Global Net Lease Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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.
As disclosed in Item 5.07 below, the stockholders of Global Net Lease, Inc. (the “Company”) approved the 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (the “2025 Incentive Plan”) at the 2025 annual meeting of stockholders (the “Annual Meeting”) on May 22, 2025. The material terms of the 2025 Incentive Plan have been previously reported by the Company and may be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025 (the “Proxy Statement”) under the heading “Proposal No. 4: Approval of the 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc.” The 2025 Incentive Plan was approved by the Company’s Board of Directors (the “Board”) on April 2, 2025, subject to stockholder approval, and became effective with such stockholder approval on May 22, 2025.
The description of the 2025 Incentive Plan in the Proxy Statement is qualified in its entirety by reference to the actual terms of the 2025 Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Awards under the 2025 Incentive Plan may be made in the form of restricted shares, restricted stock units, stock options, stock appreciation rights, performance awards (which may be either performance share units, performance units, or performance-based restricted stock), awards of shares not subject to forfeiture or other conditions, LTIP Units and other equity awards. Copies of the Form of Non-Employee Director Restricted Stock Unit Agreement, the Form of Restricted Stock Unit Agreement (Form A), the Form of Restricted Stock Unit Agreement (Form B, applicable only to awards for Mr. Edward M. Weil, Jr., the Company’s Chief Executive Officer and President, and Mr. Jesse Galloway, the Company’s Executive Vice President and General Counsel), the Form of Performance Stock Unit Agreement (Form A) and the Form of Performance Stock Unit Agreement (Form B, applicable to only to awards for Mssrs. Weil and Galloway), each as may be used under the 2025 Incentive Plan, are filed as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2025, the Board approved an amendment to the Company’s charter, to increase the number of authorized shares of stock of the Company to 440,000,000 shares, of which (i) 400,000,000 shall be designated as common stock, $0.01 par value per share, and (ii) 40,000,000 shall be designated as preferred stock, $0.01 par value per share (the “Charter Amendment”). The Charter Amendment was filed with the State Department of Assessments and Taxation of Maryland on May 23, 2025 and became immediately effective upon acceptance for record.
The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 22, 2025. The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: Election of ten directors to hold office until the 2026 annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify:
| Votes | Votes | Broker | ||||
| Director | For | Withheld | Non-Votes | |||
| Edward M. Weil, Jr. | 153,522,848 | 4,496,086 | 32,164,239 | |||
| Dr. M. Therese Antone | 153,653,203 | 4,365,731 | 32,164,239 | |||
| Lisa D. Kabnick | 154,539,826 | 3,479,108 | 32,164,239 | |||
| Robert I. Kauffman | 154,612,336 | 3,406,598 | 32,164,239 | |||
| Leslie D. Michelson | 153,536,533 | 4,482,401 | 32,164,239 | |||
| Michael J.U. Monahan | 155,629,581 | 2,389,353 | 32,164,239 | |||
| Stanley R. Perla | 155,462,470 | 2,556,464 | 32,164,239 | |||
| P. Sue Perrotty | 123,676,773 | 34,342,161 | 32,164,239 | |||
| Edward G. Rendell | 153,175,125 | 4,843,809 | 32,164,239 | |||
| Leon C. Richardson | 156,764,960 | 1,253,974 | 32,164,239 |
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
| Broker | ||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||
| 188,813,715 | 953,678 | 415,780 | - | |||
Proposal 3: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Annual Meeting: | ||||||
| Broker | ||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||
| 145,678,275 | 11,601,777 | 738,882 | 32,164,239 | |||
Proposal 4: Approval of the 2025 Incentive Plan: | ||||||
| Broker | ||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||
| 135,347,644 | 21,966,772 | 704,518 | 32,164,239 | |||
No other matters were considered or voted upon at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Articles of Amendment of Global Net Lease, Inc., effective May 23, 2025. | |
| 10.1+ | 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. | |
| 10.2+ | Form of Non-Employee Director Restricted Stock Unit Agreement | |
| 10.3+ | Form of Restricted Stock Unit Agreement (Form A) | |
| 10.4+ | Form of Restricted Stock Unit Agreement (Form B) | |
| 10.5+ | Form of Performance Stock Unit Agreement (Form A) | |
| 10.6+ | Form of Performance Stock Unit Agreement (Form B) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
+ Indicates a management contract or compensatory plan.
SIGNATURES
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.
| GLOBAL NET LEASE, INC. | |||
| Date: | May 27, 2025 | By: | /s/ Edward M. Weil, Jr. |
| Name: | Edward M. Weil, Jr. | ||
| Title: | Chief Executive Officer and President (Principal Executive Officer) |