false000075136400007513642024-05-152024-05-15

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2024

NNN REIT, INC.

(exact name of registrant as specified in its charter)

Maryland

001-11290

56-1431377

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employment

Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

(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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.01 par value

NNN

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 15, 2024, NNN REIT, Inc. (the "Company") held its 2024 annual meeting of the stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of nine directors, (b) an advisory vote on executive compensation, and (c) the ratification of the selection of the Company’s independent registered public accounting firm for 2024. The results of such votes are set forth herein.

Proposal 1: Election of Directors

The nine nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The tabulation of votes was as follows:

Nominee

 

For

 

Withhold

 

Abstain

 

Broker
Non-Votes

Pamela K. M. Beall

 

153,548,559

 

993,663

 

249,679

 

13,134,608

Steven D. Cosler

 

152,598,348

 

1,944,225

 

249,328

 

13,134,608

David M. Fick

 

150,472,200

 

4,037,553

 

282,148

 

13,134,608

Edward J. Fritsch

 

150,296,653

 

4,233,254

 

261,994

 

13,134,608

Elizabeth C. Gulacsy

 

153,751,306

 

764,535

 

276,060

 

13,134,608

Kevin B. Habicht

 

144,727,552

 

9,806,883

 

257,466

 

13,134,608

Betsy D. Holden

 

151,902,178

 

2,637,169

 

252,554

 

13,134,608

Stephen A. Horn, Jr.

 

153,638,996

 

903,469

 

249,436

 

13,134,608

Kamau O. Witherspoon

 

153,133,208

 

1,376,306

 

282,387

 

13,134,608

There were no votes against the nominees with respect to Proposal 1.

Proposal 2: An Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth below:

For

 

Against

 

Abstain

 

Broker
Non-Votes

149,398,785

 

4,972,847

 

420,269

 

13,134,608

Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified as set forth below:

For

 

Against

 

Abstain

166,525,166

 

1,121,451

 

279,892

There were no broker non-votes with respect to Proposal 3.

 

 

 

SIGNATURE

 

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.

 

 

 

 

 

NNN REIT, Inc.

 

 

 

Dated: May 16, 2024

By:

/s/ Kevin B. Habicht

 

 

Kevin B. Habicht

 

 

Executive Vice President,

Chief Financial Officer,

Assistant Secretary, and Treasurer

 

 

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Document and Entity Information
May 15, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000751364
Document Type 8-K
Entity Information, Former Legal or Registered Name Not applicable
Document Period End Date May 15, 2024
Entity Registrant Name NNN REIT, INC.
Entity Incorporation State Country Code MD
Entity File Number 001-11290
Entity Tax Identification Number 56-1431377
Entity Address, Address Line One 450 South Orange Avenue
Entity Address, Address Line Two Suite 900
Entity Address, City or Town Orlando
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32801
City Area Code 407
Local Phone Number 265-7348
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value
Trading Symbol NNN
Security Exchange Name NYSE
Entity Emerging Growth Company false
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