Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On June 21, 2012, following approval by the stockholders of Realty Income Corporation (the "Company"), the Company filed an amendment to the Company's Articles of Incorporation, as amended (the "Charter"), to increase the number of authorized shares of the Company's common stock to 370,100,000 and the number of authorized shares of the Company's preferred stock to 69,900,000 (the "Charter Amendment"). On June 21, 2012, the Charter Amendment took effect. The Charter Amendment is attached as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 21, 2012, the Company reconvened its 2012 annual meeting of stockholders, which was adjourned to permit additional time to solicit stockholder votes on Proposal 4, a proposal to approve the Charter Amendment. Proposal 4 was approved, with 69,729,464 shares voted for, 11,092,926 shares voted against and 1,197,086 shares representing abstentions. No broker non-votes resulted from the vote on this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Articles of Amendment, dated June 21, 2012.

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