UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employment Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 12, 2022, National Retail Properties, Inc. (the "Company") held its 2022 annual meeting of the stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of eight 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 2022. The results of such votes are set forth herein.
Proposal 1: Election of Directors
The eight 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 |
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For |
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Withhold |
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Abstain |
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Broker |
Pamela K. M. Beall |
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146,657,530 |
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1,734,291 |
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117,957 |
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14,096,184 |
Steven D. Cosler |
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147,372,802 |
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1,005,974 |
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131,002 |
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14,096,184 |
David M. Fick |
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146,834,658 |
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1,027,935 |
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647,185 |
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14,096,184 |
Edward J. Fritsch |
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144,663,872 |
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3,711,436 |
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134,470 |
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14,096,184 |
Kevin B. Habicht |
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138,918,089 |
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9,445,620 |
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146,069 |
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14,096,184 |
Betsy D. Holden |
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146,829,288 |
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1,331,858 |
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348,632 |
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14,096,184 |
Stephen A. Horn, Jr. |
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147,885,843 |
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490,046 |
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133,889 |
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14,096,184 |
Kamau O. Witherspoon |
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148,076,438 |
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304,773 |
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128,567 |
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14,096,184 |
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 |
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Against |
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Abstain |
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Broker |
138,845,123 |
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9,299,777 |
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364,878 |
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14,096,184 |
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, 2022, was ratified as set forth below:
For |
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Against |
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Abstain |
161,690,336 |
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698,019 |
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217,607 |
There were not 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.
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National Retail Properties, Inc. |
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Dated: May 12, 2022 |
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By: |
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/s/ Kevin B. Habicht |
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Kevin B. Habicht |
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Executive Vice President, Chief Financial Officer, Assistant Secretary, and Treasurer |