Date of Report (Date of earliest event reported): May 12, 2026
NNN REIT, INC.
(exact name of registrant as specified in its charter)
Maryland
001-11290
56-1431377
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
450 South Orange Avenue, Suite 900, Orlando, Florida32801
(Address of principal executive offices, including zip code)
(407) 265-7348
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.01 par value
NNN
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 12, 2026, NNN REIT, Inc. (the "Company") held its 2026 annual meeting of the stockholders (the “Annual Meeting”). The matters submitted to the Company’s stockholders for a vote included (a) the election of seven directors, (b) an advisory vote on executive compensation, and (c) the ratification of the selection of the Company’s independent registered public accounting firm for 2026. The results of such votes are set forth herein.
Proposal 1: Election of Directors
The seven nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The tabulation of votes was as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Pamela K. M. Beall
154,807,117
2,146,844
155,532
15,240,518
David M. Fick
153,485,821
3,470,236
153,436
15,240,518
Edward J. Fritsch
153,997,608
2,964,506
147,379
15,240,518
Elizabeth C. Gulacsy
155,583,125
1,352,666
173,702
15,240,518
Betsy D. Holden
153,648,879
3,314,363
146,251
15,240,518
Stephen A. Horn, Jr.
155,369,506
1,594,572
145,415
15,240,518
Kamau O. Witherspoon
155,344,706
1,581,794
182,993
15,240,518
Proposal 2: An Advisory Vote on Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth below:
For
Against
Abstain
Broker Non-Votes
151,646,947
5,056,586
405,960
15,240,518
Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified as set forth below:
For
Against
Abstain
169,884,257
2,202,123
263,631
There were no broker non-votes with respect to Proposal 3.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NNN REIT, Inc.
Dated: May 12, 2026
By:
/s/ Vincent H. Chao
Vincent H. Chao
Executive Vice President and Chief Financial Officer
