No fee required.
April 29, 2016
2019
Our Board of Directors has fixed the close of business on May 3, 2016February 27, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of our common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.
Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.
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March 6, 2019. Additional copies of this Proxy Statement and our 2018 10-K will be furnished to you, without charge, by writing us at Global Net Lease, Inc., 405 Park Avenue, 3rd Floor, New York, New York 10022, Attention: Investor Relations or emailing us at investorrelations@ar-global.com.
• elect Lee M. Elman and P. Sue Perrotty as Class II directors to serve until our 2022 Annual Meeting and until their successors are duly elected and qualify; • ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and • consider and act on such matters as may properly come before |
The Board of Directors does not know of any matters that may be considered at the Annual Meeting other than the matters set forth above.
As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and our 2015 10-K available to our stockholders electronically via the Internet. On or about May 4, 2016, we expect to begin mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2015 10-K online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and our 2015 10-K. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.
The record dateclose of business on February 27, 2019 (the “record date”), or holds a valid proxy for the determination of holders of shares of common stock, par value $0.01 per share (“Common Stock”),Annual Meeting, is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting,Meeting. Every stockholder is entitled to one vote for each share of Common Stock held on the closerecord date.
Each share
You may
For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, asince it is quick, convenient means of authorizingand provides a proxy that also provides cost savings to us. In addition, whenWhen you authorize a proxy to vote your shares via the Internet or by telephone prior to the Annual Meetingmeeting date, your proxy authorizationvote is recorded immediately and there is no risk that postal delays will cause your vote by proxy authorization to arrive late and, therefore, not have your vote be counted. For further instructions on authorizing a proxy to vote your shares,voting, see your proxy card. You may also vote your shares at the Annual Meeting. Notice Regarding the Internet Availability of Proxy Materials.
Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If the enclosedreturn your signed proxy, card is signed and returned without any directions given, theyour shares will be voted as you instruct, unless you give no instructions with respect to one or more of the proposals. In this case, unless you later instruct otherwise, your shares of Common Stock will be voted “FOR”: (i) the election of four director nominees namedLee M. Elman and P. Sue Perrotty as Class II directors and “FOR” the ratification of the appointment of PwC. With respect to any other proposals to be voted on, your shares of Common Stock will be voted in the discretion of Mr. Nelson and Mr. Masterson, or either of them.
is considered a routine matter. The Board of Directors does not intendproposal to present,elect directors is a “non-routine” matter, and, has no information indicatingwithout your instruction, your broker cannot vote your shares on that others will present, any business atproposal.
mind?
If your proxy card is signed and returned without specifying your choices, your sharesvote will be voted as recommended bycounted and all others will be discarded regardless of the method of voting.
Director nominees?
A “broker non-vote” occurs when a broker who holds sharesresult of the vote, although they will be considered present for the beneficial owner does not vote onpurpose of determining the presence of a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial ownerquorum.
None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Charter.
The presenceCommon Stock represented by valid proxies will be voted at the Annual Meeting in person or represented byaccordance with the directions given. If the proxy card is signed and returned without any directions given, the shares will be voted “FOR” (1) the election of stockholders entitledLee M. Elman and P. Sue Perrotty as Class II
We are soliciting thethis proxy on behalf of the Board of Directors, and wesolicitation?
As the date of thefor this year’s Annual Meeting, approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representativeincluding this Proxy Statement, form of Broadridge. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Board of Directors believes that these procedures are reasonably designed to ensure that both the identity of the stockholder casting the vote and the voting instructions of the stockholder are accurately determined.
In all cases where a telephonic proxy is solicited, the call is recorded and the Broadridge representative is required to confirm each stockholder’s full name and address and zip code, and to confirm that the stockholder has received the proxy materials. If the stockholder is a corporation or other entity, the Broadridge representative is required to confirm that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Broadridge, then the Broadridge representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask forannual report to stockholders, at the stockholder’s instructionsfollowing website: www.proxyvote.com/GNL.
