2014.05.22 NNN 8-K DOC


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 22, 2014
_________________________________
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))




Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2014, National Retail Properties, Inc. (the “Company”) held its 2014 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 and (c) the ratification of the selection of the Company's independent registered public accounting firm for 2014. 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
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
Don DeFosset
 
91,292,147

 
1,173,045

 
18,246,740

David M. Fick
 
92,168,375

 
296,817

 
18,246,740

Edward J. Fritsch
 
92,159,301

 
305,891

 
18,246,740

Kevin B. Habicht
 
88,199,623

 
4,265,569

 
18,246,740

Richard B. Jennings
 
91,742,873

 
722,319

 
18,246,740

Ted B. Lanier
 
91,715,969

 
749,223

 
18,246,740

Robert C. Legler
 
91,716,990

 
748,202

 
18,246,740

Craig Macnab
 
90,897,233

 
1,567,959

 
18,246,740

Robert Martinez
 
91,701,491

 
763,701

 
18,246,740

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
89,052,417

 
2,946,370

 
466,405

 
18,246,740

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, 2014, was ratified as set forth below:
For
 
Against
 
Abstain
109,916,632

 
511,647

 
283,653

There were no broker non-votes with respect to Proposal 3.




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 23, 2014