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): December 8, 2008
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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001-11290
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56-1431377 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 450 South Orange Avenue |
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| Suite 900
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| Orlando, Florida |
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32801 |
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| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2008, Clifford R. Hinkle, the Lead Director of the Board of Directors (the
“Board”) of National Retail Properties, Inc. (the “Company”), tendered a letter of resignation
from the Board. At a duly called meeting of the Board on December 8, 2008, the Board
unanimously agreed to accept Mr. Hinkle’s resignation and appointed, pursuant to the
recommendation of the Governance and Nominating Committee, Don DeFosset to the Board of the
Company, effective immediately. Mr. DeFosset currently serves on the boards of directors for
Regions Financial Corporation, EnPro Industries, Inc. and Terex Corporation. Mr. DeFosset
retired in September 2005 as Chairman, President and Chief Executive Officer of Walter
Industries, Inc., a diversified company with principal operating businesses in homebuilding and
home financing, water transmission products and energy services. Mr. DeFosset is a graduate of
Purdue University, where he earned a Bachelor’s degree in Industrial Engineering. He received
his MBA from Harvard Business School in 1974. Mr. DeFosset will stand for election at the 2009
annual meeting of the Company’s shareholders.
Also on December 8, 2008, the Board appointed Ted B. Lanier as the new Lead Director of the
Board, effective immediately, pursuant to the recommendation of the Governance and Nominating
Committee.
Item 7.01. Regulation FD Disclosure.
On December 9, 2008, the Company issued a press release announcing the Board changes
described above in Item 5.02. The press release is being furnished and shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or
otherwise subject to the liabilities of such section, nor shall such information be deemed to be
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release, dated December 9, 2008 |