If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling our Investor Relations department at (866) 902-0063 or by mailing a request to Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, New York 10022, Attention: Investor Relations. Likewise, if your household currently receives multiple copies of disclosure documents and you would like to receive one set, please contact us.
Global Net Lease, Inc.405 Park Avenue, 14th FloorNew York, New York 10022Attention: Investor RelationsTelephone: (866) 902-0063E-mail: investorrelations@ar-global.comwebsite:www.globalnetlease.com
In order for a stockholder proposal to be properly submitted for presentation at our 2017 annual meeting and included in the proxy material for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 30, 2016 and ending at 5:00 p.m., Eastern Time, on December 30, 2016. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, New York, 10022, Attention: Timothy Salvemini, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2017 Annual Meeting.”
UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR”: (I) ELECTION OF THE FOUR NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY FOR A TERM OF ONE YEAR, UNTIL THE COMPANY’S 2017 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES; AND (II) RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED “FOR” OR “AGAINST” SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The six, of which four are independent.
The proxy holder named on the proxy card intends to vote “FOR” the election of each of the four nominees. If you do not wish your shares to be voted for any particular nominee, please identify the exception(s) in the designated space provided on the proxy card or, if you are authorizing a proxy to vote your shares by telephone or the Internet, follow the instructions provided when you authorize a proxy. Directors will be elected by the affirmative vote of the holders of a majority of all shares of Common Stock who are present in person or by proxy at the Annual Meeting, provided that a quorum is present.
We know of no reason why any nominee will be unable to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees should become unable to serve, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Board of Directors. No proxy will be voted for a greater number of persons than the number of nominees described in this Proxy Statement.
Executive Officers
Directors with Terms expiring at the Annual Meeting/Nominees | | | Class | | | Age | | | Position | | | Director Since | | | Current Term Expires | | | Expiration of Term For Which Nominated | |
Lee M. Elman | | | II | | | 82 | | | Independent Director, Conflicts Committee Chair | | | 2016 | | | 2019 | | | 2022 | |
P. Sue Perrotty | | | II | | | 65 | | | Non-Executive Chair, Audit Committee Chair, Nominating and Corporate Governance Committee Chair | | | 2015 | | | 2019 | | | 2022 | |
Continuing Directors | | | | | | | | ||||||||||||
James L. Nelson | | | III | | | 69 | | | Director, Chief Executive Officer and President | | | 2017 | | | 2020 | | | — | |
Edward G. Rendell | | | I | | | 75 | | | Independent Director, Compensation Committee Chair | | | 2012 | | | 2021 | | | — | |
Edward M. Weil, Jr. | | | III | | | 51 | | | Director | | | 2017 | | | 2020 | | | — | |
Abby M. Wenzel | | | I | | | 58 | | | Independent Director | | | 2012 | | | 2021 | | | — | |
Executive Officers (not listed above) | | | | | | | | ||||||||||||
Christopher J. Masterson | | | N/A | | | 36 | | | Chief Financial Officer, Treasurer and Secretary | | | N/A | | | N/A | | | N/A | |
in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of GovernorGov. Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of the Chairman from January 2001 to January 2002. Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with Corestates Bank where she served as executive vice president and head of IT and Operations from April 1996 until November 1998. Ms. Perrotty also served as senior executive vice president and head of all Consumer Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was a member of the chairman’s staff in each of the companies she served. Ms. Perrotty serves on several boards including the Board of Trustees of Albright College, where she is currently chair of the Finance Committee and member of the Investment and Property subcommittees. Ms. Perrotty also serves as vice chair of the Berks County Community Foundation and as development chair for the Girls Scouts of Eastern PA Board. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business, the Franciscan Award from Alvernia University, the Albright College Distinguished Alumni Award, the Women of Distinction Award from the March of Dimes, Taking the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. Ms. Perrotty is a graduate of Albright College with a Bachelor of Science degree in Economics and was also awarded an Honorary Doctor of Laws degree from Albright College in 2010.
