand the significant emphasisweplaceonESGinitiativesforthecommunitieswe serve, the environment and our future. We encourage you to review the information contained in the Proxy Statement. It is meant to provide an overview of our company’s achievements during the year, including information on our company’s compensation program and corporate governance practices. After your review, we hope that you will vote, in person virtually or by proxy, in accordance with the Board of Directors’ recommendations. Your vote is important to us and we appreciate your continued support of our company. Sincerely, Sumit Roy President, Chief Executive Officer Member, Board of Directors Notice of the 2021 Annual Meeting of Stockholders NOTICE IS HEREBYGIVEN that the 2021Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) of Realty Income Corporation, a Maryland corporation (the ‘‘company’’), will be held as follows: MEETING DATE: Tuesday, May 18, 2021 MEETING TIME: 9:00 a.m. Pacific Time VIRTUAL MEETING ACCESS: www.virtualshareholdermeeting.com/realty2021 RECORD DATE: You may vote if you were a holder of record of shares of our common stock, par value $0.01 per share, at the close of business on March 12, 2021. ITEMS OF BUSINESS: 1. The election of nine director nominees named in this Proxy Statement to serve until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified. 2. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021. 3. A non-binding advisory proposal to approve the compensation of our named executive officers as described in this Proxy Statement. 4. The approval of the Realty Income Corporation 2021 Incentive Award Plan. 5. The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. The Proxy Statement following this Notice describes these matters in detail. We have not received notice of any other proposals to be presented at theAnnual Meeting. During theAnnual Meeting, management will report on the current activities of the company and comment on its future plans. A discussion period is planned so that stockholders will have an opportunity to ask questions and make appropriate comments. All presentation materials shared at the Annual Meeting will be made available on the company’s website at www.realtyincome.com/investors/financial-information/annual-reports-and-proxy. PROXY VOTING: Your vote is important. Whether or not you plan to participate in our virtual Annual Meeting, we urge you to submit your proxy as soon as possible to ensure your shares are represented and voted at ourAnnual Meeting.You may authorize a proxy to vote your shares by telephone, via the Internet, or – if you have received and/or requested paper copies of our Proxy Materials by mail – by signing, dating and returning the proxy card in the envelope provided. If you participate in our virtualAnnual Meeting, you may, if you wish, vote your shares (or withdraw your proxy) at www.virtualshareholdermeeting.com/realty2021. No person is authorized to make any representation with respect to the matters described in this Proxy Statement other than those contained herein and, if given or made, such information or representation must not be relied upon as having been authorized by us or any other person. You are encouraged to read this Proxy Statement in its entirety before voting or authorizing a proxy to vote on your behalf. By Order of the Board of Directors, Michelle Bushore Executive Vice President, Chief Legal Officer, General Counsel and Secretary April 1, 2021 Table of Contents Proxy Summary................................... 1 Potential Payments upon Termination or Change in Control.......................... 64 Proposals ............................................ 10 Termination and Change in Control Proposal 1 – Election of Directors.............. 10 Scenario Table .............................. 67 Proposal 2 – Ratification of Appointment of CEO Pay Ratio .................................... 69 Independent Registered Public Accounting Firm............................ 10 Delinquent Section 16(a) Reports........... 70 Proposal 3 – Advisory Vote to Approve the Related Party Transactions ................... 70 Compensation of Our Named Executive Officers....................................... 11 Security Ownership of Certain Proposal 4 – Approval of the Realty Income Beneficial Owners and Management... 71 Corporation 2021 Incentive Award Plan........................................... 12 Equity Compensation Plan Information as of December 31, 2020 .................... 72 Board of Directors and Corporate Governance...................................... 20 Audit Related Matters .......................... 73 Director Nominees................................ 20 Fees Paid to Independent Registered Public Committees of the Board ........................ 25 Accounting Firm............................ 73 Corporate Governance............................ 28 Pre-approval Policies and Procedures.......... 73 Director Selection Process....................... 29 Audit Committee Report......................... 74 Board Independence.............................. 31 Frequently Asked Questions.................. 75 Non-Executive Independent Chairman of the Board......................................... 32 Stockholder Proposals for our 2022 Annual Meeting Board Role in Risk Oversight................... 32 ................................ 79 Compensation RiskAssessment ................ 32 Forward-Looking Statements................ 79 Meetings andAttendance ........................ 33 Householding of Proxy Materials Communications with the Board................ 33 ........... 80 Incorporation by Reference Director Compensation......................... 34 ................... 80 Information about our Executive Appendix A ......................................... 81 Officers ........................................... 36 Appendix B ......................................... 83 Executive Compensation....................... 38 Compensation Discussion andAnalysis ....... 38 Executive Summary............................ 38 Compensation Process ........................ 40 Elements of Compensation ................... 43 Tax Considerations ............................ 58 Compensation Committee Report .............. 59 Compensation Tables............................. 60 Summary Compensation Table............... 60 Grants of Plan-Based Awards Table ........ 62 Outstanding Equity Awards Table as of December 31, 2020......................... 63 Stock Vested During 2020 Table ............. 64 No Pension Benefits or Nonqualified Deferred Compensation ................... 64 Proxy Summary MEETING DATE: Tuesday, May 18, 2021 MEETING TIME: 9:00 a.m. Pacific Time VIRTUAL MEETING ACCESS: www.virtualshareholdermeeting.com/realty2021 RECORD DATE: March 12, 2021 The Board of Directors (or, the ‘‘Board’’) of Realty Income Corporation, a Maryland corporation (the ‘‘company’’),