Table of Contents

Social Responsibility and Ethical Standards.Standards We are committed

An extension of our mission is our commitment to being socially responsible and conducting our business according to the highest ethical standards. Our employees enjoyare awarded compensation that is in line with those of our peers and competitors, including generous healthcare benefits for employees and their families;families, participation in a 401(k) plan with a matching contribution by Realty Income;Income, competitive vacation andpaid time-off benefits; paid maternity leavebenefits, and an infant-at-work program for new parents. We also have a longstanding commitment to equal employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines. Our employees also have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. We also have a long-standing commitment to equal employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines.

We apply the principles of full and fair disclosure in all of our business dealings, and we encourage all of our directors, officers, and other employees to conduct our business in accordance with the highest standards of moral and ethical behavior, in each case, as outlined in our Corporate Code of Business Ethics. We are also committed to dealing fairly with all of our customers, suppliers, and competitors.

Realty Income and its employees have taken an active role in supporting communities through civic involvement with charitable organizations, and corporate donations. Focusing our impact on social responsibility, our non-profit partnerships have resulted in approximately 700 employee volunteer hours during 2016, principally through our partnership with San Diego Habitat for Humanity. Our employees have also provided educational services to at-risk youth, funding to local foodbanks, and toys for under-served children. Our dedication to being a responsible corporate citizen has a direct and positive impact in the communities in which we operate and contributes to the strength of our reputation and our financial performance.

Environmental Practices.Practices

Our focus on energy related mattersenvironmental conservationism is demonstrated by how we manage our day-to-day activities inat our corporate headquarters building.  Inheadquarters. At our headquarters, building we promote energy conservationefficiency and encourage the following practices:

·Poweringpractices such as powering down office equipment at the end of the day;

·Setting faxday, implementing file-sharing technology and copier machinesautomatic “duplex mode” to “energy saver mode”;

·Encouraging employeeslimit paper use, adopting an electronic approval system, carpooling to reduce paper usage whenever possible, by storing documents electronically and using “duplex” copy mode;

·Employing an automated “lights out” system that is activated 24/7; and

·Programming HVAC to only operate during normal business operating hours.

In addition, our headquarters, building was constructed accordingand recycling paper waste. In 2016, we sent more than 29,500 pounds of paper to the State of California energy standards and we have installed solar panels on our roof to fulfill our energy requirements. All of the windows on our building are dual-paned to increase energy efficiency and reduce our carbon footprint.off-site partner for recycling.

With respect to other recycling and reuse practices, we encourage the use of recycled products and the recycling of materials duringused in our operations.  Recycling bins are placed in all areas where materials are regularly disposed of and at the individual desks of our employees. Cell phones, wireless devices and office equipment isare recycled or donated whenever possible.  We also continue to pursue a paperless environment since this reduces costs and saves trees.  As a result, we encourage file-sharing networks and environments to produce and edit documents in order to reduce the dissemination of hard copy documents, and have implemented an electronic invoice approval system.

With respectIn addition, our headquarters building was retrofitted according to the State of California energy efficiency standards (specifically following California Green Building Standards Code and Title 24 of the California Code of Regulations), with features such as an automatic lighting control system with light-harvesting technology, a Building Management System that monitors and controls energy use, an energy-efficient PVC roof and heating and cooling system, LED lighting, and drought-tolerant landscaping with recycled materials.

The properties that we own, these propertiesin our portfolio are net-leasednet leased to our tenants who are responsible for maintaining the buildings and are in control of their own energy usage and environmental sustainability practices. We remain active in working with our tenants to promote environmental responsibility at the properties we own and to promote the importance of energy efficient facilities.

Our Asset Management team has engaged with a renewable energy development company to identify assets that would maximize energy efficiency initiatives throughout our property portfolio. These initiatives include solar energy arrays, battery storage, and charging stations. In addition, we continue to explore regional opportunities with our tenants in order to qualify for city and county energy programs.

More information on our corporatesocial responsibility effortsand environmental practices can be found on our company’s website at http://www.realtyincome.com/invest/investing-resources/corporate-responsibility.shtml.about-realty-income/corporate-responsibility/default.aspx.

Board of Directors and Corporate Governance

Director Selection Process

Director Qualifications

Director qualifications are determined by what the Nominating/Corporate Governance Committee believes to be the essential competencies required to effectively serve on the Board of Directors. The Nominating/Corporate Governance Committee seeks to include on our Board of Directors a complementary mix of professionals with the following qualities, skills, and attributes:

Identifying and Evaluating Nominees for Directors

Our Corporate Governance Guidelines set forth the process by which our Nominating/Corporate Governance Committee identifies and evaluates nominees for our Board of Directors. The Nominating/Corporate Governance Committee first evaluates the current members of our Board of Directors to identify nominees for directors. Current members who are willing to continue service and who have qualifications and skills that are consistent with the Nominating/Corporate Governance Committee’s criteria for Board of Directors service are re-nominated.

As to new candidates, the Nominating/Corporate Governance Committee will generally poll members of our Board of Directors and members of executive management for their recommendations. The Nominating/Corporate Governance Committee has at times in the past retained a search firm to assist with identifying new candidates for membership on our Board of Directors, and in the future, may hire a search firm if deemed appropriate. An initial slate of candidates will be presented to the Chair of the Nominating/Corporate Governance Committee, who will then make an initial determination as to the qualification and fit of each candidate. Final candidates will be interviewed by one or more members of the Nominating/Corporate Governance Committee and other directors. The Nominating/Corporate Governance Committee will then approve final director candidates and, after review and deliberation of all feedback and data, will make its recommendation to our Board of Directors. Recommendations received from stockholders are subject to the same criteria as are candidates nominated by the Nominating/Corporate Governance Committee and will be considered and processed accordingly.

Stockholder Recommendations

The Nominating/Corporate Governance Committee’s policy is to consider candidates recommended by our stockholders. The stockholder must submit proof of Realty Income stock ownership along with a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board of Directors. The stockholder must also demonstrate how the candidate satisfies our Board of Directors’ criteria and provide such other information about the candidate as would be required by the SEC rules to be included in a proxy statement, as well as our bylaws. The consent of the candidate must be included along with a description of any arrangements or undertakings between the stockholder and the candidate regarding the recommendation. All communications are to be directed to the Chair of the Nominating/Corporate Governance Committee and sent to the address noted under “Communications with the Board” in this Proxy Statement on page 18.

Recommendations received before November 7, 2017 or after December 7, 2017 (more than 150 days or less than 120 days prior to the first anniversary of the date the company’s Proxy Statement is released to stockholders for the previous year’s annual meeting of stockholders) will not be considered timely for consideration at next year’s annual meeting of stockholders. See “Stockholder Proposals for 2018 Annual Meeting” in this Proxy Statement on page 57. Properly submitted stockholder recommendations will be evaluated by the Nominating/Corporate Governance Committee using the same criteria used to evaluate other director candidates.

Board of Directors and Corporate Governance

Board Independence

Our Board of Directors has determined that each of our current directors, except for Messrs.Mr. Case, and Lewis, has no material relationship with us (either directly or indirectly through an immediate family member or as a partner, stockholder or officer of an organization that has a relationship with us) and is “independent” within the meaning of our director independence standards and NYSE director independence standards. Our Board of Directors established and employed categorical standards in determining whether a relationship is material and thus would disqualify such director from being independent. Our categorical standards of independence mirror NYSE independence requirements, except that our categorical standards additionally consider a director to be not independent if:

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The director (or an immediate family member of the director) received more than $100,000 per year in direct compensation from the company or any of its subsidiaries, other than director and committee fees, pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

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The director (or an immediate family member of the director) was, within the last three years, an affiliate or executive officer of another company which was indebted to us, or to which we were indebted, where the total amount of either company’s indebtedness to the other was five percent (5%) or more of our total consolidated assets or the total consolidated assets of such other company; or

