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 17, 2011

 

 

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))

 

 

 

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

On May 17, 2011, National Retail Properties, Inc. (the “Company”) held its 2011 annual meeting of 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, (c) an advisory vote on the frequency of holding an advisory vote on executive compensation and (d) the ratification of the selection of the Company’s independent registered public accounting firm for 2011. 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		For		Withheld		Broker Non-Votes
Don DeFosset		65,933,190		534,768		13,006,849
David M. Fick		66,226,279		241,679		13,006,849
Kevin B. Habicht		63,519,148		2,948,810		13,006,849
Richard B. Jennings		66,052,715		415,243		13,006,849
Ted B. Lanier		66,019,212		448,746		13,006,849
Robert C. Legler		65,925,781		542,177		13,006,849
Craig Macnab		65,910,822		557,136		13,006,849
Robert Martinez		65,832,777		635,181		13,006,849

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
62,881,907		2,647,596		938,455		13,006,849

Proposal 3: An advisory vote on the frequency of holding an advisory vote on executive compensation

A majority of the Company’s stockholders voted, on an advisory basis, to hold an advisory vote on the executive compensation on an annual basis. The tabulation of votes was as follows:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
45,459,025		435,326		19,701,157		872,450		13,006,849

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Based on the results of this Proposal 3, the Company’s Board of Directors has decided to hold an advisory vote on executive compensation on an annual basis in accordance with the stockholders’ recommendation.

Proposal 4: 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, 2011 was ratified as set forth below:

 

For		Against		Abstain
79,125,881		116,588		232,338

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

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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: May 20, 2011