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):

November 17, 2021

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (407) 265-7348

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 (see General Instruction A.2. below):

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2021, the Board of Directors (the “Board”) of National Retail Properties, Inc. (the “Company”), pursuant to the recommendation of the Governance and Nominating Committee, increased the size of the Board from eight (8) to nine (9) directors and appointed Kamau Witherspoon to the Board of the Company, effective January 1, 2022.

Mr. Witherspoon is a Senior Vice President of Operations at Target Corporation, serving in that role since 2018. He previously served in various roles at Target Corporation from 2007 to 2015, including Senior Director of Store Operations. Between 2015 and 2018, Mr. Witherspoon was Chief Restaurant Excellence Officer, KFC U.S., with Yum! Brands, Inc., and Senior Vice President of Operational Performance & Readiness at UnitedHealth Group. Mr. Witherspoon served in the United States Navy from 1996 to 2007, rising to the rank of Lieutenant Commander. He is a graduate of Morehouse College, and received his MBA from Old Dominion University.

The Board is expected to appoint Mr. Witherspoon to serve on both the Audit Committee and the Governance and Nominating Committee.

No plan, contract or other arrangement was entered into at the time of his appointment or otherwise exists between Mr. Witherspoon and the Company.

Item 7.01. Regulation FD Disclosure.

On November 18, 2021, the Company issued a press release announcing the appointment of Mr. Witherspoon described above in Item 5.02. The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

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.

Dated: November 18, 2021