REALTY INCOME CORPORATION (NYSE:O) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Performance Shares

General. The Committee approved the grant to each
executive of Performance Share awards in tandem with dividend
equivalent rights. to the Performance Share awards, each
participant is eligible to vest in and receive a number of
shares of the Companys common stock ranging from 0% to
approximately 200% of the target number of Performance Shares
granted and set forth in the table below (for each executive,
the Target Performance Shares), based on the attainment of
relative total shareholder return (TSR) goals, debt-to-EBITDA
ratio and dividend per share growth rate goals during the
performance period running from January 1, 2017 through
December 31, 2019 (the Performance Period). The approximate
value of the Target Performance Shares granted to each
executive is as follows:

In addition, each Performance Share award entitles its holder
to a cash payment equal to the aggregate dividends that would
have been paid on the total number of Performance Shares that
vest, had such shares been outstanding on the record date(s)
that occur over the period from January 1, 2017 through the
date on which the shares are issued, if any. Any right to
dividends with respect to Performance Shares that do not vest
are forfeited.

Vesting and Payment. The number of Performance Shares
that vest is dependent on (i) the Companys TSR achieved during
the Performance Period relative to the TSR achieved by the
companies in the MSCI REIT Index, (ii) the Companys TSR
achieved during the Performance Period relative to the TSR
achieved by the J.P. Morgan Net Lease companies, (iii) the
Companys debt-to-EBITDA ratio achieved during the Performance
Period and (iv) the Companys dividend per share growth rate
achieved during the Performance Period (each, a Performance
Objective), as well as the satisfaction of continued employment
requirements. In determining the number of Performance Shares
that performance-vest, the Companys relative TSR as compared to
the MSCI REIT Index companies and the J.P. Morgan Net Lease
companies are weighted approximately 45% and 26%, respectively,
and the debt-to-EBITDA ratio Performance Objective and the
dividend per share growth rate Performance Objective are
weighted approximately 13% and 16%, respectively. Fifty percent
(50%), one hundred percent (50%) and two hundred percent (200%)
of the Target Performance Shares associated with each
Performance Objective will be eligible to vest based on the
achievement of minimum, target and maximum, respectively, goals
related to each Performance Objective.

Additionally, the number of Performance Shares that
performance-vest based on the achievement of the performance
goals will need to also satisfy the service-based vesting
condition as to 50% of such shares on January 1, 2020 and as to
50% of such shares on January 1, 2021 in order to be vested in
full, subject to the executives continued employment. The
Performance Share awards are subject to accelerated vesting on
substantially the same terms as apply to similar Performance
Share awards granted to executives of the Company under the
LTIP adopted by us in 2014, 2015 and 2016.

Time-Based Restricted Shares or RSUs

In addition, as part of the 2017 LTIP, the Committee expects to
approve in 2018 grants to each executive of restricted stock
(or RSU) awards subject to service-based vesting conditions in
the dollar-denominated amounts set forth in the table below.

Each such award vests over a period of four years following the
grant date, subject to continued employment. The awards are
subject to accelerated vesting on substantially the same terms
as set forth in the applicable previously-filed form agreement.

Amendment to Case Employment
Agreement

On February 14, 2017, the Company and Mr. Case entered into an
amendment (the Amendment) to Mr. Cases Amended and Restated
Employment Agreement, dated September 3, 2013 (the Original
Employment Agreement). The Amendment provides that Mr. Case may
earn an annual cash performance bonus targeted at no less than
150% of Mr. Cases base salary, reduced from 200% under the
Original Employment Agreement. In addition, the Amendment
removes the provision under the Original Employment Agreement
which provided that no less than 50% of the annual equity
awards granted to Mr. Case will be time-based awards.

On February 14, 2017, the Board of Directors of the Company
(the Board), approved the Second Amendment to the Realty Income
Corporation 2012 Incentive Award Plan (the Second Amendment).

The Second Amendment institutes minimum vesting provisions on
options and stock appreciation rights granted under the 2012
Incentive Award Plan. to the Second Amendment, such awards
shall vest no earlier than the eighteen (18) month anniversary
of the date the award is granted, subject to a limited basket
of 5% of shares of the Companys Common Stock authorized for
grant under Plan and the Plan administrators authority to
accelerate the vesting of awards in connection with death,
disability, termination of service or the consummation of a
change in control.

The foregoing description of the Second Amendment is not, and
does not purport to be, complete and is qualified in its
entirety by reference to a copy of the Second Amendment filed
as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits