Realty Income (O) Proxy Filing summary

Executive summary

• Achieved strong 2024 results: 2.5% dividend per share growth, net income per share of $0.98, AFFO per share up 4.8% to $4.19, and $3.9B in investments at a 7.4% yield.

• Closed acquisition of Spirit Realty Capital, expanding portfolio to over 15,600 properties and increasing international presence, with 50% of investment activity in the U.K. and Europe.

• Maintained a robust balance sheet: fixed charge coverage ratio of 4.7x, Net Debt-to-Annualized Pro Forma Adjusted EBITDAre of 5.4x, and $3.7B in liquidity.

• Board refreshment continued, with four new directors since 2021 and a focus on diversity (30% female, 50% under-represented community as of March 2025).

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2026 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of amendment to the 2021 Incentive Award Plan, changing director equity grants from a fixed share amount to a fixed dollar value ($200,000).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse backgrounds and expertise in real estate, finance, strategy, and governance.

• All directors except the CEO are independent; separate roles for CEO and Non-Executive Chairman.

• Committees: Audit, Compensation and Talent, Nominating/Corporate Governance—all composed of independent directors.

• Annual board and committee self-evaluations, director stock ownership requirements, and a formal clawback policy.

• Stockholders can propose bylaw amendments, call special meetings, and use proxy access for board nominations.