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The director (or an immediate family member of the director) was, within the last three years, an officer, director, or trustee of a charitable organization where our (or an affiliated charitable foundation’s) annual discretionary charitable contributions to the charitable organization exceeded the greater of $1 million, or five percent of that organization’s consolidated gross revenues. For the purposes of independence, we consider an “Affiliate” any person beneficially owing in excess of ten percent (5%) or more of our total consolidated assets or the total consolidated assets of such other company; and ·The director (or an immediate family member of the director) was, within the last three years, an officer, director or trustee of a charitable organization where our (or an affiliated charitable foundation’s) annual 13 Table of Contents discretionary charitable contributions to the charitable organization exceeded the greater of $1 million, or five percent (5%) of that organization’s consolidated gross revenues. “Affiliate” includes any person beneficially owning in excess of 10% of the voting power of, or a general partner or managing member of, a company. COMMITTEES OF THE BOARD OF DIRECTORS (as of the record date) Name Audit Compensation Nominating/ Corporate  Governance Strategic  Planning Kathleen R. Allen, Ph.D. • • + John P. Case • A. Larry Chapman • • Priya Cherian Huskins + • Thomas A. Lewis • Michael D. McKee • • Gregory T. McLaughlin • + • Ronald L. Merriman + • • • Member         + Chairperson   Audit Committee The Audit Committee of our Board of Directors was established in accordance with Section 10A-3 of the Exchange Act and is comprised of Dr. Allen and Messrs. Chapman, McLaughlin and Merriman (Chairman).  Our Board of Directors has determined that Messrs. Merriman and McLaughlin qualify as audit committee financial experts, as defined in Item 407(d) of Regulation S-K and that all members of the Audit Committee are financially literate under the current listing standards of the NYSE. All of the members of the Audit Committee are “independent” within the meaning of our director independence standards, which reflect the NYSE director independence standards, as discussed above, and the audit committee requirements of the SEC. Additionally, our Board of Directors has considered Mr. Merriman’s concurrent service on the audit committees of four public companies and has determined that such simultaneous service does not impair his ability to effectively serve as Chairman of our Audit Committee. The Audit Committee’s principal responsibilities include: ·Compliance with legal and regulatory requirements; ·The integrity of our financial statements; ·The appointment, approval and engagement of our independent registered public accounting firm, approval of any special assignments given to the independent registered public accounting firm and review of: oThe scope and results of the audit engagement with the independent registered public accounting firm, including the independent registered public accounting firm’s letters to the Audit Committee; oThe independence and qualifications of the independent registered public accounting firm; oThe effectiveness and efficiency of our internal accounting function; and oAny proposed significant accounting changes; and ·As necessary, meeting with the Compensation Committee regarding the performance goals for key financial, internal control and risk management personnel. Compensation Committee The Compensation Committee of our Board of Directors is comprised of Dr. Allen and Messrs. Chapman, McKee and McLaughlin (Chairman).  All of the members of the Compensation Committee are “independent” within the meaning of our director independence standards, which reflect the NYSE director independence standards as discussed above, are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, and are “outside directors” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. 14 Table of Contents The Compensation Committee’s principal responsibilities include: ·Establishing remuneration levels for our senior officers; ·Reviewing management organization and development; ·Reviewing significant employee benefits programs; and ·Establishing and administering executive compensation programs, including bonus plans, stock option and other equity-based programs, deferred compensation plans and any other cash or stock incentive programs. The Compensation Committee regularly reviews and approves our executive compensation strategies and principles to ensure that they (i) are aligned with our business strategies and objectives, (ii) encourage high performance, (iii) promote accountability and (iv) assure that employee interests are aligned with the interests of our stockholders. In addition, the Compensation Committee: ·Conducts an annual review of our compensation philosophy, including a review of our company-wide incentive programs to assess whether the incentive programs encourage desirable behavior as it relates to our long-term growth and reflect our risk management philosophies, policies and processes; ·Conducts an annual review of and approves the goals and objectives relating to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of our business strategies and performance and determines and approves the compensation of the Chief Executive Officer based on such evaluation; ·Conducts an annual review of and approves all compensation for all other senior officers (as such term is defined in Rule 16a-1 promulgated under the Exchange Act), all of our other employees and the employees of our subsidiaries with a base salary greater than or equal to $200,000; ·Reviews and approves all officers’ employment agreements and severance arrangements; ·Manages and annually reviews executive annual bonus and long-term incentive compensation; ·Manages and annually reviews employee pension and welfare benefit plans (including 401(k) and other plans); ·Sets performance metrics under all annual bonus and long-term incentive compensation plans as appropriate; and ·As necessary, meets with the Audit Committee and/or senior management regarding the role risk management plays in setting appropriate performance objectives and incentives. The Compensation Committee’s charter reflects these various responsibilities, and the Compensation Committee periodically reviews and revises its charter. To assist in carrying out its responsibilities, the Compensation Committee regularly receives reports and recommendations from the Chief Executive Officer and management, from outside independent compensation consultants it selects and retains and, as appropriate, in consultation with its own legal or other advisors, all in accordance with the authority granted to the Compensation Committee in its charter. To assist in its efforts to meet the objectives outlined above, the Compensation Committee has retained FPL Associates, LP, or FPL, a nationally-known executive compensation and benefits consulting firm specializing in real estate companies, to advise it on a regular basis on the amount and form of our executive compensation and benefit programs. During 2013, the Compensation Committee engaged the consultant to provide peer group compensation data, compensation and benchmarking analysis, general executive compensation consulting services, and to respond to any Compensation Committee member’s questions as further described in the “Compensation Discussion and Analysis” section. Additionally, during 2013 the Nominating and Corporate Governance Committee engaged FPL to review the competitiveness of the compensation program for non-employee directors. After review and consultation with FPL, the Compensation Committee assessed the independence of FPL in light of, among other factors, the independence factors established by the NYSE.  As a result of this assessment, the Compensation Committee has determined that FPL’s work raised no conflict of interest currently or during the year ended December 31, 2013.  Additionally, during 2013, advisory services were obtained from Latham & Watkins LLP and Hogan Lovells.  After review of the services performed and consultation with these law firms, the Compensation Committee assessed the independence of these firms in light of, among other factors, the independence factors established by the NYSE, and determined to continue directly or indirectly receive advice from these firms. 15 Table of Contents The Chief Executive Officer, as well as the President, Chief Operating Officer, annually assist in the review of the compensation of the other officers and members of senior management. The Chief Executive Officer makes recommendations with respect to salary adjustments, annual bonuses and restricted stock awards to the Compensation Committee based on his review of each executive’s performance in relation to the guidelines and metrics established at the commencement of the year, compensation for similar positions at peer companies and the company’s performance for that year. Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee of our Board of Directors is comprised of Ms. Huskins (Chairwoman) and Messrs. McKee and Merriman. All of the members of the Nominating/Corporate Governance Committee are “independent” within the meaning of our director independence standards, which reflect the NYSE director independence standards, as previously discussed. The Nominating/Corporate Governance Committee’s principal purpose is to provide counsel to our Board of Directors on the broad range of issues surrounding the composition and operation of the Board of Directors, including: ·Development and review of the qualifications and competencies required for membership on our Board of Directors; ·Reviewing and interviewing qualified candidates to serve on our Board of Directors; ·Structure and membership of the committees of our Board of Directors; and ·Succession planning for our executive management. The Nominating/Corporate Governance Committee also provides recommendations to the Board of Directors in the areas of committee selection and rotation practices, evaluation of the overall effectiveness of the Board of Directors and management, review of Board of Director compensation, and review and consideration of developments in corporate governance practices.  The Nominating/Corporate Governance Committee retains the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.  On an annual basis, the Nominating/Corporate Governance Committee solicits input from the full Board of Directors and conducts a review of the effectiveness of the operation of the Board of Directors and all committees thereof, including reviewing governance and operating practices and the Corporate Governance Guidelines for operation of the Board of Directors. Strategic Planning Committee The Strategic Planning Committee of our Board of Directors is comprised of Dr. Allen (Chairwoman), Ms. Huskins and Messrs. Case, Lewis, McLaughlin, and Merriman.  With the exception of Mr. Lewis and Mr. Case, our Chief Executive Officer, all of the other members of the Strategic Planning Committee are “independent” within the meaning of our director independence standards, which reflect the NYSE director independence standards as previously discussed.  The Strategic Planning Committee works with management to review initiatives designed to achieve continued growth and to enhance stockholder value.  The Strategic Planning Committee also assists management in looking beyond traditional quarterly and annual perspectives in considering our longer-term goals. Director Qualifications The director qualifications developed to date focus on what the Nominating/Corporate Governance Committee believes to be the essential competencies required to effectively serve on the Board of Directors.  