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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934


Filed by the Registrant ☒
Filed by the Registrantx
Filed by a Party other than the Registranto

Filed by a Party other than the Registrant ☐
Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

☐
Preliminary Proxy Statement
​
☐
Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
GLOBAL NET LEASE, INC.

​
(Name of Registrant as Specified in Its Charter)

​
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

☒

No fee required.

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☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
Title of each class of securities to which transaction applies:
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(2)
Aggregate number of securities to which transaction applies:
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(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
Proposed maximum aggregate value of transaction:
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(5)
Total fee paid:
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☐
Fee paid previously with preliminary materials.
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☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
Amount Previously Paid:
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(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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[GRAPHIC MISSING]

405 Park


[MISSING IMAGE: lg_global-4clr.jpg]
650 Fifth Avenue, 1430th Floor
New York, New York 10022

10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 31, 2017

March 27, 2017

25, 2020

February 28, 2020
To the Stockholders of Global Net Lease, Inc.:

I am pleased to invite our stockholders to the 20172020 Annual Meeting of Stockholders (“Annual Meeting”) of Global Net Lease, Inc., a Maryland corporation (the “Company”). The Annual Meeting will be held on May 31, 2017March 25, 2020 at The Core Club, located at 66 E. 55th Street, New York, NY 10022, commencing at 1:3:00 p.m. (local time). At the Annual Meeting, you will be asked to consider and vote upon (1) the election of sixtwo members toof the Board of Directors to serve until the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and until their successors are duly elected and qualify, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017,2020, and (3) the transaction of such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

Our Board of Directors has fixed the close of business on April 5, 2017February 14, 2020 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 ourthe Company’s 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.

For further information regarding the matters to be acted upon at the Annual Meeting, I urge you to carefully read the accompanying proxy statement. We makestatement. The Company makes proxy materials available to our stockholders on the Internet. You can access proxy materials atwww.proxyvote.com/GNL. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Internet Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included therein. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously have submitted your proxy.

Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.

You are cordially invited to attend the Annual Meeting. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting in person or not, it is important that your shares be voted on matters that come before the Annual Meeting. Your vote is important.

By Order of the Board of Directors,

/s/ Nicholas Radesca

Nicholas RadescaChristopher J. Masterson
​
Christopher J. Masterson
Chief Financial Officer, Treasurer and Secretary


 

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GLOBAL NET LEASE, INC.

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​​​Page​
Page
PROXY STATEMENT
​​​​1​​
INFORMATIONQUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
​​​​2​​
PROPOSAL NO. 1 — ELECTIONBOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
​​​​7​6​
NomineesBoard of Directors and Executive Officers
​​​​7​6​
Business Experience of Nominees for Class III Directors
​​​​7​6​
Continuing Directors
​​​​8​​
Executive Officers
​​​​10​​
Information About the Board of Directors and its Committees
​​​​1110​​
Leadership Structure of the Board of Directors
​​​​11​​
Oversight of Risk Management
​​​​11​​
Audit CommitteeHedging Policy
​​​​11​​
Audit Committee
​​​​11​​
Compensation Committee
​​​​12​​
Nominating and Corporate Governance Committee
​​​​13​​
Conflicts Committee
​​13​
Director Independence​14​​
Director Independence
​​​​14​​
Familial Relationships
​​​​15​​
Communications with the Board of Directors
​​​​1415​​
COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS, DIRECTORS
AND CERTAIN STOCKHOLDERS
​​​​1516​​
Compensation of Executive Officers
​​​​1516​​
Directors and Executive Officers15
Compensation of Directors
​​​​16​​
Share-Based Compensation
​​​​1817​​
STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS
​​​​19​​
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
​​​​2120​​
AdvisorAdvisory Agreement
​​​​20​​
2018 Multi-Year Outperformance Agreement
​​​​22​​
Property Manager
​​​​23​​
Investment Allocation Agreement
​​​​24​​
Former ArrangementsIndemnification Obligations
​​​​24​​
Investment Allocation Agreements24
Indemnification Agreements25
Affiliated Transaction Best Practices Policy
​​​​2524​​
Certain Conflict Resolution Procedures
​​​​25​​
AUDIT COMMITTEE REPORT
​​​​26​​
PROPOSAL NO. 1  —  ELECTION OF DIRECTORS
​​​​27​​
PROPOSAL NO. 2  —  RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
​​​​2728​​
Fees
​​​​2728​​
Pre-Approval Policies and Procedures
​​27​
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE​28​​
DELINQUENT SECTION 16(A) REPORTS
​​​​29​​
CODE OF ETHICS
​​​​2829​​
OTHER MATTERS PRESENTED FOR ACTION AT THE 2017 ANNUAL MEETING
​​​​2829​​
STOCKHOLDER PROPOSALS FOR THE 20182021 ANNUAL MEETING
​​​​2930​​
Stockholder Proposals in the Proxy Statement
​​​​2930​​
Stockholder Proposals and Nominations for Directors to Be Presented at Meetings
​​​​2930​​

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[GRAPHIC MISSING]

405 Park​


[MISSING IMAGE: lg_global-4clr.jpg]
650 Fifth Avenue, 1430th Floor
New York, New York 10022

10019
PROXY STATEMENT

The accompanying proxy is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), for use at the 20172020 Annual Meeting of Stockholders (“Annual(the “Annual Meeting”) and at any postponement or adjournment thereof, and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 20162019 (our “2016“2019 10-K”). References in this Proxy Statement to “we,” “us,” “our,” “our company”“our” or like terms also refer to the Company, and references in this Proxy Statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive offices is 405 Park650 Fifth Avenue, 1430th Floor, New York, New York 10022.10019. This Proxy Statement, the proxy card, the Notice of Annual Meeting and our 20162019 10-K have either been maileddelivered to you or been made available to you on the Internet. Mailing to our stockholders is expected to commence on or about April 5, 2017.February 28, 2020. Additional copies of this Proxy Statement and our 20162019 10-K will be furnished to you, without charge, by writing us at Global Net Lease, Inc. 405 Park, 650 Fifth Avenue, 1430th Floor, New York, New York 10022,10019, Attention: Investor Relations or emailing us at investorrelations@ar-global.com.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting To Be Held on May 31, 2017

March 25, 2020
This Proxy Statement, the Notice of Annual Meeting and our 20162019 10-K are available at:
www.proxyvote.com/GNL


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​INFORMATION


QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

We are providing you with this Proxy Statement, which contains information about the items to be considered and voted on at the Annual Meeting. To make this information easier to understand, we have presented some of the information in a question-and-answer format.
Q:
Why did you send me this Proxy Statement?
​
A:
We sent you this Proxy Statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting. You can access this Proxy Statement and the other proxy materials at www.proxyvote.com/GNL.
​
Q:
What is a proxy?
​
A:
A proxy is a person who votes the dateshares of stock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing James P. Nelson and Christopher J. Masterson, each of whom are executive officers of the Company, as your proxies, and you are giving them permission to vote your shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the Annual Meeting.
​
Q:
When is the Annual Meeting and where will it be held?

​
A:
The Annual Meeting will be held on May 31, 2017, commencingWednesday, March 25, 2020, at 1:3:00 p.m. (local time) at The Core Club, located at 66 E. 55thStreet, New York, NY 10022.

​
Q:
What willam I be votingbeing asked to vote on at the Annual Meeting?

​
A:
At the Annual Meeting, you will be asked to:

1.elect six directors to serve until our 2018 annual meeting of stockholders and until their successors are duly elected and qualify;
2.ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and
3.
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•
elect James L. Nelson and Edward M. Weil, Jr. as Class III directors to serve until our 2023 Annual Meeting and until their successors are duly elected and qualify;
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•
ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and
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•
consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

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.

Why did I receiveand any postponement or adjournment thereof.

​
Q:
Who is entitled to vote?
​
A:
Anyone who is a notice in the mail regarding the Internet availabilityholder of the proxy materials insteadrecord of a paper copy of the proxy materials?

As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and our 2016 10-K available to our stockholders electronically via the Internet. On or about April 5, 2017, 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 2016 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 2016 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.

Who can voteCommon Stock at the Annual Meeting?

The record dateclose of business on February 14, 2020 (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.

​
Q:
How many shares of business on April 5, 2017. Common Stock are outstanding?
​
A:
As of March 24, 2017, 66,269,225the record date, 89,458,753 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.

How many votes do I have?

Each share

​
Q:
What constitutes a “quorum”?
​
A:
If holders of a majority of our shares of our Common Stock entitlesoutstanding on the holder to one vote on each matter consideredrecord date are present at the Annual Meeting, either in person or any postponementby proxy, we will have a quorum present, permitting the conduct of business at the Annual Meeting. Abstentions and broker non-votes will be counted to determine whether a quorum is present.
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Q:
What is a “broker non-vote”?
​
A:
A broker non-vote occurs when a broker, bank or adjournment thereof. Theother nominee holding shares for a beneficial owner submits a proxy card showsbut does not vote on a particular proposal because the numbernominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. Brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters which the New York Stock Exchange (the “NYSE”) determines to be “non-routine,” without specific instructions from the beneficial owner. Thus, beneficial owners of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, their shares will not be voted in connection with the election of Common Stock you are entitleddirectors at the Annual Meeting. However, even without these instructions, the shares of beneficial owners will be treated as present for the purpose of establishing a quorum if the broker votes shares on the ratification of the appointment of PwC, which is a routine matter with respect to which brokers have discretionary authority to vote.