WilliamWeil, Jr.
Mr. Kahane previously served as a director of American Realty Capital — Retail Centers Of America, Inc. (“RCA”) from its formation in July 2010, including as chairman from November 2014, in each case until December 2015. Mr. Kahane also previously served as an executive officer of RCA and the RCA advisor from November 2014, including as chief executive officer from December 2014 until December 2015. Mr. Kahane also previously served as an executive officer of RCA and the RCA advisor from their respective formations in July 2010 and May 2010 until March 2012. Mr. Kahane served as the chief executive officer and president of DNAV, the DNAV advisor and the DNAV property manager and as chairman of the board of directors of DNAV from December 2014 until December 2015. Mr. Kahane also previously served as a director of DNAV from September 2010 until March 2012 and as an executive officer of DNAV, the DNAV advisor and the DNAV property manager from November 2014 until December 2014. Mr. Kahane served as a director of American Realty Capital New York City REIT, Inc. (“NYCR”) from its formation in December 2013, including as executive chairman from December 2014, until November 2015. Mr. Kahane served as an executive officer of American Finance Trust, Inc. (“AFIN”),AFIN, the AFIN advisor and the AFIN property manager from their formation in January 2013 until November 2014, includingand served as chiefa director of AFIN from January 2013 to September 2014. Mr. Weil has served as a director of HTI since October 2016, and previously served as an executive officer of HTI, the HTI advisor and the HTI property manager from December 2014,their formation in October 2012 until May 2015. November 2014.
until November 2015. Mr. Kahane served as executive chairmanclose of the board of directors of American Realty Capital Global Trust II, Inc. (“Global II”) fromMerger in December 2014 until November 20152016, and previously served as an executive officer of Global II, the Global II advisor and the Global II property manager from Octobertheir respective formations in April 2014 until DecemberOctober 2014. Mr. KahaneWeil previously served as a director of Realty Finance Trust, Inc. from November 2014, including as chairmanBDCA from December 2014,2015 until June 2015.November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. KahaneWeil previously served as chief executive officer, president and chairman of RCA and the board of directors of HT IIIRCA advisor from December 20142015 until November 2015. Mr. Kahane served as a directorthe close of Phillips Edison — ARC Grocery Center REIT II, Inc. (“PECO II”) from August 2013 until January 2015. Mr. Kahane served as a director of Business Development Corporation of America since its formation in May 2010 until December 2015 and as an executive officer of Business Development Corporation of America (“BDCA”) from May 2010 until March 2012. Mr. Kahane served as a director of American Realty Capital Healthcare Trust, Inc. (“HT”) from its formation in August 2010 until January 2015 when HT closed itsRCA’s merger with Ventas, Inc. Mr. KahaneAFIN in February 2017, and previously served as an executive officer of HT, the HT advisorRCA and the HT property managerRCA advisor from their respective formationsformation in AugustJuly 2010 and May 2010, respectively, until March 2012. He alsoNovember 2014. Mr. Weil previously served as a director and executive officertrustee of VEREIT, Inc. (formerly American Realty Capital Properties, Inc., “VEREIT”)Real Estate Income Fund from December 2010May 2012 until March 2012. Additionally,its liquidation in August 2016. Mr. Kahane served as an executive officer of VEREIT’s former manager from November 2010 until March 2012 andWeil previously served as a directortrustee of VEREITRealty Capital Income Funds Trust, a family of mutual funds advised by an affiliate of AR Global, from FebruaryApril 2013 to June 2014. until its dissolution in January 2017.
63 licenses.
September 2013. Ms. Wenzel previously served as independent director of American Realty Capital Trust IV, Inc. (“ARCT IV”) from May 2012 until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Wenzel was no longer associated with ARCT IV as an independent director nor affiliated with ARCT IV in any manner. Ms. Wenzel has been a membershareholder of the law firm of Cozen O’Connor, resident in the New York office, since April 2009, as the managing partner of its midtown New York office and a member in the Business Law Department. SinceFrom January 2014 through December 2018, Ms. Wenzel has served as co-chair of the Real Estate Group. Ms. Wenzel has extensive experience representing developers,
Governor Edward G. RendellDirectors.
