Form 8-K

 

 

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 24, 2012

 

 

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-11290   56-1431377

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

450 South Orange Avenue

Suite 900

Orlando, Florida

  32801
(Address of principal executive offices)   (Zip Code)

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):

 

¨ 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))

 

 

 


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

On May 24, 2012, National Retail Properties, Inc. (the “Company”) held its 2012 annual meeting of 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, (c) the re-approval of the material terms of the performance objectives for the 2007 Performance Incentive Plan, (d) the approval of an amendment to the Company’s charter to increase the number of authorized shares of common stock and (e) the ratification of the selection of the Company’s independent registered public accounting firm for 2012. 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      Withheld      Broker Non-Votes  

Don DeFosset

     81,468,377         1,688,766         16,348,591   

David M. Fick

     81,537,362         1,619,781         16,348,591   

Edward J. Fritsch

     82,656,243         500,900         16,348,591   

Kevin B. Habicht

     77,813,961         5,343,182         16,348,591   

Richard B. Jennings

     82,411,171         745,972         16,348,591   

Ted B. Lanier

     82,383,563         773,580         16,348,591   

Robert C. Legler

     81,491,156         1,665,987         16,348,591   

Craig Macnab

     81,618,497         1,538,646         16,348,591   

Robert Martinez

     81,469,060         1,688,083         16,348,591   

There were no abstentions 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

79,657,425

   3,162,105    337,613    16,348,591

Proposal 3: Re-approval of the material terms of the performance objectives for the 2007 Performance Incentive Plan

A majority of the Company’s stockholders voted to re-approve the material terms of the performance objectives for the 2007


Performance Incentive Plan. The tabulation of votes was as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

81,263,980

   1,613,272    279,891    16,348,591

Proposal 4: Approval of an amendment to the Company’s charter to increase the number of authorized shares of common stock

A majority of the Company’s stockholders voted to amend the Company’s charter to increase the number of authorized shares of common stock. The tabulation of votes was as follows:

 

For

  

Against

  

Abstain

95,926,094

   2,789,507    790,133

There were no broker non-votes with respect to Proposal 4.

Proposal 5: 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, 2012, was ratified as set forth below:

 

For

  

Against

  

Abstain

98,947,568

   140,593    417,573

There were no broker non-votes with respect to Proposal 5.


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.

 

NATIONAL RETAIL PROPERTIES, INC.
By:  

/s/ Kevin B. Habicht

Name:   Kevin B. Habicht
Title:   Executive Vice President,
  Chief Financial Officer,
  Assistant Secretary and Treasurer

Dated: May 31, 2012