​
Q:
How maydoes the Board of Directors recommend I vote on each proposal?
​
A:
The Board of Directors recommends a vote “FOR” the election of James L. Nelson and Edward M. Weil, Jr. as Class III directors and a vote “FOR” the ratification of the appointment of PwC.
​
Q:
How do I vote?

You may

​
A:
Stockholders can vote in person at the Annual Meetingmeeting or by proxy. Stockholders may submithave the following three options for submitting their votes by proxy:
​
•
via the Internet at www.proxyvote.com/GNL;
​
•
by telephone, for automated voting (800) 690-9603 at any time prior to 11:59 p.m. on March 24, 2020, and follow the instructions provided on the proxy card; or
​
•
if you requested a printed set of proxy materials, by mail, by completing, signing, dating and returning their proxy card in the enclosed envelope. Stockholders also have the following two options for authorizing a proxy to vote their shares:

•via the Internet atwww.proxyvote.com/GNL at any time prior to 11:59 p.m. Eastern Time on May 30, 2017, and follow the instructions provided on the proxy card; or
by telephone, by calling (800) 690-6903 at any time prior to 11:59 p.m. Eastern Time on May 30, 2017, and follow the instructions provided on the proxy card.
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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 avoting, see the enclosed proxy to vote your shares, see your proxy card. You may also vote your shares at the Annual Meeting.

If you elect to attend the Annual Meeting, you maycan submit your vote in person, and any proxiesprevious proxy that you authorized, by mail orwhether by Internet, telephone or telephonemail, will be superseded by the vote thatsuperseded. If you cast at the Annual Meeting.

How will proxies be voted?

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”: (1) the election of six director nominees namedJames L. Nelson and Edward M. Weil, Jr. as Class III 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 this Proxy Statementthe discretion of Mr. Nelson and Mr. Masterson, or either of them.

Q:
How do I vote if I hold my shares in “street name”?
​
A:
If your shares are held by your bank, broker or other nominee as your nominee (in “street name”), you should receive a voting instruction form in paper, or electronic means to serve until our 2018 annual meetingprovide instructions, from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your broker holds your shares of stockholdersCommon Stock in street name and until their successors are duly elected and qualify; and (2)you do not provide your broker with instructions, your broker will vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker. Of the proposals expected to come before the Annual Meeting, only ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

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.

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If your shares are held in street name and you wish to attend the Annual Meeting other thanor vote in person, you must bring your broker or bank voting instruction card and a proxy, executed in your favor, from the record holder of your shares. In addition, you must bring valid government-issued photo identification, such as set forth in the attached Notice of Annual Meeting of Stockholders. However,a driver’s license or a passport.
Q:
What if other matters requiring the vote of our stockholders come before the Annual Meeting, it is the intention of the persons named in theI submit my proxy card to vote the proxies held by them in their discretion.

How can Iand then change my vote or revoke a proxy?

mind?

​
A:
You have the unconditional right to revoke your proxy at any time before the meeting by:
​
•
notifying Mr. Masterson, our Secretary, in writing;
​
•
attending the meeting and voting in person;
​
•
returning another proxy card dated after your first or prior toproxy card, if we receive it before the voting thereof by: (i) submittingAnnual Meeting date; or
​
•
authorizing a later-datednew proxy either by telephone, via the Internet or inby telephone to vote your shares.
​
Only the mail to ourmost recent proxy solicitor Broadridge Investor Communication Solutions, Inc. (“Broadridge”) at the following address: Broadridge Investor Communication Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717; or (ii) by attending the Annual Meeting and voting in person. No written revocation of your proxyvote will be effective, however, unlesscounted and until it is received at or priorall others will be discarded regardless of the method of voting.
Q:
Will my vote make a difference?
​
A:
Yes. Because we are a widely held company, YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.
​
Q:
What are the voting requirements to elect the Annual Meeting.

What vote is required to approve each item?

Board of Director nominees?

​
A:
There is no cumulative voting in the election of our directors. EachThe election of each of our nominees for director is elected byrequires the affirmative vote of the holders of a plurality of all of the votes cast at a meeting at which a quorum is present, in person or by proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
​
Q:
What are the voting requirements to approve the proposal to ratify the appointment of PwC, the Company’s independent registered public accounting firm for the year ending December 31, 2020?
​
A:
The proposal to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2020 requires the affirmative vote of at least a majority of all the votes cast on the proposal at a meeting at which a quorum is present. For purposes of ratification of the appointment of PwC as the Company’s independent registered public accounting firm, abstentions and broker non-votes, if any, will count toward the presence of a quorum butnot be counted as votes cast and will have no effect on the proposal.

What is a “broker non-vote”?

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.

​
Q:
How will proxies be voted?
​
A:
Shares of the shares.

Are stockholders entitled to appraisal rights in connection with any of the proposals?

None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter (the “Charter”).

What constitutes a “quorum”?

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 entitledJames L. Nelson and Edward M. Weil, Jr. as Class III directors to cast a majorityserve until our 2023 Annual Meeting and until their successors are duly elected and qualify, and (2) the ratification of all the votes entitledappointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

​
The Board of Directors does not intend to be castpresent, and has no information indicating that others will present, any business at the Annual Meeting constitutes a quorum. Abstentions and broker non-votes will be countedor any postponement or adjournment thereof other than as present forset forth in the purposeattached Notice of establishing a quorum.

Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the proxies held by them in their discretion.

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Will you incur expenses in soliciting proxies?

We are soliciting


Q:
How will voting on any other business be conducted?
​
A:
Although we do not know of any business to be considered at the proxy on behalfAnnual Meeting other than the election of James L. Nelson and Edward M. Weil, Jr. as Class III directors and the ratification of the Boardappointment of Directors,PwC, if any other business is properly presented at the Annual Meeting, a submitted proxy gives authority to Mr. Nelson and weMr. Masterson, and each of them, to vote on such matters in accordance with their discretion.
​
Q:
When are the stockholder proposals for the next annual meeting of stockholders due?
​
A:
Stockholders interested in nominating a person as a director or presenting any other business for consideration at our 2021 annual meeting of stockholders (the “2021 Annual Meeting”) may do so by following the procedures prescribed in our bylaws and, in the case of proposals within the scope of Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), by following the procedures specified by that rule. To be eligible for presentation to and action by the stockholders at the 2021 Annual Meeting under our current bylaws, director nominations and other stockholder proposals must be received by our secretary no earlier than October 1, 2020 and no later than 5:00 p.m. Eastern Time on October 31, 2020. 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. To be eligible for inclusion in our proxy statement for the 2021 Annual Meeting under Rule 14a-8 under the Exchange Act, stockholder proposals must comply with Rule 14a-8 and be received at our principal executive offices no later than October 31, 2020. Proposals should be sent via registered, certified or express mail to: Global Net Lease, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Christopher J. Masterson, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2021 Annual Meeting.”
​
Q:
Who pays the cost of this proxy solicitation?
​
A:
We will pay all of the costs of preparing, assemblingsoliciting these proxies. We have contracted with Broadridge Investor Communication Solutions, Inc. (“Broadridge”) to assist us in the distribution of proxy materials and mailing the solicitation of proxies. We expect to pay Broadridge aggregate fees of approximately $10,000 to distribute and solicit proxies plus other fees and expenses for other services related to this proxy materials.solicitation, including the review of proxy materials; dissemination of brokers’ search cards; distribution of proxy materials; operating online and telephone voting systems; and receipt of executed proxies. In compliance with the regulations of the SEC, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses to the extent they forward proxy and solicitation materials to our stockholders. Our directors and officers and employees of affiliates of our Advisor and its affiliatesadvisor, Global Net Lease Advisors, LLC (the “Advisor”), may also solicit proxies on our behalf in person, or by telephone, facsimile or other means, for which they will not receive any additional compensation. We have retained Broadridge to aid in the solicitation of proxies. Broadridge will receive a fee of approximately $16,000 for proxy solicitation services provided for us, plus the reimbursement of certain costs and out-of-pocket expenses incurred in connection with their services, all of which will be paid by us. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forward copies of
​
Q:
Is this Proxy Statement the only way that proxies are being solicited?
​
A:
No. In addition to peopleour mailing proxy solicitation material, our directors and officers and employees of Broadridge and affiliates of the Advisor may also solicit proxies in person, via the Internet, by telephone or by any other electronic means of communication we deem appropriate.
​
Q:
Where can I find more information?
​
A:
You may access, read and print copies of the proxy materials for this year’s Annual Meeting, including this Proxy Statement, form of proxy card, and annual report to stockholders, at the following website: www.proxyvote.com/GNL.
​
You can request a paper or electronic copy of the proxy materials, free of charge:
•
via Internet, at www.proxyvote.com/GNL;
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•
via telephone, at (800) 579-1639; or
​
•
via e-mail, at sendmaterial@proxyvote.com.
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We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on whose behalf they hold shares of Common Stock and to request authority for the exercise of proxiesweb site maintained by the record holders on behalfSEC at www.sec.gov. Our SEC filings also are available to the public at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You also may obtain copies of those people. In compliance with the regulationsdocuments at prescribed rates by writing to the Public Reference Section of the SEC we will reimburse such personsat 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for reasonable expenses incurred by them in forwarding proxy materials tofurther information regarding the beneficial owners of shares of our Common Stock.