We believe that Governor Rendell’s experience as a director or executive officer of the companies described above and his over thirty years of legal, political and management experience gained from serving in his capacities as the Governor of Pennsylvania and as the Mayor and District Attorney of Philadelphia,
including his experience in overseeing the acquisition and management of Pennsylvania’s real estate development transactions, including various state hospitals, make him well qualified to serve as a member of our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF P. SUE PERROTTY, WILLIAM M. KAHANE, ABBY M. WENZEL AND EDWARD G. RENDELL AS MEMBERS OF THE BOARD OF DIRECTORS, EACH TO SERVE FOR A TERM OF ONE YEAR, UNTIL THE COMPANY’S 2017 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES.
Property Manager.
P. Sue
The Company’s management believes
The Board of Directors established an
committee while they were members of the audit committee. The charter of the audit committee is available to any stockholder who requests it c/osends a request to Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, NY 10022. The audit committee charter is available10022 or on the Company’s website,www.globalnetlease.com. Our audit committee consists of Ms. Perrotty, Ms. Wenzel and Gov. Rendell, each of whom is “independent” within the meaning of the applicable (i) provisions set forth in the Charter and (ii) requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable SEC rules. Ms. Perrotty is the chair of our audit committee. by clicking on “Investor Relations — Corporate Governance — Audit Committee Charter.” The Board has determined that Ms. Perrotty is qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC.
The Board of Directors established a compensation committee in June 2015. Our compensation committee did not hold any meetings during the year ended December 31, 2015.
In carrying out its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee to the extent consistent with our charter, by-laws, corporate governance guidelines and any other applicable laws, rules and regulations.
Our executive officers provide input and recommendations to the Board for the compensation paid to each of the Company’s directors. Our Board considers these recommendations when determining compensation for our directors.
Committee
The Board of Directors believes that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences. As a result of our commitment to diversity, we were recognized in 2018 as a “Winning Company” in the 2020 Women on Boards Gender Diversity Index for female representation on our Board of Directors.
The Board of Directors established aCommittee
committee. The charter of the conflicts committee is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park Avenue, 14th3rd Floor, New York, NY 10022. The conflicts committee charter is also available on the company’s website,www.globalnetlease.com.
Pursuant by clicking on “Investor Relations — Governance Documents — Conflicts Committee Charter.”
Prior to establishing2018 OPP and related matters, for which this function was performed by the conflictscompensation committee, the independent directors reviewed the material transactions between the Sponsor, the Advisor and their respective affiliates, on the one hand, and us, on the other hand. Either the independent directors or the conflicts committee has determined that all ourrelated party transactions and relationships with our Sponsor, Advisor and their respective affiliates during the year ended December 31, 20152018 and during the period from January 1, 2019 through the date of this Proxy Statement, which consisted of transactions with our Advisor, AR Global and their respective affiliates, were fair to us, and in our best interest and the best interest of our stockholders. All related party transactions were approved in accordance with the applicable Company policies. Read “Certain Relationships and Related Transactions.”
In order to reduce or eliminate certain potentialpolicies consistent with the charter of the conflicts of interest, the Charter contains a number of restrictions related to transactions with our Sponsor, our Advisor, any of our directors, any of our officers, any of their respective affiliates or certain of our stockholders.committee. See “Certain Relationships and Related Transactions.”
Our Bylaws provide that the number of directors may not be less than the minimum required by the MGCL nor more than fifteen; provided, however, that the number of directors may be changed from time to time by resolution adopted by the affirmative vote of a majority of the Board.