In reviewing and considering potential nominees for the Board of Directors, the Nominating/Corporate Governance Committee looks at the following qualities, skills and attributes: ·Personal and professional integrity, ethics, values and absence of conflicts of interest; ·Experience in corporate governance, for example as an officer or former officer of a publicly-held company; ·Experience in our industry and a general business understanding of major issues facing public companies; ·Experience as a member of the board of directors of another publicly-held company; ·Ability to fairly and equally represent all stockholders of the company and time to devote to being a director; 16 Table of Contents ·Practical and mature business judgment, including the ability to make independent analytical inquiries and function effectively in an oversight role; ·Academic expertise in an area of our operations and achievement in one or more applicable fields; ·Background in financial and accounting matters; and ·Diversity in terms of background, expertise, perspective, age, gender and ethnicity. Identifying and Evaluating Nominees for Directors The Nominating/Corporate Governance Committee identifies nominees for directors by first evaluating the current members of our Board of Directors willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating/Corporate Governance Committee’s criteria for Board of Directors service are re-nominated. As to new candidates, the Nominating/Corporate Governance Committee will generally poll members of our Board of Directors and members of management for their recommendations. The Nominating/Corporate Governance Committee has in the past retained a search firm to assist with identifying new candidates for membership on our Board of Directors, and in the future may hire a search firm if deemed appropriate. An initial slate of candidates will be presented to the chairwoman of the Nominating/Corporate Governance Committee, who will then make an initial determination as to the qualification and fit of each candidate. Final candidates will be interviewed by one or more members of the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will then approve final director candidates and, after review and deliberation of all feedback and data, will make its recommendation to our Board of Directors. Recommendations received from stockholders will be considered and processed and are subject to the same criteria as are candidates nominated by the Nominating/Corporate Governance Committee. Stockholder Recommendations The Nominating/Corporate Governance Committee’s policy is to consider candidates recommended by stockholders. The stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board of Directors and how the candidate satisfies our Board of Directors’ criteria. The stockholder must also provide such other information about the candidate as would be required by the SEC rules to be included in a proxy statement and as is required by our Bylaws. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the recommendation. The stockholder must submit proof of Realty Income stockholdings and must also comply with the advance notice provisions of our Bylaws. All communications are to be directed to the chairwoman of the Nominating/Corporate Governance Committee, c/o Corporate Secretary, Realty Income Corporation, 600 La Terraza Boulevard, Escondido, CA  92025-3873. Recommendations received before October 22, 2014 or after November 21, 2014 (more than 150 days or less than 120 days prior to the first anniversary of the date of the Proxy Statement for the previous year’s annual meeting of stockholders) will not be considered timely for consideration at next year’s annual meeting of stockholders. See “Stockholder Proposals for 2015 Annual Meeting” in this Proxy Statement. Properly submitted stockholder recommendations will be evaluated by the Nominating/Corporate Governance Committee using the same criteria used to evaluate other director candidates. Board Leadership/Non-Executive Independent Chairman of the Board   The Nominating/Corporate Governance Committee also evaluates the Board of Directors leadership structure. Since 1997, the positions of Non-Executive Chairman of the Board of Directors and Chief Executive OfficerCEO have been separatedseparate in recognition of the differences between the two roles. Mr. McKee serves as our Non-Executive Chairman of the Board of Directors and presides as lead Independent Director,independent director, while Mr. Case serves as our Chief Executive Officer.CEO. The Board of Directors believes this is the most appropriate structure at this time because it enables the independent directors to participate meaningfully in the leadership of our Board of Directors while utilizing most efficiently the leadership skills of both Mr.Messrs. McKee and Mr. Case. In addition, separating the roles of Non-Executive Chairman and Chief Executive OfficerCEO allows our Non-Executive Chairman to serve as a liaison between the Board of Directors and executive management, while providing our Chief Executive OfficerCEO with the flexibility and focus needed to oversee our operations.   Board Risk Oversight   Our Board of Directors has overall responsibility for risk oversight with a focus on the more significant risks facing us.our company. The Board of Directors reviews and oversees our enterprise risk management or ERM, 17 Table of Contents (ERM) program, which is a company-wide program designed to enable effectiveeffectively and efficient identification ofefficiently identify and managementassess management’s visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making. The ERM program was established todoes this by clearly define risk management rolesdefining risks facing the company and responsibilities, bringbringing together seniorexecutive management to discuss risk, promotethese risks. This promotes visibility and constructive dialogue around risk at the seniorexecutive management and Board of Director levels, and facilitatefacilitates appropriate risk response strategies. DuringThroughout the year, as part of the ERM program, management and the Board of Directors jointly discuss major risks that they feel face our business. In addition to the overall risk oversight that our Board of Directors provides, each of our committees exercises its own oversight related to the risks associated with the responsibilities of that committee: ● The Audit Committee oversees our risk policies and processes relating to the financial statements and financial reporting procedures, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, internal controls, policies and procedures for monitoring and mitigating those risks; ● The Compensation Committee monitors the risks associated with management resources and structure, including evaluating the effect the compensation structure may have on risk decisions; ● The Nominating/Corporate Governance Committee oversees the risk related to our governance structure and processes and risks arising from related party transactions; and ● The Technology Risk Committee monitors the risks associated with the company’s technology and information systems. Realty Income|2017 Proxy Statement 17 Board of Directors and Corporate Governance By dividing responsibilities as such, the Board of Directors believes it can more effectively identify and address risk. Throughout the year, the Board of Directors, and the committees to which it has delegated responsibility, dedicatededicates a portion of their meetings to review and discuss specific risk topics in greater detail.  Strategic and operational risks are presented and discussed in the context of the Chief Executive Officer’s report on operations to the Board of Directors at regularly scheduled Board of Directors meetings and at presentations to the Board of Directors and its committees by senior management.  The Board of Directors has delegated responsibility for the oversight of specific risks to Board of Directors committees as follows:   ·The Audit Committee oversees our risk policies and processes relating to the financial statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, internal controls, policies and processes for monitoring and mitigating those risks; ·The Strategic Planning Committee monitors the risks associated with meeting long-term goals, including evaluating the impact that future initiatives may have on risk decisions; ·The Nominating/Corporate Governance Committee oversees the risk related to our governance structure and processes and risks arising from related party transactions; and ·The Compensation Committee monitors the risks associated with management resources and structure, including evaluating the effect the compensation structure may have on risk decisions. Compensation Risk Assessment   The Compensation Committee reviews our company-wide incentive programs to assess whether the incentive programs for all employees, including our named executive officers, encourage desirable behavior as it relates to our long-term growth, and reflect our risk management philosophies, policies and processes. Named Executive Officers.The total compensation of our executive officers is established after consideration ofthe Compensation Committee determines the appropriate performance metrics and is compared to best align the company’s peer group by the Compensation Committee.interests of management with those of our stockholders. The short-term incentive program metrics include absoluteare based on financial, operational, and individual goals. The long-term incentive program metrics are primarily based on our TSR performance relative performance, single year and multi-year performance andto our peers, a diversification and balance of metrics across financial, portfolio and value creation goal, and secondarily based on financial and operational goals. In addition, as previously discussed, we have adopted a clawback policy that enables us to recover incentive compensation awards in the event of negligence or misconduct directly related to a material restatement of our financial results, or miscalculated performance metrics that, if calculated correctly, would have resulted in a lower payment.   In addition to the compensation awarded to management, which is authorized by the Compensation Committee, management monitors incentive awards made to our staff and reviews those awards in light of the risks to which we may be subject. Our investor relations team receives bonuses based on their communications with financial advisors, and their time is monitored and approved by the Vice President, Corporate Communications. Our portfolio management team receives bonuses based on the re-leasing and sales of properties in our portfolio. All of these transactions are approved by the Executive Vice President, Portfolio Management. We do not believe that the compensation programs give rise to any risks that are reasonably likely to have a material adverse effect on us.  Non-management employees are largely compensated on a fixed salary basis.  Any additional bonuses or otherOther Employees.Non-named executive officer employee compensation awards are unlikely to encourage the taking of unnecessary or excessive risks that could threaten long-term value creation. Management monitors the cash and equity incentive awards made to our long-term value.employees and reviews those awards in light of the potential risks relative to the control environment, each respective employee’s responsibilities, and the general policies and procedures of our company. The Compensation Committee has sought to align the interests of our employees with that of our stockholders through grants of restricted stock awards, thereby giving employees additional incentives to protect and align with our long-term value.  In addition, as discussed above, wevalue creation. Based on its evaluation, the Compensation Committee does not believe that the compensation programs give rise to any risks that are reasonably likely to have adopted a clawback policy that enables us to recover incentive compensation awards in the event of negligence or misconduct directly related to a material restatement ofadverse effect on our financial or operating results or miscalculated performance metrics that, if calculated correctly, would have resulted in a lower payment.company.   