As the date of the Annual Meeting approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representative 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, 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 for the stockholder’s instructions on the proposal. Although the Broadridge representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Broadridge will record the stockholder’s instructions on the card. Within 72 hours, the stockholder will be sent a letter to confirm his or her vote and asking the stockholder to call Broadridge immediately if his or her instructions are not correctly reflected in the confirmation.

public reference facilities.

Q:
What does it mean if I receive more than one proxy card?

​
A:
Some of your shares of Common Stock may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or via the Internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares of Common Stock are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call our Investor Relations department at (866) 902-0063. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.

​
Q:
What if I receive only one set of proxy materials although there are multiple stockholders at my address?

​
A:
The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to send a single set of any annual report, proxy statement, proxy statement combined with a prospectus, notices or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “Householding.” This rule benefits both you and us. It reducesus by reducing the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to have a separate stockholder identification number and receive a separate proxy card or voting instruction card.

​
We will promptly deliver, upon written or oral request, a separate copy of our 20162019 10-K or this Proxy Statement as applicable, to a stockholder at a shared address to which a single copy was previously delivered. 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 Park650 Fifth Avenue, 1430th Floor, New York,


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New York 10022,10019, 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.

Q:
Whom should I call with other questions?

​
A:
If you have additional questions about this Proxy Statement or the Annual Meeting including obtaining directions to the Annual Meeting, or would like additional copies of this Proxy Statement, or our 20162019 10-K or any documents relating to any of our future stockholder meetings, please contact:

Global Net Lease, Inc.
405 Park Avenue, 14th Floor
New York, New York 10022
Attention: Investor Relations
Telephone: (866) 902-0063
E-mail: investorrelations@ar-global.com
website:www.globalnetlease.com

How do I submit a stockholder proposal for next year’s annual meeting or proxy materials, and what is the deadline for submitting a proposal?

In order for a stockholder proposal to be properly submitted for presentation at our 2018 annual meeting and included in the proxy materials for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 6, 2017 and ending at 5:00 p.m., Eastern Time, on December 6, 2017. 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 Park650 Fifth Avenue, 1430th Floor, New York, New York 10022,10019, Attention: Nicholas Radesca, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2018 Annual Meeting.”

UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR”: (I) ELECTION OF THE SIX NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE COMPANY’S 2018 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, 2017. 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.

Investor Relations, Telephone: (866) 902-0063, E-mail: investorrelations@ar-global.com, website: www.globalnetlease.com.
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​PROPOSAL NO. 1 —​​

 
ELECTION
BOARD OF DIRECTORS,

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Board of Directors is responsible for monitoring and supervising the performance of our day-to-day operations and our advisor, Global Net Lease Advisors, LLC (the “Advisor”).the Advisor. The Advisor is controlled by AR Capital Global Holdings, LLC, which is wholly owned by AR Global Investments, LLC (“AR Global”). Mr. Bowman,In accordance with our chief executive officer and president, directly owns 10%charter, our Board of the membership interests in our Advisor. Directors are elected annually by our stockholders, and there is no limit on the numberdivided into three classes of times a director may be elected to office.directors. Each director serves until the next annual meeting of stockholders held in the third year following the year of his or (if longer)her election and until his or her successor is duly elected and qualifies. At the Annual Meeting, two Class III directors will be elected to serve until our 2023 Annual Meeting and until their successors are duly elected and qualify. The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors. Our bylaws provide that the number of directors may not be less than one, orwhich is the minimum number required by the Maryland General Corporation Law (the “MGCL”), noror more than fifteen.15. The number of directors on the Board is currently fixed at six.

The six, of which four are independent.

Board of Directors has proposed the following nominees for election as directors, each to serve for a term ending at the 2018 annual meeting of stockholders and until his or her successor is duly elected and qualifies: Edward M. Weil, Jr., Lee M. Elman, James L. Nelson, P. Sue Perrotty, Edward G. Rendell and Abby M. Wenzel. Each nominee currently serves as a director of the Company.

The proxy holder named on the proxy card intends to vote “FOR” the election of each of the six 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 plurality of all of the votes cast at a meeting at which 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.

Nominees

Executive Officers

The table set forth below lists the names, ages and ages ofcertain other information about James L. Nelson and Edward M. Weil, Jr., our Class III directors with terms expiring at the Annual Meeting (who are also nominees for election as Class III directors at the Annual Meeting), for each of the nomineescontinuing members of our Board and for each of our 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		​
James L. Nelson​​III​​​​70​​​Director, Chief Executive Officer and
President		​​​​2017​​​​​2020​​​​​2023​​
Edward M. Weil, Jr.​​III​​​​52​​​Director​​​​2017​​​​​2020​​​​​2023​​
Continuing Directors​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Lee M. Elman​​II​​​​83​​​Independent Director, Conflicts
Committee Chair		​​​​2016​​​​​2022​​​​​—​​
P. Sue Perrotty​​II​​​​66​​​Non-Executive Chair, Audit Committee
Chair, Nominating and Corporate
Governance Committee Chair		​​​​2015​​​​​2022​​​​​—​​
Edward G. Rendell​​I​​​​76​​​Independent Director, Compensation
Committee Chair		​​​​2012​​​​​2021​​​​​—​​
Abby M. Wenzel​​I​​​​59​​​Independent Director​​​​2012​​​​​2021​​​​​—​​
Executive Officers (not
listed above)		​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Christopher J. Masterson​​N/A​​​​37​​​Chief Financial Officer, Treasurer and
Secretary		​​​​N/A​​​​​N/A​​​​​N/A​​
Nominees for Class III Directors
James L. Nelson
James L. Nelson has served as chief executive officer and president of the dateCompany since August 2017 and is a Class III director, prior to which he served as an independent director of this Proxy Statementthe Company beginning in March 2017. Mr. Nelson has also served as chief executive officer of the Advisor and Global Net Lease Properties, LLC (the “Property Manager”) since August 2017. Since March 2019, Mr. Nelson has also served as a director and member of the positionaudit committee of Caesars Entertainment Corporation. Since April 2014, he has been a director of Herbalife Nutrition Ltd. Previously Mr. Nelson served as a director of multiple companies including: Icahn Enterprises G.P., Inc., the general partner of Icahn Enterprises L.P., from June 2001 to March 2019 where he also served on the audit committee; IEH Auto Parts LLC from June 2015

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to March 2019; New York REIT, Inc. (now known as New York REIT Liquidating LLC, “NYRT”) from November 2015 to June 2017; and officeVoltari Corporation from June 2011 through September 2015. Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009, and also served as a chief executive officer and chairman of other businesses during that each nominee currently holds withperiod, including Orbitex Management, Inc., a financial services company in the Company:

mutual fund sector.
NameAgePosition
Edward M. Weil, Jr.50Director
Lee M. Elman80Independent Director, Conflicts Committee Chair
James L. Nelson67Independent Director, Audit Committee Chair
P. Sue Perrotty63Non-Executive Chair, Nominating and Corporate Governance Committee Chair
Edward G. Rendell73Independent Director, Compensation Committee Chair
Abby M. Wenzel56Independent Director

Business ExperienceOur Board of Nominees

Directors believes that Mr. Nelson’s experience as a director and executive officer of multiple companies make him well qualified to serve as a member of our Board of Directors.

Edward M. Weil, Jr.

Edward M. Weil, Jr. has served as a director of the Company since January 2017.2017 and is a Class III director. Mr. Weil previously served as an executive officer of the Company, the Advisor and the Property Manager from their respective formations in July 2011, July 2011 and January 2012, until October 2014. Mr. Weil also previously served as a director of the Company from May 2012 until September 2014. Mr. Weil also has been the chief executive officer of AR Global since January 2016 and has a non-controlling interest in the parent of AR Global. Mr. Weil has servedCurrently, he also serves in leadership positions at three other REITs advised by affiliates of AR Global: as chairman of the board of directors of Nasdaq-listed American Finance Trust, Inc. (“AFIN”) and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015; as executive chairman of American Realty Capital Healthcare Trust III, Inc. (“HT III”) since November 2015, and previously served as an executive officer of HT III, the HT III advisor and the HT III property manager from their respective formations in April 2014 until November 2014. Mr. Weil has served as executive chairman of American Realty Capital New York City REIT, Inc. (“NYCR”) since November 2015 and as chief executive officer, president and secretary of NYCR, the NYCR advisor and the NYCR property manager since March 2017. Mr. Weil has served as chairman of the board of directors of


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American Finance Trust, Inc. (“AFIN”)2017; and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015. Mr. Weil also previously served as an executive officer of AFIN, the AFIN advisor and the AFIN property manager from their formation in January 2013 until November 2014, and served as a director of AFIN from January 2013 to September 2014. Mr. Weil has served as a director of Healthcare Trust, Inc. (“HTI”) since October 2016 and previously served as anchief executive officer of HTI, the HTI advisor and the HTI property manager from their formation in October 2012 until November 2014.

since August 2018.

Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global, including: as chairman, chief executive officer, president of American Realty Capital Healthcare Trust III, Inc. (“HT III”) until its liquidation and dissolution in March 2019; as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) from November 2015 until the close of Global II’s merger with GNL in December 2016, and previously served as an executive officer ofwhen Global II merged with the Global II advisor and the Global II property manager from their respective formations in April 2014 until October 2014. Mr. Weil previously servedCompany (the “Merger”); as a director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global, from December 2015 until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. Weil previously served; as chief executive officer, president and chairman of American Realty Capital — Retail Centers of America, Inc. (“RCA”) and the RCA advisor from December 2015 until the close of RCA’sits merger with AFIN in February 2017, and previously served as an executive officer of RCA and the RCA advisor from their formation in July 2010 and May 2010, respectively, until November 2014. Mr. Weil previously served2017; as a trustee of American Real Estate Income Fund from May 2012 until its liquidation in August 2016. Mr. Weil previously served2016; as a trustee of Realty Capital Income Funds Trust, a family of mutual funds, advised by an affiliate of AR Global, from April 2013 until its dissolution in January 2017.

Mr. Weil served as an executive officer of American Realty Capital Trust, Inc. (“ARCT”), the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012. Mr. Weil served as an executive officer of New York REIT, Inc. (“NYRT”), the NYRT property manager and the NYRT advisor from their formation in October 2009 until November 2014. Mr. Weil served as an executive officer of American Realty Capital Healthcare Trust, Inc. (“HT”), the HT advisor and the HT property manager from their formation in August 2010 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Weil served as a director of American Realty Capital Trust III, Inc. (“ARCT III”) beginning in February 20122017; and as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with VEREIT, Inc., formerly known as American Realty Capital Properties, Inc. (“VEREIT”) in February 2013. Mr. Weil served as a director of VEREIT from March 2012 until June 2014. Mr. Weil also served as an executive officer of VEREIT from its formation in December 2010 until February 2013. Mr. Weil served as an executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“DNAV”), the DNAV advisor and the DNAV property manager from their formation in September 2010 until November 2014, as a director of DNAV from September 2010 until August 2014, and again as an executive officer of DNAV from November 2015during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil served as an executive officer of American Realty Capital Trust IV, Inc. (“ARCT IV”), the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 and as a director of ARCT IV from January 2014, in each case until the close of ARCT IV’s merger with VEREIT in January 2014. Mr. Weil served as an executive officer of Realty Finance Trust, Inc. (now known as Benefit Street Partners Realty Trust, Inc.) (“RFT”) and the RFT advisor from November 2012 until January 2013. Mr. Weil served as an executive officer of the Phillips Edison Grocery Center REIT II, Inc. advisor from July 2013 until October 2014. Mr. Weil has served as a member of the board of directors of the sub-property manager of American Realty Capital Hospitality Trust, Inc. (“HOST”) from August 2013 until November 2014. Mr. Weil served as chief executive officer and president of the general partner of American Energy Capital Partners — Energy Recovery Program, LP from its formation in October 2013 until November 2014. Mr. Weil previouslyalso served as chairman of Realty Capital Securities, LLC (“RCS”) from September 2013 until November 2015 and was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. Mr. Weil served as a director of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016. Mr. Weil previously served as an executive officer of American


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Realty Capital — Retail Centers of America II, Inc. (“RCA II”) and the RCA II advisor from April 2014 until November 2014. Mr. Weil served on the board of trustees of United Development Funding Income Fund V until October 2014.

Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust, (“AFRT”) from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Weil his department wasalso previously served on the sole contributorboard of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in the increase of occupancy and portfolio revenue through the sales of over 200 properties and the leasing of over 2.2 million square feet, averaging 325,000 square feet of newly executed leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr. Weil was managing director of Milestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems Co.2013. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.

We believe

Our Board of Directors believes that Mr. Weil’s experience as a director or executive officer of the companies described above and his significant experience in real estate make him well qualified to serve as a member of our Board of Directors.

Continuing Directors
Lee M. Elman

Lee M. Elman has served as an independent director of the Company since December 2016.2016 and is a Class II director. Mr. Elman has served as our conflicts committee chair since March 2017. Mr. Elman has

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served as an independent director of HTI since December 2016 and as an independent director of NYCR since February 2016. Mr. Elman previously served as an independent director of Global II from April 2015 until the close of the Merger in December 2016, when2016. Global II closed its merger with the Company.

was sponsored and advised by affiliates of AR Global.

Since 1979, Mr. Elman has served as President of Elman Investors, Inc., an international real estate investment banking firm which he also founded. He is also a partner of Elman Ventures, an organization which is advisor to, and partner with, various foreign investors in United States real estate ventures. He has over 40 years of real estate experience, including as an investing principal, a real estate investment banker, and an investment advisor for both U.S. and foreign investors. As President of Elman Investors, Inc., Mr. Elman has negotiated the acquisition of properties in the United States, Europe and Latin America; and presently serves as a General Partnergeneral partner in numerous real estate partnerships. Mr. Elman holds a J.D. from Yale Law School and a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs.

We believe

Our Board of Directors believes that Mr. Elman’s experience as a director, or executive officer and general partner of themultiple companies described above make him well qualified to serve as a member of our Board of Directors.

James L. Nelson

James L. Nelson has served as an independent director of the Company since March 2017. Mr. Nelson has served as an independent director of NYRT since November 2015. Mr. Nelson has served as a director of Icahn Enterprises GP since June 2001 and is a member of the audit committee. Mr. Nelson has served as a director and a member of the audit committee of Herbalife Ltd. since April 2014. Mr. Nelson has served as a director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation (f/k/a Motricity Inc.) from June 2011 until September 2015, and from January 2012 until September 2015, he served as chairman of its board of directors. Mr. Nelson served as a director of Single Touch Systems, Inc., a technology based mobile media solutions provider, from May 2013 through April 2014. From April 2014 to August 2014, Mr. Nelson served as a director of Ubiquity Broadcasting Corporation, a vertically integrated, technology-focused media company. From December 2003 until June 2007 Mr. Nelson served as a director and member of the audit committee of American Entertainment Properties Corp. (“AEP”). From May 2005 until November 2007, Mr. Nelson served as a director and member of the audit committee of Atlantic Coast Entertainment Holdings, Inc. From 1986 until 2009, Mr. Nelson was chairman and chief executive officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company. From March 1998 through 2003, Mr. Nelson was chairman and chief executive officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients. From August 1995 until July 1999, Mr. Nelson was chief executive officer and co-chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. From August 1995 until March 2001, he was on the Board of Orbitex


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Financial Services Group. From April 2003 through April 2010, Mr. Nelson served as a director and chairman of the audit committee of the Viskase Companies INC., a food packaging company. From January 2008 through June 2008, Mr. Nelson served as a director and member of the audit committee of Shuffle Master, Inc., a gaming manufacturing company. From March 2008 until March 2010, Mr. Nelson was a director and served on the audit committee of Pacific Energy Resources Ltd., an energy producer. From April 2008 until November 2012 Mr. Nelson served as a director and as chairman of the audit committee of Cequel Communications, an owner and operator of a large cable television system. From March 2010 to May 2014 Mr. Nelson served as a director and member of the audit committee of Tropicana Entertainment Inc., a subsidiary of Icahn Enterprises L.P. From April 2010 to November 2013, Mr. Nelson served as a director and member of the audit committee of Take-Two Interactive Software, Inc., a global publisher and developer of interactive entertainment software products.

We believe that Mr. Nelson’s experience as a director or executive officer of the companies described above make him well qualified to serve as a member of our Board of Directors.

P. Sue Perrotty

P. Sue Perrotty has served as non-executive chair and independent director of the Company since March 2015 and is a Class II director. Mr. Perrotty has served as our audit committee chair since July 2017 and our nominating and corporate governance committee chair since March 2015. SheMs. Perrotty also currently serves as an independent member of the board of managers of NYRT, and she served as a member of the board of NYRT from September 2014 until November 2018, when NYRT ceased to be listed on the NYSE, and chair of the audit committee of NYRT from December 2014 to June 2017. Previously, she has served as an independent director of HT III sincefrom August 2014, including as Audit Committee Chair since December 2014. Ms. Perrotty has served as an independent director of NYRT since September 2014, including as chair of NYRT’sits audit committee sincechair from December 2014. Ms. Perrotty has served2014, until HT III’s liquidation and dissolution in March 2019 and as an independent director of Axar Acquisition Corp. (formerly known as AR Capital Acquisition Corp. since) from October 2014.

Ms. Perrotty served as an independent director of HT from November 20132014 until the close of HT’s merger with Ventas, Inc.its liquidation and dissolution in January 2015. Ms. Perrotty also served as an independent director of DNAV from August 2013 until August 2014 and as an independent director of HOST from September 2013 until September 2014.October 2017. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services 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 Governor 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.

We believe

Our Board of Directors believes that Ms. Perrotty’s experience as a director orand executive officer of themultiple companies, described above,as well as her priorother business experience, and her leadership qualities make her well-qualifiedwell qualified to serve onas a member of our Board of Directors.

Edward G. Rendell

Gov.

Governor Edward G. Rendell has served as an independent director of the Company since March 2012 and is a Class I director. Governor Rendell has served as our compensation committee chair since March 2017. Governor Rendell has served as an independent director of HTI since December 2015, and as an independent director of AFIN since February 2017. Gov. Rendell has served as an independent director2017 and of BDCA an entity which was previously


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advised by an affiliate of AR Global, since January 2011. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Gov.Governor Rendell previously served, as an independent director of RCA from October 2012 until the close of RCA’s merger with AFIN in February 2017, and also previously served as an independent director of RCA from February 2011 until March 2012. He previously served as an independent directorBusiness Development Corporation of America II (“BDCA IIII”) from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of ARCT III from March 2012 until the close of ARCT III’s merger with VEREIT in February 2013. Gov. Rendell served as2016 and an independent director of VEREIT, Inc. (formerly known as American Realty Capital Properties, Inc.) from February 2013 until April 2015.

Gov.

Governor Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011. As the Governor of the Commonwealth of Pennsylvania, Gov. Rendell served as the chief executive of the nation’s 6th most populous state2011 and oversaw a budget of $28.3 billion. Gov. Rendell also served as the Mayor of Philadelphia from January 1992 through January 2000. As the Mayor of Philadelphia, Gov. Rendell eliminated a $250 million deficit, balanced the city’s budget and generated five consecutive budget surpluses. Gov.Governor Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Gov.Governor Rendell served as the District Attorney of Philadelphia from January 1978 through January 1986. In 1986, Gov. Rendell was a candidate for governor of the Commonwealth of Pennsylvania. In 1987, Gov. Rendell was a candidate for the mayor of Philadelphia. From 1988 through 1991, Gov. Rendell was an attorney at the law firm of Mesirov, Gelman and Jaffe. From 2000 through 2002, Gov. Rendell was an attorney at the law firm of Ballard Spahr. Gov. Rendellhas also worked on several real estate transactions as an attorney in private practice. An Army veteran, Gov.Governor Rendell holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School.

We believe


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Our Board of Directors believes that Governor Rendell’s experience as a director or executive officer of themultiple companies, described above andas well as his over thirty years of legal, political and management experience gained from serving in his capacities as the Governorchief executive 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.

Abby M. Wenzel

Abby M. Wenzel has served as an independent director of the Company since March 2012 and is a Class I director. Ms. Wenzel has served as an independent director of NYCR since March 2014 and as an independent director of HOSTHospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) since September 2013. Ms. Wenzel previously served as independent director of 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. SinceDepartment, until her retirement in June 2019. From January 2014 through December 2018, Ms. Wenzel has served as co-chair of theCozen O’Connor’s Real Estate Group. Ms. Wenzel has extensive experience representing developers, funds and investors in connection with their acquisition, disposition, ownership, use, and financing of real estate. Ms. Wenzel also practices in the capital markets practice area, focusing on capital markets, finance and sale-leaseback transactions. She has represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the owners, in connection with permanent, bridge, and construction loans, as well as senior preferred equity investments, interim financings and mezzanine financings. She has also represented lenders in connection with complex multiproperty/multistate corporate sales. Prior to joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner of its New York office and chair of its structured finance practice from October 1999 until April 2009. Ms. Wenzel currently serves as a trustee on the board of Community Service Society, a 160-year-old institution with a primary focus on identifying and supporting public policy innovations to support the working poor in New York City to realize social, economic, and political opportunities. Ms. Wenzel chairs the audit committee for Community Service Society. Ms. Wenzel also serves as a trustee on the board of The Citizen’s Budget Commission, a nonpartisan, nonprofit civic organization, founded in 1932, whose mission is to achieve constructive change in the finances and services of New York City and New York State government. Ms. Wenzel received her law degree from New York University School of Law and her undergraduate degree from Emory University.


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We believeOur Board of Directors believes that Ms. Wenzel’s experience as a director of themultiple companies, described above, her experience representing clients in connection with their acquisition, disposition, ownership, use, and financing of real estate, as well as her positionexperience in leadership positions at law firms and as co-chair of the Real Estate Group at Cozen O’Connora practicing attorney, make her well qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF EDWARD M. WEIL, JR.

Executive Officers
James L. Nelson
See “— Nominees for Class III Directors — James L. Nelson” for biographical information regarding James L. Nelson, the chief executive officer and president of the Company.
Christopher J. Masterson
Christopher J. Masterson has served as chief financial officer, treasurer and secretary of the Company, the Advisor and the Property Manager since November 2017. Mr. Masterson has also served as the chief financial officer and treasurer of NYCR, the NYCR advisor and the NYCR property manager since September 2019. Mr. Masterson joined AR Global in February 2013 and served in various roles during his tenure there, including as chief accounting officer for the Company, AFIN and RCA and as chief financial officer of BDCA Adviser II, LLC, the advisor to BDCA II. From October 2006 to February 2013, Mr. Masterson worked at Goldman Sachs & Co., LEE M. ELMAN, JAMES L. NELSON, P. SUE PERROTTY, EDWARD G. RENDELL, AND ABBY M. WENZEL AS MEMBERS OF THE BOARD OF DIRECTORS, EACH TO SERVE UNTIL THE COMPANY’S 2018 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES.

where he most recently served as a vice president in the Merchant Banking Division Controllers team. From August 2004 until October 2006, Mr. Masterson worked as an auditor at KPMG LLP. Mr. Masterson is a certified public accountant in New York State, and he holds a B.B.A. from the University of Notre Dame and an M.B.A. from New York University.

Information About the Board of Directors and its Committees

The Board of Directors is responsible for directingoverseeing the management of our business and affairs.operations. Our current executive officers are employees of affiliates of ourthe Advisor. As of December 31, 2016,2019, we have

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one employee based in Europe. We have retained the Advisor to manage our day-to-day operations. The Advisor is under common control with AR Global. Mr. Weil, one of our directors, is the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.

Mr. Nelson, our chief executive officer and president and one of our directors, holds a non-controlling interest in the Advisor and the Property Manager.

The Board of Directors held a total of 1415 meetings and took action by written consent or electronically on 1019 occasions during the year ended December 31, 2016.2019. The independent directors of the Board of Directors held a total of two meetings during the year ended December 31, 2019. All directors attended 97%all of the total numbermeetings of the Board of Directors and all independent directors attended all of the meetings of independent directors while they were a member of the Board of Directors. TwoAll of our directors attended the 20162019 annual meeting. Wemeeting of stockholders. Our policy is to encourage all directors to attend the Annual Meeting.

our annual meetings of stockholders.

The Board of Directors has approved and organized ana standing audit committee, a conflicts committee, a compensation committee and a nominating and corporate governance committee.

Leadership Structure of the Board of Directors

Ms. Perrotty serves as non-executive chair of the Board. Scott J. BowmanJames L. Nelson serves as our chief executive officer and president.president and is also a member of the Board. As chief executive officer and president of the Company, the Advisor and the Property Manager, Mr. BowmanNelson is responsible for our operations and business strategy. The Board believes that its leadership structure, which separates the non-executive chair and chief executive officer roles, is appropriate at this time in light of the Company’s business and operating environment. This division of authority and responsibilities also allows our chief executive officer to focus his time on our daily operations. The Board of Directors may modify this structure to best address the Company’sour circumstances for the benefit of itsour stockholders when appropriate.

We believe that having a majority of independent, experienced directors, including having an independent director serve as our non-executive chair, provides the right leadership structure and corporate governance structure and is best for the Company and its stockholders at this time. Ms. Perrotty, in her capacity as non-executive chair of the Board, presides over any executive sessions of the independent directors.

The Company further compensates Ms. Perrotty for serving as non-executive chair in addition to the compensation she receives for other service on the Board.

Oversight of Risk Management

The Board of Directors has an active role in overseeing the management of risks applicable to the Company. The entire Board of Directors is actively involved in overseeing risk management for the Company through its approval and oversight of all property acquisitions, incurrence and assumptionsassumption of debt and its oversight of the Company’s executive officers and the Advisor. The nominating and corporate governance committee manages risks associated with the independence of the members of the Board Directors. The conflicts committee reviews and approves all transactions with related parties, affiliated with ourincluding the Advisor, or AR Global or any of their affiliates, and resolvesresolving other conflicts of interest between the Company and its subsidiaries, on the one hand, and any director, the Advisor or AR Global or their respective affiliates, on the other hand.interest. The audit committee oversees management of accounting, financial, legal and regulatory risks.

The compensation committee oversees all compensation plans, and, to the extent applicable, other compensation-related matters.

Hedging Policy
The Board of Directors has not adopted, and the Company does not have, any specific practices or policies regarding the ability of the officers and directors of the Company, as well as employees of AR Global and its affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.
Audit Committee

Our audit committee is comprised of Mr. Nelson, Ms. Perrotty, and Ms. Wenzel and Mr. Elman, each of whom is “independent” within the meaning of the applicable (1) requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the

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applicable SEC rules and (2) ruleslisting standards of the New York Stock Exchange (the “NYSE”). Mr. NelsonNYSE. Ms. Perrotty is the chair of our audit committee. Our audit committee held ninesix meetings during the year ended December 31, 2016. Members2019. All members of the audit committee attended 93%all of the


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total number of meetings while they were members of the audit committee. The charter of the audit committee charter is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, NY 10022New York 10019 or on the Company’s website,www.globalnetlease.com. by clicking on “Investor Relations — Corporate Governance — Audit Committee Charter.” The Board has determined that Mr. Nelson and Ms. Perrotty are eachis 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 audit committee, in performing its duties, monitors:

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our financial reporting process;
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the integrity of our financial statements;
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compliance with legal and regulatory requirements;
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the independence and qualifications of our independent registered public accounting firm and internal auditors, as applicable; and
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the performance of our independent registered public accounting firm and internal auditors, as applicable.

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The audit committee’s report on our financial statements for the year ended December 31, 20162019 is discussed below under the heading “Audit Committee Report.”

Compensation Committee

The compensation committee is comprised of Governor Rendell, Mr. Elman Gov. Rendell and Ms. Wenzel, each of whom is an independent director as that term is defined under“independent” within the NYSE rules. Gov.meaning of the applicable (1) requirements set forth on the Exchange Act and the applicable SEC rules and (2) listing standards of the NYSE. Governor Rendell is the chair of our compensation committee. Our compensation committee held one meetingfive meetings during the year ended December 31, 2016. Members2019. All members of the compensation committee attended 100%at least 80% of the total number of meetings while they were members of the compensation committee. The charter of the compensation committeecommittee’s charter is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, NY 10022.New York 10019. The compensation committee charter is also available on the Company’s website atwww.globalnetlease.com by clicking on “Investor Relations — Corporate Governance Documents — Compensation Committee Charter.” In addition, to being independent directors, all of the members of our compensation committee are “non-employee directors” within the meaning of the rules of Section 16 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.amended (the “Code”). The principal functions of the compensation committee are to:

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approve and evaluate all compensation plans, policies and programs, if any, as they affect the Company’sour executive officers;
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review and oversee management’sthe Company’s annual process, if any, for evaluating the performance of our senior officers and review and approve on an annual basis the remuneration for our seniorexecutive officers;
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oversee our equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of Common Stock (“restricted shares”), restricted stock units in respect of shares of Common Stock (“RSUs”), dividend equivalent shares and other equity-based awards;
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assist the Board of Directors and the chairman in overseeing the development of executive succession plans;plans, if any; and
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determine from time to time the remuneration for our non-executive directors.

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The compensation committee administers our stock option plan (the “Plan”), our employee and director incentive restricted share plan.plan (the “RSP”) and the award of long-term incentive plan units of limited partnership in our OP (“LTIP Units”) granted to the Advisor pursuant to our multi-year outperformance agreement entered into in July 2018 (as amended, the “2018 OPP”). See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Share-Based

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Compensation — Restricted Share Plan.Plan” and “Certain Relationships and Related Transactions — 2018 Multi-Year Outperformance Agreement.”

The compensation committee is responsible for approving and administering all grants of awards under the RSP to our executive officers, including any award of restricted shares approved upon the recommendation of Mr. Weil. In carrying out its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee or any other person to the extent consistent with our charter, our by-laws, our corporate governance guidelines and any other applicable laws, rules and regulations.

regulations, including the NYSE rules. See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Share-Based Compensation — Restricted Share Plan” for further information regarding delegations of authority by the compensation committee.

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Nominating and Corporate Governance Committee

The nominating and corporate governance committee is comprised of Mr. Nelson, Ms. Perrotty, Ms. Wenzel and Gov.Governor Rendell, each of whom is an independent director as that term is defined under“independent” within the NYSE rules.meaning of the applicable listing standards of the NYSE. Ms. Perrotty is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee held one meetingfive meetings during the year ended December 31, 2016. Members2019. All members of the nominating and corporate governance committee attended 100%at least 60% of the total number of meetings while they were members of the nominating and corporate governance committee. The nominating and corporate governance committee charter is available on the CompanyCompany’s website atwww.globalnetlease.com by clicking on “Investor Relations — Corporate Governance Documents — Nominating and Corporate Governance Committee Charter.” Our Corporate Governance Guidelines are available on the Company’s website atwww.globalnetlease.comby clicking on “Investor Relations — Corporate Governance Documents — Corporate Governance Guidelines.” We haveThe nominating and corporate governance committee has not adopted a specific policy regarding the consideration of director nominees recommended to our nominating and corporate governance committee by stockholders. The nominating and corporate governance committee is responsible for the following:

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providing counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and its committees;
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overseeing the self-evaluation of the Board of Directors and, if any, the Board’s evaluation of management;
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periodically reviewing and, if appropriate, recommending to the Board of Directors changes to our corporate governance policies and procedures;
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identifying and recommending to the Board of Directors potential director candidates for nomination; and
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identifying and recommending committee assignments.

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In evaluating directors for nomination to the Board and to serve as members of each committee of the Board, the nominating and corporate governance committee takes into account the applicable requirements for members of committees of boards of directors under the Exchange Act and NYSE rules, the Company’s Corporate Governance Guidelines and the charter of each suchthe applicable committee and may take into account such other factors or criteria as the nominating and corporate governance committee deems appropriate. For purposes of recommending any nominee, the nominating and corporate governance committee may consider all criteria that it deems appropriate, including directors’ which may include, without limitation:
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personal and professional integrity, ethics and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company; publicly held company in today’s business environment;
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experience in the Company’s industry and with relevant social policy concerns;
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experience as a board member of another publicly held company;
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expertise and experience in an area of the Company’s operations;
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diversity of both background and experience;
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practical and mature business judgment, including ability to make independent analytical inquiries;
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the nature of and time involved in a director’s service on other boards or committees; and
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with respect to any person already serving as a director, the director’s past attendance at meetings and participation in and contribution to the activities of the Board.
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The nominating and corporate governance committee evaluates each individual nominee in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. 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 2019 as a “Winning Company” in the 2020 Women on Boards Gender Diversity Index for female representation on our Board of Directors.

Stockholders who would like to propose an independent director candidate for the consideration of the Board of Directors may do so by following the procedures under the section entitled “Stockholder Proposals for the 20182021 Annual Meeting — Stockholder Proposals and Nominations for Directors to Be Presented at Meetings.”

Conflicts Committee

Our conflicts committee is comprised of Mr. Elman, Mr. NelsonGovernor Rendell and Ms. Perrotty, each of whom is an independent director as that term is defined under“independent” within the NYSE rules.meaning of the applicable listing standards of the NYSE. Mr. Elman currently serves as chair of the conflicts committee. Our conflicts committee held threefour meetings and took action by written consent on two occasions during the year ended December 31, 2016. Members2019. All members of the conflicts committee attended 100%at least 67% of the total number of meetings of the conflicts committee while they were members of the conflicts committee. The charter of the conflicts committee charter is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, NY 10022.New York 10019. The conflicts committee charter is also available on the company’s website,www.globalnetlease.com.

 by clicking on “Investor Relations — Corporate Governance — Conflicts Committee Charter.”

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For those actions andall related party transactions, brought to the attention of the conflicts committee in which we, on the one hand, and any of AR Global, the Advisor, a director, an officer or any affiliate thereof, on the other hand, are involved, the conflicts committee has the authority to:

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review and evaluate the terms and conditions, and determine the advisability of the transaction and conflict of interest situations between us and the other party;transaction;
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negotiate the terms and conditions of the transaction, and, if the conflicts committee deems appropriate, but subject to the limitations of applicable law, approve the execution and delivery of documents in connection with that transaction on our behalf;
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determine whether the transaction is fair to, and in our best interest and the best interest of us and our stockholders; and
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recommend to the Board of Directors what action, if any should be taken by the Board of Directors with respect to the transaction.

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The conflicts committee also has determined that all ourthe authority to review, on a quarterly basis, the services provided by the Advisor, the reasonableness of the fees and expenses of the Advisor and its affiliates, as well as related matters.
All related party transactions with our Advisor, AR Global and their respective affiliates during the year ended December 31, 2016 were fair2019 and during the period from January 1, 2020 through the date of this Proxy Statement were approved in accordance with the applicable Company policies.policies consistent with the conflicts committee charter. Either our conflicts committee, our compensation committee or our independent directors acting as a group has determined that each related party transaction was fair to, and in the best interest of us and our stockholders. See “Certain Relationships and Related Transactions.”

Director Independence

The Board of Directors has currently set the number of directors at six. As required by the NYSE, a majority of our directors must be “independent.” The Board of Directors has considered the independence

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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.NYSE, the Exchange Act and SEC rules. Based upon information provided by each nominee, the nominating and corporate governance committee and the Board of Directors have each affirmatively determined that each of Mr. Elman, Mr. Nelson, Ms. Perrotty, Gov.Governor Rendell and Ms. Wenzel 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 areis “independent” within the meaning of the NYSE’s director independenceapplicable listing standards of the NYSE as currentlywell as the requirements set forth in effect. the Exchange Act and SEC rules applicable to the committees on which each of them serve.
Familial Relationships
There are no familial relationships between any of our directors and executive officers.

Communications with the Board of Directors

Any interested parties (including the Company’s stockholders) may communicate with the Board of Directors by sending written communications addressed to such person or persons in care of Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, New York 10022,10019, Attention: Secretary. The Secretary will deliver all appropriate communications to the Board of Directors no later than the next regularly scheduled meeting of the Board of Directors. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website,www.globalnetlease.com.


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COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS,
DIRECTORS AND CERTAIN STOCKHOLDERS

Compensation of Executive Officers

Our

The Advisor performs our day-to-day management functions and has contracted with Moor Park Capital Partners LLP (the “Service Provider”) to have the Service Provider perform certain advisory and property management functions solely with respect to the European properties which we have acquired or intend to acquire.functions. Our current executive officers, ScottJames L. Nelson and Christopher J. Bowman and Nicholas Radesca,Masterson, are employees of affiliates of the Advisor.Advisor and its parent company, AR Global. Although we have one employee based in Europe, we neither compensate our executive officers, nor do we reimburse either ourthe Advisor or Global Net Lease Properties, LLC (the “Property Manager”) or our Service Providerthe Property Manager for any compensation paid to individuals who also serve as our executive officers, or the executive officers of ourthe Advisor, ourthe Property Manager our Service Provider or any of their respective affiliates. As a result, we do not have, and our Board has not considered, a compensation policy or program for our executive officers and has not included in this Proxy Statement a “Compensation Discussion and Analysis,” a report with respect to executive compensation, a non-binding stockholder advisory vote on compensation of executives, or a non-binding stockholder advisory vote on the frequency of the stockholder vote on executive compensation.compensation or a ratio of the compensation of our chief executive officer to our median employee. See “Certain Relationships and Related Transactions” below for a discussion of fees and expense reimbursements payable to the Advisor and its affiliates and the Property Manager.

Directors and Executive Officers

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:

NameAgePosition(s)
Scott J. Bowman60Chief Executive Officer and President
Nicholas Radesca51Chief Financial Officer, Treasurer and Secretary
Edward M. Weil, Jr.50Director
Lee M. Elman80Independent Director, Conflicts Committee Chair
James L. Nelson67Independent Director, Audit Committee Chair
P. Sue Perrotty63Non-Executive Chair, Nominating and Corporate Governance Committee Chair
Edward G. Rendell73Independent Director, Compensation Committee Chair
Abby M. Wenzel56Independent Director

Scott J. Bowman

Scott J. Bowman has served as chief executive officer of the Company, the Advisor and the Property Manager since October 2014 and as president ofwell as the Company,long-term incentive award we have made to the Advisor andpursuant to the Property Manager since December 2015. Mr. Bowman previously served as an independent director of the Company and chair of the Company’s audit committee from May 2012 until September 2014. Mr. Bowman previously served as chief executive officer of Global II, the Global II advisor and the Global II property manager from October 2014 and as president of Global II, the Global II advisor and the Global II property manager from December 2015, in each case until the close of Global II’s merger with the Company in December 2016. Mr. Bowman previously served as an independent director of VEREIT from February 2013 until September 2014, as an independent director of NYRT from August 2011 until September 2014 and as an independent director of ARCT III from February 2012 until February 2013.

Mr. Bowman has over 30 years of experience in global brand and retail management. Mr. Bowman previously 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

2018 OPP.

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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. 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.

Nicholas Radesca

Nicholas Radesca has served as chief financial officer of the Company, the Advisor and the Property Manager since January 2017. Mr. Radesca has served as the interim chief financial officer and treasurer of NYCR, the NYCR advisor and the NYCR property manager since June 2015. Mr. Radesca has served as chief financial officer, treasurer and secretary of AFIN, the AFIN advisor and the AFIN property manager since November 2015. He also previously served as an executive officer of AFIN, the AFIN advisor and the AFIN property manager from December 2014 until May 2015.

Mr. Radesca previously served as the interim chief financial officer, treasurer and secretary of NYRT, the NYRT advisor, and the NYRT property manager from June 2015 until March 2017, and previously served in such capacities from February 2014 until March 2014. Mr. Radesca previously served as chief financial officer, treasurer and secretary of DNAV, the DNAV advisor and the DNAV property manager from January 2014, November 2014 and December 2014, respectively, in each case until the dissolution and liquidation of those entities in April 2016. Mr. Radesca previously served as chief financial officer, treasurer and secretary of RFT and the RFT advisor from November 2015 until September 2016. Mr. Radesca also previously served as an executive officer of RFT and the RFT from January 2013 until November 2014. Mr. Radesca previously served as the chief financial officer, treasurer and secretary of Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) from August 2014 until October 2016. Mr. Radesca previously served as an executive officer of BDCA from February 2013 until December 2015. Beginning in June 2015, Mr. Radesca served as the interim chief financial officer and treasurer of American Realty Capital New York City REIT II, Inc. (“NYCR II”), the NYCR II advisor and the NYCR II property manager. In December 2015, NYCR II’s stockholders approved the fund’s dissolution and liquidation. Mr. Radesca also served as the interim chief financial officer, treasurer and secretary of HOST, the HOST advisor and the HOST property manager from May 2014 until December 2014. Mr. Radesca served as interim chief financial officer of RCA and the RCA advisor from May 2014 until December 2014. Beginning in June 2015, Mr. Radesca also served as interim chief financial officer of RCA II and the RCA II advisor. In January 2016, RCA II’s stockholders approved the liquidation and dissolution of the fund. Beginning in October 2013, Mr. Radesca served as the chief financial officer and treasurer of the general partner of American Energy Capital Partners — Energy Recovery Program, LP, whose unitholders approved the fund’s dissolution and liquidation in November 2015. Mr. Radesca also previously served as an executive officer of the advisor to UDF V from September 2013 until April 2016.

Prior to joining the predecessor to AR Global, the parent of the Company’s sponsor, in December 2012, Mr. Radesca was employed by Solar Capital Management, LLC, from March 2008 to May 2012, where he served as the chief financial officer and corporate secretary for Solar Capital Ltd. and its predecessor company, and Solar Senior Capital Ltd., both of which are publicly traded business development companies. From 2006 to February 2008, Mr. Radesca served as the chief accounting officer at iStar Financial Inc. (“iStar”), a publicly traded commercial REIT, where his responsibilities included overseeing accounting, tax and SEC reporting. Prior to iStar, Mr. Radesca served in various senior accounting and financial reporting roles at Fannie Mae, Del Monte Foods Company, Providian Financial Corporation and Bank of America. Mr. Radesca has more than 20 years of experience in financial reporting and accounting and is a licensed certified public accountant in New York and Virginia. Mr. Radesca holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the California State University, East Bay.

Compensation of Directors

We pay to each of our independent directors the fees described below. If a director is our employee or an employee of the Advisor or any of its affiliates, we do not pay compensation for services rendered as a director. All directors also receive reimbursement of reasonable out of pocketout-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.

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If a director also is our employee or an employee of our Advisor or any of their affiliates or is otherwise not independent, we do not pay compensation for services rendered as a director.

We pay our independent directors a yearly retainer of    $100,000 and an additional yearly retainer of $105,000 for the non-executive chair, in each case payable 50% in cash and 50% in restricted stock units (“RSU”);RSUs; $2,000 for each meeting of the Board or any committee personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of  $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a Board meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee).

We pay an additional total yearly retainer of   $30,000 for each member of the audit committee, the compensation committee and the nominating and corporate governance committee, in each case payable 50% in cash and 50% in RSUs. For their participation as members of the special committee formed to evaluate strategic transactions on behalf of the Company, Ms. Perrotty, Gov. Rendell and Ms. Wenzel each received $12,000.

Shares of Common Stock and

RSUs issued in respect of the portion of the annual retainer payable in RSUs are awarded in connection with each annual meeting and vest ratably over a three-year period beginning on such annual meeting date in increments of three years.

1∕3 per annum. RSUs that were awarded as a one-time grant on June 2, 2015 in connection with the listing of shares of our Common Stock on the NYSE (the “Listing”), vest ratably over a five-year period beginning on the Listing date in increments of 1∕5 per annum.

We also pay a fee to each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of the Company, in the following amounts:

•
$2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or
​
•
$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours.

​
In either of the above cases, we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attendance at suchattending external seminar, conference, panel, forumseminars, conferences, panels, forums or other industry-related event.events. An independent director cannot be paid or reimbursed for attendance at a single

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external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.

The following table sets forth information regarding compensation of our directors paid during the year ended December 31, 2016:

2019:
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​​​$109,500​​​​$65,000(3)​​​​​—​​​​​—​​​​​—​​​​​—​​​​$174,500​​
James L. Nelson​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
P. Sue Perrotty​​​$168,750​​​​$117,500(4)​​​​​—​​​​​—​​​​​—​​​​​—​​​​$286,250​​
Edward G. Rendell​​​$109,500​​​​$65,000(3)​​​​​—​​​​​—​​​​​—​​​​​—​​​​$174,500​​
Edward M. Weil, Jr.​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Abby M. Wenzel​​​$110,250​​​​$65,000(3)​​​​​—​​​​​—​​​​​—​​​​​—​​​​$175,250​​
       
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 $—  $28,437(3)   —   —   —  $—  $28,437 
William M. Kahane(4) $—  $—   —   —   —  $36,004  $36,004 
James L. Nelson(5) $—  $—   —   —   —  $—  $— 
P. Sue Perrotty $187,750  $117,500(6)   —   —   —  $45,084  $350,334 
Edward G. Rendell $125,500  $65,000(7)   —   —   —  $40,103  $230,603 
Edward M. Weil, Jr.(8)  —   —   —   —   —  $—  $— 
Abby M. Wenzel $130,750  $65,000(9)   —   —   —  $40,103  $235,853 
​

(1)Value of stock awards calculated based on $22.56 per share which was the closing price of the Company’s Common Stock on June 28, 2016, the vesting period start date, which awards were granted on the grant date of August 18, 2016. This value and the number of shares described below regarding grants give effect to the reverse stock split of the Company’s Common Stock that took effect at 5:00 p.m.
(1)
Value of RSU awards calculated based on their grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2019, Mr. Elman, Ms. Perrotty, Governor Rendell and Ms. Wenzel held 6,768, 14,902, 9,432 and 9,432 unvested RSUs, respectively.

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EST on February 28, 2017. The per share price on the vesting period start date was $7.52. Awards vest over a period of five years, in the case of the one-time restricted stock units (“RSU”) granted in connection with the listing shares of the Company’s Common Stock on the NYSE, or three years, for all other grants.
(2)The amount reported as “All Other Compensation” represents the value of distributions received during the year ended December 31, 2016 on any unvested restricted shares or RSUs.
(3)Represents 1,242 shares issuable with respect to RSUs granted on December 29, 2016, including 1,242 shares issuable with respect to RSUs that have not yet vested. Mr. Elman was appointed to the Board on December 22, 2016.
(4)On January 3, 2017, Mr. Kahane resigned from the board of directors. Following approval by the board of directors, 10,666 unvested restricted shares of Common Stock owned by Mr. Kahane vested on January 3, 2017.
(5)Mr. Nelson was appointed to the Board on March 23, 2017.
(6)Represents 5,207 shares issuable with respect to RSUs granted on August 18, 2016, including 5,207 shares issuable with respect to RSUs that have not yet vested.
(7)Represents 2,880 shares issuable with respect to RSUs granted on August 18, 2016, including 2,880 shares issuable with respect to RSUs that have not yet vested.
(8)Mr. Weil was appointed to the Board on January 3, 2017.
(9)Represents 2,880 shares issuable with respect to RSUs granted on August 18, 2016, including 2,880 shares issuable with respect to RSUs that have not yet vested.

