Securities and Exchange Commission
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: January 16, 2013
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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:
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 16, 2013, Realty Income Corporation (the Company) held a special meeting of stockholders (the Special Meeting) to vote upon certain matters relating to the Companys acquisition of American Realty Capital Trust, Inc., a Maryland corporation (ARCT).
Proxies for the Special Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Special Meeting, all of which were described in the Companys definitive Joint Proxy Statement/Prospectus, filed with the Securities and Exchange Commission on December 6, 2012, as amended in the Supplement to Joint Proxy Statement/Prospectus, filed with the Securities and Exchange Commission on January 8, 2013:
Item 8.01 Other Events.
On January 16, 2012, the Company issued a press release announcing that shareholders of the Company and ARCT have approved the acquisition of ARCT by Realty Income. A copy of the press release is attached hereto as Exhibit 99.1
Forward Looking Statements
Information set forth in this Current Report on Form 8-K (including information included or incorporated by reference herein) contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Companys expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to whether and when the transactions contemplated by the Merger Agreement will be consummated, the new combined companys plans, market and other expectations, objectives, intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction;
unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in the Companys filings with the SEC, which are available at the SECs website at www.sec.gov. The Company disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.
Item 9.01 Financial Statements and Exhibits.
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.