Meetings and Attendance   Our Board of Directors met 2214 times during 2013. In 2013, the Audit Committee met seven times, the Compensation Committee met eleven times, the Nominating/Corporate Governance Committee met six times and the Strategic Planning Committee met three times.2016. All directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors while they were on our Board of Directors, and (ii) the total number of meetings of the committees of our Board of Directors on which such 18 Table of Contents directors served. Although we have no policy with regard to Board of Director members’ attendance at our annual meeting of stockholders, it is customary for, and we expect, all Board of Director members to attend. All of our directorsBoard of Director members, with the exception of Mr. Merriman, attended the 2013our 2016 annual meeting of stockholders.   To ensure free and open discussion among the independent directors, only independent directors attend executive sessions of our Board of Directors and Committee meetings. As the non-executiveNon-Executive Independent Chairman of our Board of Directors, Mr. McKee presided at each of the five executive sessions held during 2013.2016.   Communications with the Board   Stockholders and other interested parties may communicate with the chairmanNon-Executive Chairman of our Board of Directors or with the non-employee directors, as a group, by sending an email to mpfeiffer@realtyincome.com or by regular mail addressed to the Chairmaneither of the Board of Directors, c/o the Corporate Secretary, Realty Income Corporation, 600 La Terraza Boulevard, Escondido, CA  92025-3873. following methods: Email: Mail: Non-Executive Chairman of the Board of Directors Non-Executive Chairman of the Board of Directors c/o Corporate Secretary c/o Corporate Secretary mpfeiffer@realtyincome.com Realty Income Corporation 11995 El Camino Real San Diego, CA 92130 All appropriate correspondence will be promptly forwarded promptly by the Corporate Secretary to the chairmanNon-Executive Chairman of our Board of Directors.   18 Realty Income|2017 Proxy Statement Director Compensation On an annual basis, the Nominating/Corporate Governance Committee is responsible for reviewing the compensation of the Company’s Directors for 2013 Board of Directors. Compensation for our Independent Directors during 2013 consisted of an annual retainer, an additional retainer for acting as Chair of one of our Board’s committees, committee meeting fees, and an annual equity award.  2013 fees included (i) an annual retainer of $15,000 for each Board of Director member, other than the chairmanindependent directors of our Board of Directors whoduring 2016 consisted of an annual cash retainer and an additional cash retainer for acting as the Non-Executive Chairman or Chairperson of one of the committees of our Board of Directors as set forth below. In addition, each independent director receives an annual equity retainer based on a $35,000 annual retainer, (ii) an Audit Committee chair retainerfixed number of $18,000, (iii) a Compensation Committee chair retainer of $15,000, (iv) a Nominating/Corporate Governance Committee chair retainer of $10,000 and (v) a Strategic Planning Committee chair retainer of $10,000.shares provided for in the 2012 Incentive Award Plan. Lastly, independent directors receive Board of Director and committee meeting fees areof $1,000 per meeting attended in person and $500 for telephonic attendance.           POSITION HELD   ANNUAL EQUITY GRANT (IN SHARES)(1)   ANNUAL CASH RETAINER Board of Directors – Member (including Non-Executive Chair)   4,000   $15,000   Board of Directors – Non-Executive Chair   —   35,000 Audit Committee Chair   —   18,000 Compensation Committee Chair   —   15,000 Nominating/Corporate Governance Committee Chair   —   10,000 Technology Risk Committee Chair   —   10,000 (1) The value of the annual equity retainer is variable, based on the closing share price on the date of grant.   Both Mr. Lewis and Mr. Case are directors who were also members of management during 2013, and as non-independent employee directors, do not receive any compensation for serving as members of our Board of Directors or any of its committees. Our non-employee directors received the following aggregate amounts of compensation for the year ended December 31, 2013:2016:                          Name   Fees earned or paid in cash   Stock awards(1)   All other compensation(2)   Total     Kathleen R. Allen, Ph.D.(3)   $ 55,500   $ 208,120   $          -   $ 263,620     John P. Case(4)   -   -   -   -     Priya Cherian Huskins(3)   46,500   208,120   -   254,620     Thomas A. Lewis(4)   -   -   -   -     Michael D. McKee(3)   76,000   208,120   -   284,120     Gregory T. McLaughlin(2)(3)   60,500   208,120   10,000   278,620     Ronald L. Merriman(3)   60,000   208,120   -   268,120     A. Larry Chapman(3)   42,000   208,120   -   250,120   (1)On May 7, 2013, the date of our 2013 Annual Meeting of Stockholders, each non-employee director received 4,000 shares of restricted stock with a grant date fair value of $208,120, which is calculated by multiplying the 4,000 shares by the closing market price of our common stock on May 7, 2013 of $52.03, as prescribed by Accounting Standards Codification Topic 718.  All of these stock grants vest according to the vesting schedule described below under “Stock Awards for Directors” and all shares, including shares of restricted stock, are paid dividends from the date of grant. (2)Amounts represent the annual retainer of $10,000 for serving as the director of Crest Net Lease, Inc., or Crest, a wholly owned subsidiary of Realty Income. (3) ��              As of December 31, 2013, the non-employee directors did not hold any stock options, but held the following number of shares of unvested restricted stock:                           NAME   FEES EARNED OR PAID IN CASH   STOCK AWARDS(1)   ALL OTHER COMPENSATION(2)   TOTAL   Kathleen R. Allen, Ph.D.(3)   $ 42,000     $    250,000     $ —     $ 292,000   John P. Case(4)     —       —       —       —   A. Larry Chapman(3)     32,500       250,000       —       282,500   Priya Cherian Huskins(3)     48,500       250,000       —       298,500   Michael D. McKee(3)     76,500       250,000       —       326,500   Gregory T. McLaughlin(3)     36,000       250,000       10,000       296,000   Ronald L. Merriman(3)     48,000       250,000       —       298,000   Stephen E. Sterrett(3)     32,000       250,000       —       282,000     (1) NameOn May 17, 2016, the date of our 2016 Annual Meeting of Stockholders, each non-employee director received 4,000 shares of restricted stock with a grant date fair value of $250,000, which is calculated by multiplying the 4,000 shares by the closing market price of our common stock on May 17, 2016 of $62.50, as prescribed by Accounting Standards Codification Topic 718. All of these restricted stock grants vest according to the vesting schedule described below under “Stock Awards for Directors” and include dividends paid from the date of grant. (2) Amount represents the annual retainer of $10,000 for serving as the director of Crest Net Lease, Inc. (Crest), a wholly owned subsidiary of Realty Income. (3) SharesAs of December 31, 2016, the non-employee directors did not hold any stock options. Messrs. Chapman and Sterrett each held 8,001 shares of unvested restricted stock held at December 31, 2013stock. (4) Kathleen R. Allen, Ph.D. - Priya Cherian Huskins 8,001 Michael D. McKee - Gregory T. McLaughlin 8,001 Ronald L. Merriman 7,334 A. Larry Chapman 9,334 Mr. Case, our Chief Executive Officer and Director, did not receive any compensation for his services on our Board of Directors or as a director of Crest during 2016. His compensation is reflected as part of the “Summary Compensation Table” on page 39.   19 Table of Contents (4)Mr. Case, our Chief Executive Officer, and Mr. Lewis, our former CEO and current Director, did not receive any compensation for their services on our Board of Directors or as a directors of Crest during 2013.  Their compensation is reflected as part of the “Summary Compensation Table” on page 40. Stock Awards for Directors   The 2012 Incentive Award Plan provides that typically, upon the initial election to our Board of Directors, and at each annual meeting of stockholders thereafter, if the director continues to serve as a director after the meeting, each non-employee director is automatically granted 4,000 shares of restricted stock. This annual equity grant of 4,000 shares is specifically provided for in the 2012 Incentive Award Plan, which has been approved by our stockholders. The vesting schedule for restricted shares granted to non-employee directors is as follows:follows and is subject to the director’s continued service through each applicable vesting date: YEARS OF SERVICE VESTING < 6 years 33.33% increments on each of the first three anniversaries of the grant date 6 years 50% increments on each of the first two anniversaries of the grant date 7 years 100% vested on the first anniversary of the grant date ≥ 8 years Immediately   Realty Income|2017 Proxy Statement 19 ·For directors with less than six years of service at the date of grant, shares vest in 33.33% increments on each of the first three anniversaries of the date the shares of stock are granted;Director Compensation   ·For directors with six years of service at the date of grant, shares vest in 50% increments on each of the first two anniversaries of the date the shares of stock are granted; ·For directors with seven years of service at the date of grant, shares are 100% vested on the first anniversary of the date the shares of stock are granted; and ·For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted. Other Payments for Directors   The members of our Board of Directors are also entitled to reimbursement of their travel expenses incurred in connection with attendance at Board of Director and committee meetings and conferences, in accordance with our travel policy.conferences. Additionally, the members of our Board of Director membersDirectors are reimbursed for expenses incurred in connection with attending continuing education programs to assist them in remaining abreast of developments in corporate governance and other critical issues relating to the operation of public company boards.   Director Stock Ownership Guidelines   Our non-employee directors are subject to stock ownership guidelines. Under these guidelines, each non-employee director will be required, within five years of January 1, 2013, to hold stock valued at no less than five times the amount of the annual cash retainer paid to such director for service as a member of the Board of Directors, without reference to committee service. ForThe current stock ownership goal for each of our non-employee directors the stock ownership goal was determined usingis five times their annual cash retainers as of January 1, 20132017 of $15,000, or $75,000, divided by the closing price of our common stock as of December 31, 20122016 of $40.21,$57.48, which equals a minimum share ownership requirement of 1,8651,305 shares.   All vested and unvested restricted stock awards qualify towards satisfaction of the requirement. For any new director, compliance with the guidelines will be required within five years after being elected to the Board of Directors. As of January 1, 2014,December 31, 2016, each director subject to the guidelines met or exceeded the stock ownership requirements.   Stock ownership guidelines for our executive officers, including Messrs. Case and Lewis, are described below under “Executive Compensation — Compensation Discussion and Analysis — Executive Stock Ownership Requirements.” 