REALTY INCOME CORPORATION (NYSE:O) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On and effective March 13, 2018, the Board of Directors of Realty Income Corporation, a Maryland corporation (the “Company”), amended and restated the Company’s Bylaws. The following is a summary of changes effected by adoption of the Amended and Restated Bylaws, which is qualified in its entirety by reference to the Amended and Restated Bylaws filed as Exhibit3.1 hereto and incorporated by reference. The Amended and Restated Bylaws are referred to herein as the amended Bylaws.
ARTICLE III. MEETINGS OF STOCKHOLDERS.
Proxy Access. The amended Bylaws implement proxy access by amending and restating Article III, Sections 12(a)(1) and 12(c)(1) of the Company’s Bylaws and adding a new Article III, Section 15 to the Company’s Bylaws. The amended Bylaws will permit qualifying stockholders, or a qualifying group of no more than 20 stockholders, that have continuously owned at least three percent of the Company’s outstanding shares of common stock throughout at least a three-year period to nominate and to require the Company to include in its proxy materials director nominees constituting up to the greater of two director nominees or 20% of the number of directors up for election, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws and subject to the terms and conditions therein. Proxy access candidates may be nominated to the Bylaws beginning with the 2019 annual meeting of stockholders.
ARTICLE XII. AMENDMENT OF BYLAWS.
Amendment of Bylaws. The amended Bylaws permit the stockholders of the Company to amend the Company’s Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock to a binding proposal submitted by any stockholder or group of up to five stockholders holding at least one percent of the outstanding shares of the Company’s common stock continuously for at least one year (the “Ownership Threshold”). A stockholder proposal submitted under Article XII of the amended Bylaws (a) may not alter or repeal (i) Article X of the Bylaws, which provides for indemnification of directors and officers of the Company, or (ii) Article XII of the Bylaws, which addresses procedures for amendment of the Bylaws, in either case, without the approval of the Board of Directors, and (b) must be permitted by applicable law. The Company believes the Ownership Threshold enables stockholders who hold a meaningful stake in the Company for more than a brief period of time to propose binding amendments to the Bylaws.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibit is filed herewith:
Exhibit 3.1 Amended and Restated Bylaws of Realty Income Corporation, as adopted on March 13, 2018.