Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
_________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2017
_________________________________
NATIONAL RETAIL PROPERTIES, INC.
 
(Exact name of registrant as specified in its charter)
_________________________________
Maryland
001-11290
56-1431377
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
450 South Orange Avenue
 
 
Suite 900
 
 
Orlando, Florida
           32801
 
(Address of principal executive offices)
           (Zip Code)

Registrant's telephone number, including area code (407) 265-7348

Not applicable
(Former name or former address, if changed since last report.)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 25, 2017, National Retail Properties, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). The matters submitted to the Company's stockholders for a vote included (a) the election of nine directors, (b) an advisory vote on executive compensation, (c) an advisory vote on the frequency of holding an advisory vote on executive compensation, (d) an approval of the 2017 Performance Incentive Plan and (e) the ratification of the selection of the Company's independent registered public accounting firm for 2017. The results of such votes are set forth herein.
Proposal 1: Election of Directors
The nine nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. The tabulation of votes was as follows:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Pamela K. M. Beall
 
122,895,867

 
689,295

 
14,214,616

Steven D. Cosler
 
122,879,543

 
705,619

 
14,214,616

Don DeFosset
 
122,286,805

 
1,298,357

 
14,214,616

David M. Fick
 
122,411,100

 
1,174,062

 
14,214,616

Edward J. Fritsch
 
122,415,531

 
1,169,631

 
14,214,616

Kevin B. Habicht
 
110,858,780

 
12,726,382

 
14,214,616

Robert C. Legler
 
118,793,210

 
4,791,952

 
14,214,616

Sam L. Susser
 
122,856,280

 
728,882

 
14,214,616

Julian E. Whitehurst
 
122,881,789

 
703,373

 
14,214,616

There were no votes against the nominees with respect to Proposal 1.
Proposal 2: An advisory vote on executive compensation
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
117,553,724

 
5,542,622

 
488,816

 
14,214,616

Proposal 3: An advisory vote on the frequency of holding an advisory vote on executive compensation
The Company's stockholders approved, on an advisory basis, to hold an advisory vote on executive compensation on an annual basis. The tabulation of votes was as follows:
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
100,650,238

 
339,507

 
22,214,485

 
380,932

 
14,214,616

Proposal 4: An approval of the Company's 2017 Performance Incentive Plan
The Company's stockholders approved the 2017 Performance Incentive Plan as set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
117,020,077

 
6,181,147

 
383,938

 
14,214,616

Proposal 5: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified as set forth below:
For
 
Against
 
Abstain
136,824,488

 
642,481

 
332,809

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




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATIONAL RETAIL PROPERTIES, INC.



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


Dated: May 31, 2017