“independent.” The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE. Based upon information solicited fromprovided by each nominee, the nominating and corporate governance committee and the Board of Directors hashave each affirmatively determined that each of Mr. Elman, Ms. Perrotty, Gov. Rendell and Ms. Wenzel and Gov. Rendell havehas no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than as a director of the Company and are “independent” within the meaning of the NYSE’s director independence standards and audit committee independence standards, as currently in effect. Our Board of Directors has determined that each of the three independent directors satisfy the elements of independence set forth inapplicable listing standards of the NYSE and under our Charter. NYSE.
Interested
We currently have no employees.
The following table presents certain information as of the date of this Proxy Statement concerning each of our directors and executive officers serving in such capacity:
Mr. Bowman has served as chief executive officer of the Company, the Advisor and the Property Manager since October 2014, and as president of the Company, the Advisor and the Property Manager since December 2015, and had previously served as an independent director of the Company and chair of the audit committee from May 2012 until September 2014. Mr. Bowman has served as chief executive officer of Global II, the Global II advisor and the Global II property manager since October 2014. Mr. Bowman has over 30 years of experience in global brand and retail management. Most recently, Mr. Bowman served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for global retail and international business. Prior to this, Mr. Bowman founded Scott Bowman Associates in May 2009, a company providing global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. He has served as its chief executive officer since its incorporation. Prior to founding Scott Bowman Associates, Mr. Bowman served as president of Polo Ralph Lauren International Business Development from May 2005 until September 2008 where he was also a member of the executive committee and capital committee. He also served as chairman of Polo Ralph Lauren Japan from June 2007 until September 2008, and led the transformation of Polo Ralph Lauren’s business in Asia from a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, from May 1998 until February 2003 Mr. Bowman served as an executive officer of two subsidiaries of LVMH Moet Hennessy Louis Vuitton, as the chief executive officer of Marc Jacobs International, and region president of
Duty Free Shoppers. Mr. Bowman served as a director of American Realty Capital Properties, Inc. from February 2013 until September 2014, as an independent director of the Company from May 2012 until September 2014, as an independent director of New York REIT, Inc. from August 2011 until September 2014 and as an independent director of American Realty Capital Trust III, Inc. from February 2012 to February 2013. Previously, Mr. Bowman served on the board of Colin Cowie Enterprises, Stuart Weitzman and The Healthy Back. Mr. Bowman received his B.A. from the State University of New York at Albany.
Mr. Salvemini has served as chief financial officer, treasurer and secretary of the Company, the Advisor and the Property Manager since December 2015. Mr. Salvemini has also served as chief financial officer, treasurer and secretary of Global II, the Global II advisor and the Global II property manager since December 2015. Previously, Mr. Salvemini served as chief administrative officer of Rouse Properties, Inc. (“Rouse Properties”), a publicly-traded real estate investment trust, from 2014 to 2015 and chief accounting officer of Rouse Properties from 2012 to 2014. From 2010 to 2012, Mr. Salvemini served as Vice President — Finance and Accounting of Brookfield Asset Management, Inc., an asset manager with over $175 billion in assets under management. From 2006 to 2010, Mr. Salvemini served in various roles at Crystal River Capital Inc., a publicly-traded mortgage REIT managed by Brookfield Asset Management.
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Ms. Perrotty.
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Mr. Kahane.
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Ms. Wenzel.
Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for biographical information about Gov. Rendell.
Directors and its committees.
