UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Christopher (“Chris”) P. Tessitore
On November 21, 2023, NNN REIT, Inc. (the “Company”) announced that Chris Tessitore, the Company’s Executive Vice President, General Counsel and Secretary (the “EVP and GC”) of the Company will retire from employment with the Company effective as of January 1, 2024 (such date, the “Retirement Effective Date”). Following his retirement, Mr. Tessitore will assist the Company with transitional and other assigned matters.
In connection with his retirement, the Company and Mr. Tessitore entered into a Retirement and Transition Agreement (the “Retirement Agreement”). The principal terms of the Retirement Agreement provide that:
| • | Mr. Tessitore will continue to be paid his annual base salary through the Retirement Effective Date. In addition, Mr. Tessitore will be eligible to receive an annual bonus for 2023 based on actual performance calculated in a manner consistent with the Company’s bonus plan for 2023. |
| • | The equity awards held by Mr. Tessitore as of the Retirement Effective Date will be treated as follows: |
| • | All of the restricted stock awards subject to only time-based vesting conditions will vest as of the Retirement Effective Date; and |
| • | The restricted stock awards subject to performance-based vesting conditions will continue to vest following the Retirement Effective Date on the same vesting terms and schedule (including attainment of applicable performance goals) as set forth in the applicable award agreements; however, the number of shares of Company common stock subject to such awards that vest shall be prorated for any partial period of service with the consulting period included in such service period. |
| • | In order to facilitate the transition, Mr. Tessitore will make himself available to consult with the Company as reasonably requested by the Company from time to time for the 12-month period following the Retirement Effective Date. In consideration for the consulting services, commencing on the Retirement Effective Date, the Company will pay Mr. Tessitore a monthly fee of $20,417. |
Mr. Tessitore will receive the foregoing payments and benefits provided he executes and does not revoke a release of claims in favor of the Company, and he complies with non-competition, non-solicitation, non-disclosure and non-disparagement covenants described in the Retirement Agreement.
The foregoing summary of the terms and conditions of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Additional information about these actions is included in the Company’s press release dated November 21, 2023, a copy of which can be found on the Company’s website at https://www.nnnreit.com/news.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit 10.1 | Retirement and Transition Agreement, dated as of November 21, 2023, between the Company and Christopher P. Tessitore. | |
| 104.1 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
| NNN REIT, INC. | ||
| By: | /s/ Kevin B. Habicht | |
| Name: | Kevin B. Habicht | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: November 21, 2023