20 Realty Income|2017 Proxy Statement   EXECUTIVE OFFICERS OF THE COMPANY Executive Officers of the Company   The following table sets forth certain information as of the record date of March 6, 20149, 2017 concerning our executive officers: NAME AND CURRENT NameAGE  TitleBUSINESS EXPERIENCE  Age TITLE John P. Case Chief Executive Officer and Director 53 50 Mr. Case’s business experience is set forth in this Proxy Statement under “Director Nominees” on page 8. Gary M. Malino Sumit Roy President and Chief Operating Officer 47 Mr. Roy has been our President since November 2015 and our Chief Operating Officer 56 Sumit Roy since October 2014. He served as Executive Vice President, Chief Investment Officer 44 from October 2013 to November 2015. Prior to that, he served as Executive Vice President, Acquisitions from March 2013 to October 2013, after being promoted from his prior role as Senior Vice President, Acquisitions from September 2011 to February 2013. Prior to joining us in September 2011, Mr. Roy was an Executive Director, Global Real Estate, Lodging & Leisure for UBS Investment Bank. Mr. Roy has also held positions at Merrill Lynch, and at Cap Gemini Ernst & Young LLP. Paul M. Meurer Executive Vice President, Chief Financial Officer and Treasurer 51 Mr. Meurer has been our Executive Vice President, Chief Financial Officer and Treasurer 48 since joining us in 2001. Prior to joining us, he was a director in Merrill Lynch & Co.’s Real Estate Investment Banking Group (1992-2001), a real estate consultant with General Atlantic Partners (1991) and worked in the Real Estate Investment Banking Department at Goldman Sachs & Co. (1987-1990). Michael R. Pfeiffer Executive Vice President, General Counsel and Secretary 56 Mr. Pfeiffer has been our Executive Vice President, General Counsel and Secretary 53 since May 2002. He joined us in 1990 and served as Corporate Counsel until 1995, when he was named General Counsel and Secretary. Mr. Pfeiffer left us in September 2001 and served as Executive Vice President and General Counsel for Westfield Corporation, Inc., a retail shopping mall owner, until May 2002, at which time he returned to us as Executive Vice President, General Counsel and Secretary. Prior to joining us, Mr. Pfeiffer was in private practice with a law firm specializing in real estate transactional law and served as associate counsel with First American Title Insurance Company. He is a licensed attorney and member of the State Bar of California and Florida. Mr. Pfeiffer is a licensed Real Estate Broker in California and holds the real estate officer license for us. Richard G. Collins Neil M. Abraham Executive Vice President, Chief Investment Officer 45 Mr. Abraham has been our Executive Vice President, Chief Investment Officer since November 2015. Prior to that, he was our Senior Vice President, Investments, a position he held from April 2015 to November 2015. Prior to joining us, Mr. Abraham was a Portfolio Manager for equity and mortgage REITs at Alliance Bernstein – Global Equities in New York (2007-2015). Prior to joining Alliance Bernstein, he held positions as Associate Principal for McKinsey & Company, and Vice President, Fixed Income Derivatives at Salomon Brothers (later Citigroup). Realty Income|2017 Proxy Statement 21 Executive Officers of the Company NAME AND CURRENT AGE BUSINESS EXPERIENCE TITLE Benjamin N. Fox Senior Vice President, Asset and Portfolio Management 37 Mr. Fox has been our Senior Vice President, Asset and Portfolio Management since 2015. Prior to that, he was our Vice President, Asset Management, a position he held from 2013 to 2015. He joined us in 2007 and served as Acquisitions Director before being promoted to Associate Vice President in 2009, and then to Vice President of Strategic Investments in 2011. Prior to joining us, Mr. Fox worked in investment banking at JPMorgan and in merchant banking at Cappello Capital. Robert J. Israel Senior Vice President, Research 57 Mr. Israel has been our Senior Vice President, Research since 2006. He joined us in 1997 and served as Senior Research Director, Associate Vice President and Vice President of Research prior to being promoted to his current position. Prior to joining us, Mr. Israel was a Vice President of corporate banking for First National Bank and a Corporate Banker for City National Bank. Dawn Nguyen Senior Vice President, Portfolio Management 54 Ms. Nguyen has been our Senior Vice President, Portfolio Management 65 Robert J. Israel Senior since 2015. Prior to that, she was our Vice President, Portfolio Management, a position she held from 2007 to 2015. She joined us in 2001 as an Associate Vice President, Research 54 before transitioning to the Portfolio Management department as a Director in 2005. Prior to joining us, Ms. Nguyen was a financial and real estate consultant for KPMG and Arthur Andersen, and a commercial lending officer at Bank of America and Citigroup. Laura S. King Sean P. Nugent Senior Vice President, Assistant General Counsel and Assistant Secretary Controller 44 52 Greg J. Fahey Mr. Nugent has been our Senior Vice President, Controller 53 since January 2017. Prior to that, he was our Vice President, Controller, a position he held from 2014 to December 2016. He joined us in 2006 and served as Accounting Manager before being promoted to Associate Vice President, Assistant Controller, in 2012. Prior to joining us, Mr. Nugent worked in various accounting positions for a number of San Diego companies. Mr. Nugent is a licensed Certified Public Accountant in California. Debra M. Bonebrake Joel W. Tomlinson Senior Vice President, Acquisitions 40 Mr. Tomlinson has been our Senior Vice President, Industrial, DistributionAcquisitions since 2015. Prior to that, he was our Vice President, Senior Director of Acquisitions, a position he held from 2011 to 2015. He joined us in 1999 and Office Properties worked in a variety of capacities, including as an Acquisitions Director and Manager in the Portfolio Management Group. Mr. Tomlinson left us in 2006 to work in the franchise finance group at Merrill Lynch Capital. Subsequent to that, Mr. Tomlinson served as Senior Acquisitions Director for Cole Real Estate Investments, a net lease financing firm, until 2010, at which time he returned to us as Associate Vice President and Director of Acquisitions. Cary J. Wenthur Senior Vice President, Acquisitions 53 54 Mr. Wenthur has been our Senior Vice President, Acquisitions since 2015. Prior to that, he was our Vice President, Acquisitions, a position he held from 2003 to 2015. He joined us in 1997 as an Acquisitions Director. Prior to joining us, Mr. Wenthur was a Vice President and Loan Officer at a bank and an Appraiser and Loan Officer for a real estate company.   22 Realty Income|2017 Proxy Statement 20 Table of ContentsExecutive Compensation   Executive Officer Biographies John Case’s biographical information is set forth above under Board of Director Biographies. Gary M. Malino is our President, Chief Operating Officer, a position he has held since September 2001.  He joined us in 1985 and served in various executive positions until 1994 when he was named Chief Financial Officer and Treasurer. Prior to joining Realty Income, he was a certified public accountant for a Los Angeles based accounting firm (1981-1985) and assistant controller with McMillin Development Company, a real estate development company (1979-1981). Sumit Roy is our Executive Vice President, Chief Investment Officer, a position he has held since October 2013.  He was Executive Vice President, Acquisitions, from March 2013 to October 2013.  From September 2011 to February 2013, he was our Senior Vice President, Acquisitions.  Prior to joining us, Mr. Roy was an Executive Director, Global Real Estate, Lodging & Leisure, for UBS Investment Bank in New York (UBS).  Prior to working at UBS, Mr. Roy was a Manager in the Corporate Finance Group at Meadwestvaco (2003-2004), an Associate in the Technology Investment Banking Group at Merrill Lynch (2001-2003), and a Principal at Cap Gemini (1994-1999). Paul M. Meurer is our Executive Vice President, Chief Financial Officer and Treasurer, positions he has held since joining us in 2001. Prior to joining us, he was a director in Merrill Lynch & Co.’s Real Estate Investment Banking Group (1992-2001), a real estate consultant with General Atlantic Partners (1991) and worked in the Real Estate Investment Banking Department at Goldman Sachs & Co. (1987-1990). Michael R. Pfeiffer is our Executive Vice President, General Counsel and Secretary, positions he has held since May 2002. He joined us in 1990 and served as Corporate Counsel until 1995, when he was named General Counsel and Secretary. Mr. Pfeiffer left us in September 2001 and served as Executive Vice President and General Counsel for Westfield Corporation, Inc., a retail shopping mall owner, until May 2002, at which time he returned to us as Executive Vice President, General Counsel and Secretary. Prior to 1990, Mr. Pfeiffer was in private practice with a law firm specializing in real estate transactional law and served as associate counsel with First American Title Insurance Company. He is a licensed attorney and member of the State Bar of California and Florida. Mr. Pfeiffer is a licensed Real Estate Broker in California and holds the real estate officer license for us. Richard G. Collins is our Executive Vice President, Portfolio Management, a position he has held since August 2005. Prior to becoming Executive Vice President, Portfolio Management, Mr. Collins served as the President of our subsidiary, Crest. He joined us in 1990 and has served in a variety of positions, including Vice President, Portfolio Management and Senior Vice President, Portfolio Acquisitions. Prior to joining us, he was involved as a principal in the acquisition and sale of land and commercial real estate, as a general partner for land and commercial real estate partnerships (1979-1990) and as a leasing and sales specialist in the Office Properties Division for Grubb & Ellis Commercial Real Estate Services (1974-1979). Robert J. Israel is our Senior Vice President, Research, a position he has held since 2006.  He joined us in 1997 and served as Senior Research Director, Associate Vice President and Vice President of Research prior to being promoted to his current position.  Prior to joining us, Mr. Israel was a Vice President of corporate banking for First National Bank and a Corporate Banker for City National Bank. Laura S. King is our Senior Vice President, Assistant General Counsel and Assistant Secretary, positions she has held since December 2008.  From November 1998 to December 2008, she was our Vice President, Assistant General Counsel and Assistant Secretary.  She joined us in 1985 and held various investor services and legal positions until her promotion to Vice President, Assistant General Counsel in 1998.  Prior to joining us, Ms. King held various accounting positions with Southern California Savings and Loan Associations.  She is a licensed attorney and member of the State Bar of California. Greg J. Fahey is our Senior Vice President, Controller, a position he has held since January 2013.  From April 1998 to January 2013, he served as Vice President, Controller.  He joined us in January 1986 and served in a variety of accounting positions prior to becoming Vice President, Controller in 1998.  Prior to joining us, Mr. Fahey gained experience as an accountant, loan officer and mortgage broker.  He is accredited as a Certified Management Accountant. 21 Table of Contents Debra M. Bonebrake is our Senior Vice President, Industrial, Distribution and Office Properties, a position she has held since March 2014.  Prior to joining us, Ms. Bonebrake was a Managing Director at Prologis.  During her 18 years at Prologis (1995-2013), Ms. Bonebrake was responsible for the development and operation of the company’s property management platform.  More recently, Ms. Bonebrake had executive oversight for a business transformation project that delivered an integrated global operating platform to the organization.  Prior to her time at Prologis Ms. Bonebrake was the Director of Operations at Paragon Group, Inc. (1989-1995). EXECUTIVE COMPENSATION Compensation Discussion and Analysis   This Compensation Discussion and Analysis section discusses the compensation policies and programs for the company’sfollowing executive officers includingof the company (the named executive officers as such term is defined in the Summary Compensation Table in this Proxy Statement. The Compensation Committee administers the compensation policies and programs for our executive officers and certain other officers. The Compensation Committee regularly reviews and approves our executive compensation principles and programs to ensure that they are aligned with our business strategies and objectives, encourage high performance, promote accountability, minimize risk taking, and assure that management’s interests are aligned with the interests of our stockholders.or NEOs):   Executive Summary NAME CURRENT TITLE John P. Case Chief Executive Officer Sumit Roy President and Chief Operating Officer Paul M. Meurer Executive Vice President, Chief Financial Officer and Treasurer Michael R. Pfeiffer Executive Vice President, General Counsel and Secretary Neil M. Abraham Executive Vice President, Chief Investment Officer   2013 was an eventful year for Realty Income Corporation.   There were two significant events that occurred during the year that were outside the ordinary course of business and that had an impact on the annual compensation of our named executive officers.  These events included the acquisition of ARCT which dramatically increased the size of our company at the very start of the year, and triggered a change to our peer group due to a significant increase in our total market capitalization and real estate portfolio.  Additionally, after 17 years, Tom Lewis, retired as CEO in September 2013 and John Case, our prior Executive Vice President, Chief Investment Officer, was promoted to CEO. As a result of this shift in leadership, equity-based awards were granted to Mr. Case as compensation for his promotion and Mr. Lewis’ 2013 performance compensation was awarded during 2013, as opposed to January of the following fiscal year when we customarily award performance compensation. It is important to understand these items and the impact of these non-recurring payments and awards on 2013 executive compensation and its comparability to prior years compensation as you read through the following executive compensation discussion.Summary   The primary objectives of the company’sour compensation program are to: ü      Align the interests of management with those of the stockholders; ü      Link executive compensation to the company’s short-term and long-term performance; and ü      Attract, motivate and retain highly qualified executive officers through competitive compensation arrangements. We continue to adhere to best in class compensation and corporate governance practices as set forth in the following table: WHAT WE DO: WHAT WE DO NOT DO: ü DO align pay to performance by linking a substantial portion of compensation to the achievement of predefined performance metrics that drive stockholder value creation X Do NOT allow for uncapped award opportunities ü DO cap payouts for awards under our Short-Term Incentive Program (STIP) and our Long-Term Incentive Program (LTIP) X Do NOT provide any perquisites to our named executive officers ü DO set meaningful and measurable performance goals at the beginning of the performance period and evaluate such performance over both an annual and multi-year period on a relative basis X Do NOT permit executives officers or directors to pledge or hedge our securities ü DO maintain stock ownership requirements for our directors, CEO, and other named executive officers X Do NOT incentivize excessive risk taking ü DO perform an annual compensation risk assessment to ensure our compensation programs and policies do not encourage excessive risk taking behavior X Do NOT pay accrued dividends on performance shares unless and until they vest ü DO allow for the Board to “clawback” incentive compensation in the event of certain financial restatements or incentive miscalculations X Do NOT provide our named executive officers with tax gross-ups on perquisites or other benefits ü DO employ the services of an independent compensation consultant X Do NOT provide for excise tax gross ups ü DO grant performance-based equity, which is “at-risk” and not guaranteed X Do NOT provide supplemental or other retirement plans, other than a 401(k) plan Realty Income|2017 Proxy Statement 23 Executive Compensation 2016 Performance Prior to reviewing the compensation program and earned amounts for our named executive officers, it is important to review and acknowledge the company’s performance for the year. The company achieved solid growth and strong operating and financial performance in 2016. Here are some key highlights: 2016 Highlights: Resulted in the following 2016 Achievements: We sourced $28.5 billion in real estate acquisition opportunities and closed on a company-record $1.86 billion in acquisitions. 5.1%AFFO per Share Increase(1) Our acquisitions further diversified the portfolio and improved our tenant credit quality, which enhanced the stability of our revenue. Moody’s and S&P raised their outlook on our Baa1/BBB+ credit ratings to “Positive,” recognizing the growing strength of our credit profile. We raised $573 million in common equity capital, at attractive pricing. Additionally, with one of the highest credit ratings in the REIT industry, we issued $600 million in 10-year unsecured debt at the lowest yield for debt of this term in our company’s history. 5.3%Increase in Dividends Paid per Share During 2016 We achieved a high level of year-end occupancy of 98.3%, while recapturing 105% of expiring rent on properties re-leased during the year. We increased the dividend six times throughout the year, and again in February 2017, growing the dividend by 6% compared to February 2016. 16.0% Total Stockholder Return We continued to capitalize on the scalability and efficiency of our business platform, with G&A expense as a percentage of rental revenue at 4.9%, the lowest in our history and the lowest amongst our net lease peers. We also achieved $1.13 net income per share. (1) For a calculation of Adjusted Funds from Operations (AFFO) per share, see page 47 of our Annual Report on Form 10-K filed with the SEC on February 23, 2017, which also includes a GAAP reconciliation of net income available to common stockholders to this non-GAAP measure. The company’s performance results are a significant contributor in determining the compensation awarded to our executives. Our compensation program is structured to effectively link compensation to the achievement of certain company performance metrics in order to create alignment with the interests of management with thoseour stockholders. We believe our performance in 2016 demonstrates the effectiveness, over time, of the stockholders,execution of our strategic business plan, and the alignment of our compensation program with our philosophy to link executive compensation to company performance, and to attract, motivate and retain Realty Income’s executive officers through competitive compensation arrangements that, within appropriate risk parameters, provide strong financial incentivesreward executives for executives to maximizeenhancing long-term stockholder value.   2013 Strong PerformanceStrategic Planning   Realty Income delivered extraordinary operating performance resultsOur goal is to continue managing the company in 2013, includinga manner that supports sustainable, long-term value creation for stockholders. In 2016, the following accomplishments:Board of Directors and the company’s named executive officers completed an in-depth strategic review of each facet of our business, focusing on the long-term vision for our company. While discussion of the company’s strategy is frequently a part of regularly scheduled Board meetings, this dedicated strategic review allowed the Board to further assess potential opportunities and threats to the business to properly position the company to continue to perform in the future. Additional members of management and outside experts were invited to participate in discussions on topics such as disruptive technologies, changing demographics, the macroeconomic and political landscape, and their implications for our company. We will continue to incorporate similar strategic reviews in our Board meetings and strive to stay in front of emerging trends by making adjustments to our strategy as needed. 24 Realty Income|2017 Proxy Statement Executive Compensation   ·Increased Monthly Dividend. Increased monthly dividends paid per common share in 2013 five times for a year over year increase of 21.2% to $2.147 per share in 2013 from $1.772 per share for 2012, which is the largest increase in our company’s historyFavorable Say-on-Pay Vote and is over 16x greater than the average of the per share dividend increase during the last 3 years. ·Increased FFO per share.Stockholder Engagement  Achieved a 19.4% increase in FFO per share for 2013 compared to 2012 and a 19.3% increase in normalized FFO per share for 2013 compared to 2012.  These represent the largest increases in our company’s history. ·Increased FFO. Achieved a 72.1% increase in FFO for 2013 compared to 2012. Achieved a 71.9% increase in normalized FFO available to common stockholders for 2013 compared to 2012.  Refer to page 49 of our Form 10-K for the year ended December 31, 2013 for a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO and normalized FFO. ·Record Acquisitions. Recorded a record year for new property acquisitions as we invested $4.7 billion in real estate, including $3.2 billion of real estate acquired in January in connection with the acquisition of ARCT and an additional $1.5 billion invested in 459 new properties and properties under development or expansion at an initial lease yield of 7.1%. 22 Table of Contents ·Improved Credit Quality and Diversification of Revenues. We made progress on our strategic initiatives of improving the credit quality of our revenue stream and diversifying our portfolio to include non-retail properties, whereby 65% of the revenues generated by our 2013 investments in real estate are from investment grade tenants and 16% of the investments are in non-retail properties. ·Maintained a Very High Occupancy Rate.  At December 31, 2013, we had 70 properties available for lease out of 3,896 properties in our portfolio, which represents a 98.2% occupancy rate. ·Access to Capital. Accessed the capital markets to raise approximately $4.0 billion in gross capital during 2013. This new capital consisted primarily of approximately $3.2 billion of common equity and also included approximately $820.0 million of debt. This capital raising activity allowed us to fund our acquisitions during 2013. ·Increased Capacity on Credit Facility.  We expanded our credit facility to a capacity of $1.5 billion, providing us with ample access to funds which allows us to pursue additional real estate investment opportunities.  Throughout the year, we maintained a conservative capital structure with debt as a percentage of total market capitalization of 33.2% at December 31, 2013. ·Credit Rating Upgrade. Standard & Poor’s Ratings Services upgraded our senior unsecured debt ratings to BBB+ from BBB and our preferred stock ratings to BBB- from BB+, with a stable outlook.   We have also achieved relatively strong long-term performance, including the following accomplishments: ·Achieved three-year and five-year total stockholder returns at the 59th and 44th percentile, respectively, compared to our peer group.  Our year-end total return is based on our share price at December 31, 2013.  During 2013, the price of our shares fluctuated between a high of $55.48 and a low of $36.58, closing at $37.33 on December 31, 2013.  Factors that can play a role in the pricing of our shares include, but are not limited to, perceptions in the market place of unfolding economic events, as well as conditions in the stock market in general, which are unrelated to our outstanding operating performance. Of note is the fact that the decline in our shares did not occur in isolation as the broader REIT indices, including the share prices for many in our peer group, also declined during the second half of 2013, resulting in share price declines of 1.3% for the NAREIT Equity REIT Index in 2013.  Considering these fluctuations and the fluctuations of total stockholder returns within our peer group and the general REIT industry, we believe our three-year and five-year total stockholder returns have been favorable; ·Since listing on the NYSE in October 1994, our compounded average annual total stockholder return, as of December 31, 2013, was 16.3%.  