Name | | | Fees Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(2) | | | Total Compensation ($) | | |||||||||||||||||||||
Lee M. Elman | | | | $ | 131,720 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 12,524 | | | | | $ | 209,244 | | |
James L. Nelson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
P. Sue Perrotty | | | | $ | 182,000 | | | | | $ | 117,500(4) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 36,112 | | | | | $ | 335,612 | | |
Edward G. Rendell | | | | $ | 124,250 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 25,051 | | | | | $ | 214,301 | | |
Edward M. Weil, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Abby M. Wenzel | | | | $ | 126,250 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 25,051 | | | | | $ | 214,301 | | |
Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total Compensation ($) | |||||||||||||||||||||
William M. Kahane | — | $ | 340,800 | (3) | — | — | — | — | $ | 340,800 | ||||||||||||||||||
P. Sue Perrotty | $ | 239,875 | $ | 485,300 | (4) | — | — | — | $ | 10,979 | $ | 736,154 | ||||||||||||||||
Abby M. Wenzel | $ | 200,750 | $ | 405,800 | (5) | — | — | — | $ | 13,039 | $ | 619,589 | ||||||||||||||||
Edward G. Rendell | $ | 197,750 | $ | 405,800 | (6) | — | — | — | $ | 13,039 | $ | 616,589 |
(1) Value of stock awards calculated based on their grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2018, Mr. Elman, Ms. Perrotty, Gov. Rendell and Ms. Wenzel held 5,880, 16,954, 11,761 and 11,761 unvested RSUs, respectively. (2) The amount reported as “All Other Compensation” represents the value of dividends with respect to unvested RSUs during the year ended December 31, 2018. (3) Represents 3,544 RSUs granted on May 18, 2018. (4) Represents 6,407 RSUs granted on May 18, 2018. Share-Based Compensation Stock Option Plan The Plan authorizes the grant of non-qualified stock options to the directors, officers, advisors, consultants and other personnel of the Company, the Advisor and the Property Manager and their affiliates, subject to the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be equal to the closing price of a share |
We have an employee and director incentive restricted share plan (the “RSP”). Prior to the Listing, the RSP provided for the automatic grant of 3,000 restricted shares of Common Stock to each ofon the independent directors, without any further action by our board of directors or the stockholders, onlast business day preceding the date of initial electiongrant. A total of 500,000 shares have been authorized and reserved for issuance under the Plan.
Effective upon
In April 2015, we amended the RSP to increase the number of shares of Common Stock available for awards thereunder from 5% of our outstanding common shares (subject to an overall limit of 7.5 million shares) to 10% of our outstanding shares of Common Stock.
time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividendsdistributions prior to the time that the restrictions on the restricted shares have lapsed. Any dividendsdistributions to holders of restricted shares payable in common shares shall beof Common Stock are subject to the same restrictions as the underlying restricted shares.
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity Compensation Plans approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Equity Compensation Plans not approved by security holders | | | | | 2,554,930(1) | | | | | | — | | | | | | 7,992,251(2) | | |
Total | | | | $ | 2,554,930(1) | | | | | | — | | | | | $ | 7,992,251(2) | | |
|
Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Class | | ||||||
Blackrock, Inc.(2) | | | | | 12,084,313 | | | | | | 14.4% | | |
The Vanguard Group(3) | | | | | 11,237,698 | | | | | | 13.4% | | |
James L. Nelson | | | | | 8,000 | | | | | | * | | |
Christopher J. Masterson | | | | | — | | | | | | — | | |
Edward M. Weil, Jr.(5) | | | | | 22,018 | | | | | | * | | |
Lee M. Elman(6) | | | | | 10,694 | | | | | | * | | |
P. Sue Perrotty(7) | | | | | 35,588 | | | | | | * | | |
Gov. Edward G. Rendell(8) | | | | | 28,152 | | | | | | * | | |
Abby M. Wenzel(9) | | | | | 28,090 | | | | | | * | | |
All directors and executive officers as a group (seven persons) | | | | | 132,542 | | | | | | * | | |
Scott J. Bowman,
Our Advisor is owned and controlled by our Sponsor, which is wholly owned by AR Global. Nicholas S. Schorsch, our former chief executive officer and executive chairman of the Board, and William M. Kahane, our former executive chairman of the Board, chief operating officer, treasurer and secretary, have shared control of AR Global.
Realty Capital Securities, LLC (the “Former Dealer Manager”), RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiarieschief executive officer of RCAP. Until transactions entered into in connection with filing for Chapter 11 bankruptcy in January 2016, Mr. Schorsch and Mr. Kahane also had shared control of RCAP. Prior to or in connection with this bankruptcy, all arrangements between either us or AR Global and its affiliates, onhas a non-controlling interest in the one hand, and subsidiariesparent of RCAP, onAR Global.
