Realty Income (O) Proxy filing summary

Executive summary

• Achieved strong operating results in 2025, with a 2.9% increase in dividends per share and record AFFO per share of $4.28, marking the 15th consecutive year of AFFO growth.

• Completed $6.3 billion in investment volume, with 60% in the U.K. and Europe, and launched a $1.5 billion perpetual life open-end fund.

• Maintained an investment-grade balance sheet, ending 2025 with a fixed charge coverage ratio of 4.7x, Net Debt-to-Annualized Pro Forma Adjusted EBITDAre of 5.4x, and $4.1 billion in liquidity.

• Welcomed Kim Hourihan to the Board, enhancing expertise in private fund management.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of eleven directors, (2) ratification of KPMG LLP as independent auditor for 2026, and (3) a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eleven director nominees, with a focus on diversity, independence, and relevant expertise; 91% of the Board is independent.

• Board committees (Audit, Compensation and Talent, Nominating/Corporate Governance) are composed entirely of independent directors.

• Board refreshment ongoing, with four new directors since 2021; 36% female and 55% from under-represented communities.

• Directors, officers, and employees are subject to a Code of Business Ethics, insider trading, anti-hedging, and anti-pledging policies.

• Stockholders have proxy access and can call special meetings.