As illustrated in the graph below, our performance far exceeded the following indices during the same period: FTSE NAREIT US Equity REIT index, the Dow Jones Industrial Average, the S&P 500 and the NASDAQ Composite.  Each of these compounded average annual total stockholder return rates are calculated in the same manner, assuming reinvestment of dividends, except for NASDAQ. 23 Table of Contents Overview of Compensation Philosophy Executive compensation consists of the following elements; base salary, annual cash incentive bonus, equity based long-term incentive awards, severance and change in control payments and benefits. We believe each of these elements support the company’s overall compensation objectives. The Compensation Committee’s philosophy is that executive compensation should reflect the value created forprovide our stockholders while supporting our business strategies, operational goals, and long-range plans.  Such compensation should also assist the company in attracting and retaining key executives critical to our long-term success. ·We emphasize pay for performance.  The company’s compensation program is designed to align company-wide financial, operational and total return achievements with the annual cash bonuses and equity awards granted to its named executive officers. Annual cash bonuses are paid based upon the Compensation Committee’s assessment of each executive’s individual performance and company-wide performance under the following key short-term and long-term performance metrics of:  (i) short-term stockholder returns (weighted 15%); (ii) the strength of its balance sheet (weighted 20%); (iii) short-term growth in earnings metrics (weighted 15%); (iv) portfolio performance (weighted 10%); (v) acquisitions (weighted 10%); (vi) long-term (3 year and 5 year) stockholder returns (weighted 20%); and (vii) long-term (3 year and 5 year) growth in earnings metrics (weighted 10%), with an available rating of poor, average, good, excellent or outstanding for each measure.  Individual metrics within each category are equally weighted.  Equity awards, which are typically granted after fiscal year end, in recognition of the company’s prior year performance under these performance metrics as well as each executive officer’s individual performance for the prior fiscal year, consist of annual grants of restricted stock. ·Alignment of executive compensation with the creation of value for our stockholders.  The combination of annual cash bonuses and restricted stock grants, which generally vest over a period of five years, except for officers approaching retirement age, creates a balanced focus on the achievement of short-term and long-term financial and operational goals and total return performance. The Compensation Committee believes that this “at risk” and variable compensation of annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of the company’s stockholders. In 2013, approximately 67% of our CEO’s total direct compensation (as shown in the following chart) and approximately 79%-88% for our other named executive officer’s total direct compensation, consisted of compensation that is “at risk” based on our performance.  Included in the CEO’s 2013 compensation is a time-based promotion equity grant.  Excluding this one-time grant, approximately 93% of our CEO’s total direct compensation was considered “at risk.” Typically 100% of the annual equity awards we grant to our executive officers are based on our performance. CEO Total Direct Compensation(1) (1)The term total direct compensation means the aggregate amount of Mr. Case’s 2013 actual base salary, actual annual cash incentive bonus for 2013 performance (paid in January 2014), and the grant date fair value of long-term incentive awards based on 2013 performance (granted in 2013 and January 2014), calculated as prescribed by Accounting Standards Codification 718.  The performance equity awards consist of grants made in March 2013 related to the successful completion of the ARCT merger, performance-based awards granted in September 2013 upon Mr. Case’s promotion to CEO, and annual performance grants for 2013.  A portion of the promotion equity award consists of a time-based equity award granted in September 2013 upon Mr. Case’s promotion to CEO, and the remainder of the promotion equity award is performance based. 24 Table of Contents ·A flexible approach to annual cash incentive compensation and equity based long-term incentive awards.  The Compensation Committee has established targeted goals under each of the performance metrics to guide it in its evaluation of company performance and its determination of annual cash bonuses and equity awards. While the program provides structure to the Compensation Committee’s determinations, it also preserves the Compensation Committee’s flexibility to exercise its discretion in assessing company performance (including a comparison to our peer group’s performance), market conditions and any other relevant data. This ultimately helps to ensure that the incentive bonus program is both responsive to market conditions and linked to the actual performance of the company.  In addition to these performance metrics, the Compensation Committee employs targeted multiples of salary as guidelines for determination of cash bonuses and equity award values when performance approximates targeted (or good) performance and pay in excess of these multiples for excellent or outstanding performance.  For 2013, based on extraordinary accomplishments under its performance metrics, the company paid above-target multiples for cash bonuses and equity awards for each of its named executive officers. ·Competitive Aggregate Total Direct Compensation. The Compensation Committee, with the assistance of its independent compensation consultant, annually reviews the executive compensation program to ensure that it provides competitive pay opportunities. The Compensation Committee believes it is important to provide aggregate total direct compensation to named executive officers as a group that is targeted within a range of median aggregate total direct compensation paid by the company’s peer group during the same time frame. ·We are mindful of the concerns of our stockholders regarding executive compensation pay practices.  To address these concerns we have adopted the following policies during the last year: ·A clawback policy that enables us to recover incentive compensation awards in the event of negligence or misconduct directly related to a material restatement of our financial or operating results, or miscalculated performance metrics that, if calculated correctly, would have resulted in a lower payment; and ·An anti-pledging policy that prohibits directors, officers, employees and their families from holding our securities in a “margin account,” and pledging any of our securities for any loans or indebtedness. Additionally, the Compensation Committee is considering certain modifications to the company’s existing compensation program for the 2014 calendar year which would result in distinct short-term and long-term plans based on separate metrics. Under the long-term incentive plan, an individual’s award would be granted in performance-vesting equity awards, based strictly on achieving future performance goals.  See further detail of the anticipated changes to the compensation program on page 32. ·Other Highlights of Our Compensation Practices. The Compensation Committee seeks to ensure good corporate governance practices are a key element of our executive compensation program.  Highlights include: ·A stock ownership program for our directors and executive officers with a position of executive vice president and above, with the Named Executive Officers required to own a fixed number of shares based on three to five times their base salaries, depending on their position.  All executive officers are in compliance with the stock ownership guidelines; ·An anti-hedging policy is in place that prohibits directors, officers, employees and their families from entering into speculative transactions involving the company’s stock; ·In the event of a change in control, without termination, no cash payments will be made to our named executive officers, including our CEO; ·There are no tax gross up payments; ·The Compensation Committee employs the services of an independent compensation consultant, who assists the Committee in its review of the market competitiveness of the compensation program and apprises the Committee of market trends; and ·The Compensation Committee carefully considers the risks associated with all of the compensation programs. 25 Table of Contents Favorable Stockholder Say on Pay Vote The company provides its stockholders an advisory “say on pay”“say-on-pay” vote on the compensation of named executive officers on an annual basis.officers. At our 20132016 Annual Meeting of Stockholders, our stockholders expressed substantial support for the compensation of named executive officers, with approximately 95%96% of the votes cast approving the advisory say on paysay-on-pay vote. FollowingThis continued support of our 2013 Annual Meetingcompensation program, as demonstrated below, reflects a strong alignment with the company’s performance and long-term value creation for our stockholders.   During 2016, we continued to engage and interact with our active stockholders through various means of Stockholders, ourcommunication including in-person meetings and conference calls. In addition to the say-on-pay results and feedback from stockholders (as provided), the Compensation Committee evaluated the results of the 2013 advisory say on pay vote. The Compensation Committee also considered many other factors in evaluating our executive compensation programs, as discussed in this Compensation Discussion and Analysis, including the Compensation Committee’s assessment of the interaction of the company’s compensation programs with its financial and operational objectives, evaluations of its programs by an external consultant, and review of data of a comparator group of peers, each of whichbut not limited to: ü The Compensation Committee’s assessment of the interaction of our compensation program with our financial and operational objectives; ü Recommendations provided by its independent consultant; and ü A review of peer data. Each factor is evaluated in the context of the Compensation Committee’s responsibility to act in the company’s best interests. While each of these factors had a bearing on the Compensation Committee’s decisions regarding our named executive officers’ compensation, theinterest. The Compensation Committee did not make any material changesreviewed the company’s agreements for restricted stock and restricted stock unit awards and found them to our executive compensation program in 2013 and policies as a result of the 2013 advisory say on pay vote.be well aligned with current market practices. The Compensation Committee will continue to consider the outcome of say on paysay-on-pay proposals and stockholder input when making future compensation decisions for the named executive officers.   Compensation Process Elements of Compensation Consultant   To achieve its goals,In 2016, the Compensation Committee offers executive officers a compensation package that is primarily comprised of the elements described in the table below.  In structuring executive compensation packages, the Compensation Committee considers how each component promotes retention and motivates performance. Base salaries and severance and other termination benefits are primarily intended to attract and retain highly qualified executives. We believe that in order to attract and retain top executives, we need to provide them with compensation levels that reward their continued service. Annual bonuses and long-term equity incentives are the elements of the executive compensation program that are designed to reward performance and provide incentives to create stockholder value.  