ConcurrentlyCompany entered into a service provider agreement with the Listing,Advisor and Moor Park Capital Partners LLP (the “Former Service Provider”), pursuant to which the Former Service Provider agreed to provide, subject to the Advisor’s oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performing due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. On January 16, 2018, we entered intonotified the Former Service Provider that it was being terminated, and this termination became effective as of March 17, 2018. Additionally, as a result of our termination of the Former Service Provider, the property management and leasing agreement between the Property Manager and the Former Service Provider terminated by its own terms.
adjustment under certain circumstances. These caps were not applicable during the year ended December 31, 2018.
Agreement, such as fees and compensation paid to any third-party service providers engaged by the Advisor (including amounts payable to the Former Service Provider prior to its termination) and the Advisor’s overhead expenses, rent and travel expenses, professional services fees incurred with respect to the Advisor for the operation of its business, insurance expenses (other than with respect to our directors and officers) and information technology expenses. We do not reimburse either our Advisor or our Property Manager for any compensation paid to individuals who also serve as our executive officers, or the executive officers of our Advisor, our Property Manager or any of their respective affiliates. In addition, these reimbursements are subject to the limitation that we will not reimburse the Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income.
In connectionAgreements
Performance Level (% of Absolute TSR LTIP Units Earned) | | | Absolute TSR | | | Number of Absolute TSR LTIP Units Earned | | |||||||||
Below Threshold | | | | | —% | | | | Less than 24% | | | | | — | | |
Threshold | | | | | 25% | | | | 24% | | | | | 319,366 | | |
Target | | | | | 50% | | | | 30% | | | | | 638,733 | | |
Maximum | | | | | 100% | | | | 36% or higher | | | | | 1,277,465 | | |
Performance Level (% of Relative TSR LTIP Units Earned) | | | Relative TSR Excess | | | Number of Absolute TSR LTIP Units Earned | | |||||||||
Below Threshold | | | | | —% | | | | Less than -600 basis points | | | | | — | | |
Threshold | | | | | 25% | | | | -600 basis points | | | | | 319,366 | | |
Target | | | | | 50% | | | | — basis points | | | | | 638,733 | | |
Maximum | | | | | 100% | | | | +600 basis points | | | | | 1,277,465 | | |
The2015 OPP, the Advisor will bewas eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the listing date, June 2, 2015, the date of the Listing, based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciationabsolute TSR and Common Stock dividends, as measured againstthe amount by which the Company’s absolute TSR exceeded the average TSR of a peer group, of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”);June 2, 2015; each 12-month period during the Three-Year Period (the “One-Year Periods”);three years thereafter; and the initial 24-month period thereafter.
Performance Period | Annual Period | Interim Period | ||||||||||
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: | 21 | % | 7 | % | 14 | % | ||||||
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: | ||||||||||||
• 100% will be earned if cumulative Total Return achieved is at least: | 18 | % | 6 | % | 12 | % | ||||||
• 50% will be earned if cumulative Total Return achieved is: | — | % | — | % | — | % | ||||||
• 0% will be earned if cumulative Total Return achieved is less than: | — | % | — | % | — | % | ||||||
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: | 0% – 18% | 0% – 6% | 0% – 12% |
The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The awardany earned for the Three-Year Period is based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period is based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Performance Period will be forfeited.
Subjectwere to vest, subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of June 2, 2015. Because no performance goals under the Effective Date. Any2015 OPP were achieved, no LTIP Units issued under the 2015 OPP were earned and vestedall LTIP Units may be converted into OP Units in accordance withissued under the terms and conditions of2015 OPP were automatically forfeited without the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vestingpayment of any earned LTIP Units in the event Advisor is terminated or in the eventconsideration by the Company incurs a change in control, in either case prior to the end of the Three-Year Period.
On February 25, 2016, the OPP was amended and restated to reflect the merger of two of the companies in the peer group.
Concurrent with the Listing, we, as the general partner ofor the OP, caused the OP, subject to the terms of the Second Amended and Restated Agreement of Limited Partnership, to evidence the OP's obligation to distribute certain amounts to the Special Limited Partner through the issuance of a note by the OP (the “Listing Note”). The amount of the Listing Note was determined, in part, based on the average market value of our outstanding shares of Common Stock for the period of 30 consecutive trading days, commencing on the 180th calendar day following the Listing. The principal amount of the Listing Note was determined to be
zero dollarseffective as of December 31, 2015. The Listing Note measurement period ended on January 23, 2016 and no amounts were payable pursuant to its terms.
The predecessor to AR Global was a party to a services agreement with RCS Advisory pursuant to which RCS Advisory and its affiliates provided us and certain other companies currently sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.
On December 31, 2014, we entered into an agreement with RCS Capital, the investment banking and capital markets division of the Former Dealer Manager, for strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company, (ii) the possible listing of the Company’s securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Company also retained Barclays Capital Inc. as a strategic advisor. Both RCS Capital and Barclays Capital Inc. were each entitled to receive a transaction fee equal to 0.23% of the transaction value in connection with a possible sale transaction, listing or acquisition, if any. In connection with Listing, we incurred approximately $18.7 million of listing related fees during the year ended December 31, 2015 of which $6.0 million was paid to RCS Capital and $6.1 million to Barclays Capital Inc., including out of pocket expense in connection with these agreements. In addition, we incurred and paid to RCS Capital $2.5 million for personnel and support services in connection with the Listing. We also incurred $0.6 million of transfer agent fees to ANST in relation to the Listing.
We were party to a transfer agency agreement with ANST, pursuant to which ANST provided us with transfer agency services (including broker and stockholder servicing, transaction processing, year-end Internal Revenue Service (“IRS”) reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services).
Agreement
We have entered into an investment opportunity allocation agreement (the “Global II Allocation Agreement”) with Global II. Pursuant to the Global II Allocation Agreement, each opportunity to acquire one or more office or industrial properties will be presented to each of us and Global II. If both we and Global II determine to pursue such opportunity, it must first be offered to us until such time as we have substantially completed our acquisitions. To the extent that we determine not to pursue an office or industrial property acquisition, such opportunity is made available to Global II. Notwithstanding the foregoing, any priority to proposed office or industrial property acquisitions will be lifted in cases in which a proposed office or industrial property acquisition would overly concentrate us or Global II in a particular industry or tenant.
We have entered into an indemnification agreement with each of our directors and officers, and certain former directors and officers, the Advisor and certain of its affiliates, providing for indemnification and advancement of such directors and officersexpenses to them in connection with claims or liability they may become subject to due to their service to us consistent with the provisions of our charter. No amountscharter and Maryland law. Through the date of this Proxy Statement, we have been paidreimbursed the Advisor for approximately $1.1 million with respect to litigation expenses incurred by us to these individuals pursuantthe Advisor in connection with the litigation related to the indemnification agreement through April 29, 2016.
All of the members of the Board voted
In August 2015, we established a conflicts committee. Prior to establishing the
In order to reduce or eliminate certain potential conflicts of interest, the current Company’s charter contains a number of restrictions or we have adopted policies relating to: (1) transactions we enter into with our Sponsor, our directors, our officers, our Advisor and its affiliates, and certain of our stockholders, (2) certain future offerings, and (3) allocation of investment opportunities among investment programs sponsored directly or indirectly by the parent of our Sponsor. Some of these restrictions are set forth below:
2018.
2018.
Aggregate
PwC’s audit fees for the audit
There were no audit relatedrequirement. Aggregate fees for the years ended December 31, 20152018 and December 31, 2014.
audit committee.
GLOBAL NET LEASE, INC. 405 PARK AVE., 3RD FLOOR NEW YORK, NY 10022SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com/GNL or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E58760-P18707 GLOBAL NET LEASE, INC. The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees for Class II Directors: 1a. Lee M. Elman 1b. P. Sue Perrotty 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date