Annual bonuses are primarily intended to motivate named executive officers to achieve specific strategies and operating objectives, although we also believe it helps us attract and retain top executives.  Our long-term equity incentives are primarily intended to align named executive officers’ long-term interests with stockholders long-term interests, although we believe they also play a role in helping us reward performance and to attract and retain top executives. Element Objective Served Base Salary Fixed base pay that rewards performance of core job duties, and recognizes individual achievements, contributions and tenure. Annual Cash Incentive Bonus Variable cash awards based on performance and responsibility levels to compensate each executive for achieving our corporate goals and achievement of our short-term and long-term objectives. Equity Based Long-term Incentive Awards – Restricted Stock Variable equity awards also granted based on performance and responsibility levels and designed to foster retention and align the executive officers’ interests with the long-term interests of our stockholders. Severance and Change in Control Payments and Benefits Promotes executive recruitment and retention. Ensures best efforts for the benefit of our stockholders in the event of an actual or threatened change of control. Compensation Process Compensation Consultant To assist in its efforts to meet the objectives outlined above, the Compensation Committee has retained FPL Associates, LP, or FPL, a nationally-known independent executive compensation and benefits consulting firm specializing in real estate companies, to provide general executive compensation consulting services and to respond to any Compensation Committee member’s questions.services. In addition, the consultant performs special executive compensation projects and consulting services, from time to time, as directed by the Compensation Committee. In 2013, as in the prior year, the Compensation Committee continued to review its program designs and guidelines, and conducted its annual review of the competitiveness of its compensation program and the market practices of our peer group. The consulting services provided by FPL in connection with these reviews included:include:   26 Table of Contents ü Evaluating the current compensation program design and guidelines for the named executive officers and assisting in structuring a compensation program that meets the objectives outlined by the Compensation Committee; ü Providing peer information to assist the Compensation Committee in selecting the appropriate peer group; ü Benchmarking the compensation for the named executive officers against the appropriate peer group; ü Identifying the appropriate mix between compensation components, including base salary, annual incentives, and short-term and long-term incentive compensation to ensure proper incentive alignment; ü Discussing market-based incentive programs, including performance metrics and target, within the peer group companies, and providing guidance and recommendations for modifications to program elements to ensure competitiveness; and ü Reviewing an overview of industry trends as it relates to human capital across the entire real estate industry.   ·Evaluating the current compensation program in place for the named executive officers and assistance in structuring a compensation program that meets the objectives outlined by the Compensation Committee; Realty Income|2017 Proxy Statement 25   ·Providing competitor information to assist the Compensation Committee in selecting the appropriate peer group;   ·Benchmarking the compensation for the named executive officers against the appropriate peer group;   ·Identifying the appropriate mix between compensation components, including base salary, annual incentives, and long-term incentive compensation; ·Discussing market-based incentive programs, including performance metrics and targets, within the peer group companies, and providing guidance and recommendations for design modifications to program elements; and ·Reviewing an overview of industry trends as it relates to human capital across the entire real estate industry.Executive Compensation   FPL reports only to the chairman of the Compensation Committee and the other committee members and works with management as directed by the Compensation Committee. The Compensation Committee retains the right to terminate or replace the consultant at any time. Pursuant to the Compensation Committee’s charter, the Compensation Committee has the power to engage such consultants and other advisors as it deems necessary.   Through a review and consultation with FPL, the Compensation Committee assessed the independence of FPL in light of, among other factors, the independence factors established by the NYSE. As a result of this assessment, the Compensation Committee has determined that FPL’s work raised no conflict of interest currently or during the year ended December 31, 2016. Peer Group Data   The Compensation Committee uses comparison data from various companies in certain peer groupsit considers peers as a guide in its review and determination of base salaries, annual cash bonusespayments, equity awards, and restricted stocklong-term performance awards. From November 2013 through January 2014,Prior to approving the 2016 incentive compensation program, the Compensation Committee reviewed peer group data to assist in its determination regardingof total target direct compensation (on an aggregate and individual basis), as well as the appropriate mix of equity versus cash, bonusesshort-term versus long-term, and equityperformance-based versus time-based awards to be earnedpaid or granted for 2013 performance, as well as any salary increases for 2014. A similar process was conducted at the end of 2012 for the salaries established for 2013 and for the cash bonus and equity awards granted on January 4, 2013.2016 performance. The Compensation Committee evaluates our performance and determines whether the compensation elements and levels that are provided to our named executive officers are generally appropriate relative to the compensation elements and levels provided to their counterparts at our peer companies, in light of our performance relative to our peers and in light of each named executive officer’s contribution to our performance. This approach enablesallows us to respond to competitive dynamics in the labor market and provides us with the flexibility in maintainingneeded to maintain and enhancingenhance our named executive officers’ engagement, focus, and motivation for the future.   2016 Peer Group for 2016 Compensation Decisions The Compensation Committee, with the help of the compensation consultant,FPL, periodically reviews the composition of our peer group and the criteria and data used in compiling our peer group list,to ensure that each company’s size and considers modificationsoperations remain comparable to this group. Atours. In January 2016, the end of 2012, our total market capitalization placed usCompensation Committee reviewed data provided by FPL regarding the appropriate companies to include in the 67th percentile of our peer group. DespiteThe peer group recommended by FPL and used by the factCompensation Committee for 2016 compensation decisions (2016 Peer Group), was amended from the prior year to include three companies: Equinix, Inc., Essex Property Trust, Inc. and VEREIT, Inc. Additionally, Aimco, CBL & Associates Properties, Inc. and Duke Realty Corporation were removed from the 2016 Peer Group. Given our company’s substantial growth in size and addition to the S&P 500 Index during 2015, the Compensation Committee determined these substitutions were warranted to ensure, among other factors, that our total and equity market capitalization was aboveremained near the targeted median of the peer group the Compensation Committee felt that it was not necessary to change the members of our peer group last year, but anticipated changing the membersfor 2016. Our 2016 Peer Group consists of the peer group for 2013 based on the increase in our market capitalization subsequent to the $3.2 billion acquisition of ARCT that was completed in January 2013 and the level of acquisition activity projected for the remainder of the year.following 17 public real estate companies:   During 2013, in addition to completion of the $3.2 billion ARCT acquisition in January, we invested $1.5 billion directly in real estate properties.  The capital raised to fund these acquisitions, combined with our year-end share price, resulted in a $3.7 billion, or 42%, increase in our total market capitalization as of December 31, 2013 compared to December 31, 2012.  Consequently, Realty Income ranked amongst the 20 largest publicly traded equity REITs in the U.S. by total enterprise value.  As a result of this substantial increase in our size, the Compensation Committee decided to change the relatively consistent composition of peer groups we have used over the past several years.  The Compensation Committee, with assistance from FPL, undertook a comprehensive new peer group review during the latter part of 2013 with the aim of optimizing the company’s peer group for benchmarking and determining executive compensation. 27 Table of Contents 2016 Peer Group Avalon Bay Communities, Inc. National Retail Properties, Inc. DDR Corp. SL Green Realty Corp. Digital Realty Trust, Inc. Spirit Realty Capital, Inc. Equinix, Inc. The Macerich Company Essex Property Trust, Inc. UDR, Inc. Federal Realty Investment Trust VEREIT, Inc. HCP, Inc. W.P. Carey, Inc. Host Hotels & Resorts, Inc. Welltower, Inc. Kimco Realty Corporation    The new peer group was selected based on various criteria considered by the Compensation Committee including industry (public REITs, and where applicable, net-lease), size, defined by both market capitalization and total capitalization, and portfolio scale, defined by number of properties. As a result of this peer group review and evaluation, the Compensation Committee selected the new 2013 peer group shown below to be usedcompanies in its assessment of our 2013 and 2014 executive compensation. The new peer group recommended by the compensation consultant and approved by the Compensation Committee consists of 15 public real estate companies that2016 Peer Group focus on a variety of asset classes, including those having a net lease component to the extent available, and those that are similar in size to us in terms of total market capitalization and equity market capitalization (common and preferred stock, partnership units convertible into stock and long-termlong and short-term debt). Only a size-based peer group was used because public real estate companies of the same size have similar characteristics to our company with respect to the demands and complexity of managing a large property portfolio, a significant acquisition pipeline and extensive capital markets activities. The companies were selected so that our total and equity market capitalization approximatesremained near the median.  As of September 30, 2013, this peer group had total market capitalization ranging from approximately $9.4 billion to $30.0 billion.  At September 30, 2013 our total market capitalization placed us in the 56th percentile of our new peer group.  Our previous geographic-based peer group was eliminated in 2013 as a result of our total capitalization exceeding the total market capitalization of all but onemedian of the companies in the geographic-based peer group.  Additionally, geographic-based peer groups are not standard in our market and given our size and scale, we now complete for executive talent on a national basis.  Five companies from our prior peer group, including Digital Realty Trust, Federal Realty Investment Trust, HCP, Inc., Macerich Company, and UDR, Inc., remain in our current peer group.group:   26 Realty Income|2017 Proxy Statement Peer Group Avalon Bay Communities, Inc. Aimco CBL & Associates Properties, Inc. DDR Corp. Digital Realty Trust, Inc. Duke Realty Corporation Federal Realty Investment Trust HCP, Inc.

Health Care REIT, Inc. Host Hotels & Resorts, Inc. Kimco Realty Corporation Macerich Company SL Green Realty Corp. UDR, Inc. W.P. Carey, Inc.