​

(2)
No dividends were paid or credited with respect to unvested RSUs during the year ended December 31, 2019.
​
(3)
Represents 3,441 RSUs granted on May 24, 2019.
​
(4)
Represents 6,220 RSUs granted on May 24, 2019.
​
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 of Common Stock on the last business day preceding the date of grant. A total of 500,000 shares have been authorized and reserved for issuance under the Plan.
Restricted Share Plan

We have an employee

Pursuant to the RSP, we may issue restricted shares and director incentive restricted share plan (the “RSP”). The RSP provides us with the ability to grant awards of restricted sharesRSUs under specific award agreements to our directors, officers and employees (if we ever have employees), employees of the Advisor and its affiliates, employees of entities that provide services to us, directors of the Advisor or of entities that provide services to us, certain consultants to us and theour Advisor and its affiliates or to entities that provide services to us. Under
The total number of shares that may be issued under or subject to awards under the RSP restrictedis equal to 10.0% of our outstanding shares of Common Stock on a fully diluted basis at any time. Restricted share awards entitle the recipient to receive shares of Common Stock from the Companyus under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. We may issue up to 10% of our outstanding Common Stock under the RSP.

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 of Common Stock are subject to the same restrictions as the underlying restricted shares.


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RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to the recipient satisfying applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of Common Stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. RSU award agreements generally provide for accelerated vesting of all unvested RSUs in connection with a termination without cause from the Board of Directors or a change of control and accelerated vesting of the portion of the unvested RSUs scheduled to vest in the year of the recipient’s voluntary resignation from or failure to be re-elected to the Board of Directors.
The following table sets forth information regarding securities authorized for issuancecompensation committee has delegated authority to Mr. Weil, as chief executive officer of AR Global, to award up to a certain number of restricted shares under the RSP asto employees of December 31, 2016:

Plan CategoryNumber 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——29,419,368
Total—$—29,419,368
the Advisor or its affiliates who are involved in providing services to the Company (including executive officers) subject to certain limits and restrictions imposed by the compensation committee. The compensation committee remains responsible for approving and administering all grants of awards under the RSP to our executive officers, including any award of restricted shares approved upon the recommendation of Mr. Weil. Through the date of this Proxy Statement, no restricted shares have been awarded pursuant to this delegation of authority.

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​


STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of the Company’sshares of Common Stock as of March 15, 2017,February 14, 2020, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:

•
each person known by the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock based solely upon the amounts and percentages contained in the public filings of such persons;
​
•
each of the Company’s named executive officers and directors; and
​
•
all of the Company’s officers and directors as a group.

  
Beneficial Owner(1) Number of
Shares
Beneficially
Owned(2)		 Percent of Class
Blackrock, Inc.(3)  3,903,567   6.9% 
The Vanguard Group(4)  8,986,446   13.55% 
Vanguard Specialized Funds – Vanguard REIT Index Fund(5)  4,277,118   6.44% 
Scott J. Bowman(6)  42,330   * 
Nicholas Radesca  —   — 
Edward M. Weil, Jr.(7)  16,018   * 
Lee M. Elman(8)  4,267   * 
James L. Nelson  —   * 
P. Sue Perrotty(9)  23,969   * 
Gov. Edward G. Rendell(10)  21,725   * 
Abby M. Wenzel(11)  21,663   * 
All directors and executive officers as a group (eight persons)  129,972   * 
​

*Less than 1%.
(1)Unless otherwise indicated, the business address of each individual or entity listed in the table is 405 Park Avenue, 14th Floor, New York, New York 10022. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.
(2)The amounts in this table give effect to the reverse stock split of the Company’s Common Stock that took effect at 5:00 p.m. EST on February 28, 2017.
(3)The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055. Blackrock, Inc. has sole voting power over 3,786,881 shares and sole dispositive power over 3,903,567 shares. The information contained herein respecting Blackrock, Inc. is based solely on the Schedule 13G filed by Blackrock, Inc. with the SEC on January 30, 2017.
(4)The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group has sole voting power over 67,784 shares, shared voting power over 2,518 shares, sole dispositive power over 8,919,227 shares and shared dispositive power over 67,219 shares. The information contained herein respecting The Vanguard Group, Inc. is based solely on Amendment No. 2 to the Schedule 13G filed by The Vanguard Group with the SEC on February 13, 2017.
(5)The business address for Vanguard Specialized Funds — Vanguard REIT Index Fund is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard Specialized Funds — Vanguard REIT Index Fund has sole voting power over all of the shares that it beneficially owns. The information contained herein respecting Vanguard Specialized Funds — Vanguard REIT Index Fund is based solely on Amendment No. 1 to the Schedule 13G filed by Vanguard Specialized Funds — Vanguard REIT Index Fund with the SEC on February 13, 2017.
(6)All restricted shares previously held by Mr. Bowman vested upon his joining the Company’s management team in October 2014. Includes 31,956 shares of Common Stock issuable in exchange for OP Units.
Beneficial Owner(1)
​​Number of
Shares
Beneficially Owned		​​Percent
of Class		​
Blackrock, Inc.(2)
​​​​14,964,424​​​​​16.7%​​
The Vanguard Group(3)
​​​​13,588,136​​​​​15.2%​​
James L. Nelson​​​​14,000​​​​​*​​
Christopher J. Masterson​​​​—​​​​​—​​
Edward M. Weil, Jr.(4)
​​​​22,018​​​​​*​​
Lee M. Elman(5)
​​​​7,367​​​​​*​​
P. Sue Perrotty(6)
​​​​26,906​​​​​*​​
Governor Edward G. Rendell(7)
​​​​22,161​​​​​*​​
Abby M. Wenzel(8)
​​​​22,099​​​​​*​​
All directors and executive officers as a group (seven persons)​​​​114,551​​​​​*​​
​
*
Less than 1%.

​

(1)
Unless otherwise indicated, the business address of each individual or entity listed in the table is 650 Fifth Avenue, 30th Floor, New York, New York 10019. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.
​
(2)
The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055. Blackrock, Inc. has sole voting power over 14,711,421 shares and sole dispositive power over 14,964,424 shares. The information contained herein with respect to Blackrock, Inc. is based solely on Amendment No. 3 to the Schedule 13G filed by Blackrock, Inc. with the SEC on February 4, 2020.
​
(3)
The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group, Inc. has sole voting power over 187,073 shares, shared voting power over 103,816 shares, sole dispositive power over 13,409,247 shares and shared dispositive power over 178,889 shares. The information contained herein with respect to The Vanguard Group, Inc. is based solely on Amendment No. 5 to the Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 11, 2020.
​
(4)
Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil has a non-controlling in interest in the parent of AR Global and AR Capital, LLC (“AR Capital”), Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global or AR Capital may own or control, directly or indirectly, and Mr. Weil disclaims beneficial ownership of such shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the 19,419 and 16,481 shares of our Common Stock directly or indirectly beneficially owned by AR Global and AR Capital, respectively.
​
(5)
Excludes 6,768 shares of Common Stock issuable to Mr. Elman upon vesting of unvested RSUs.
​
(6)
Excludes 14,902 shares of Common Stock issuable to Ms. Perrotty upon vesting of unvested RSUs.
​
(7)
Excludes 9,432 shares of Common Stock issuable to Governor Rendell upon vesting of unvested RSUs.
​
(8)
Excludes 9,432 shares of Common Stock issuable to Ms. Wenzel upon vesting of unvested RSUs.
​

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(7)Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil has a non-controlling in interest in the parent of AR Global and AR Capital, LLC (“AR Capital”), Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global or AR Capital may own and Mr. Weil disclaims beneficial ownership of such shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the 19,419 and 26,183 shares of our Common Stock directly or indirectly beneficially owned by AR Global and AR Capital, respectively.
(8)Includes 1,242 unvested shares of Common Stock issuable to Mr. Elman with respect to RSUs granted on December 29, 2016, which have not yet vested, and 3,025 previously unvested restricted shares of Global II that vested and were exchanged for the Company’s Common Stock on December 22, 2016 upon the closing of the Company’s merger with Global II.
(9)Includes 18,827 unvested shares of Common Stock issuable to Ms. Perrotty with respect to RSUs, which includes (i) 10,666 granted on July 13, 2015, which have not yet vested, (ii) 2,954 granted on July 13, 2015, which have not yet vested, and (iii) 5,207 granted on August 18, 2016, which have not yet vested.
(10)Includes 15,180 unvested shares of Common Stock issuable to Gov. Rendell with respect to RSUs, which includes (i) 10,666 granted on July 13, 2015, which have not yet vested, (ii) 1,634 granted on July 13, 2015, which have not yet vested, and (iii) 2,880 granted on August 18, 2016, which have not yet vested.
(11)Includes 15,180 unvested shares of Common Stock issuable to Ms. Wenzel with respect to RSUs, which includes (i) 10,666 granted on July 13, 2015, which have not yet vested, (ii) 1,634 granted on July 13, 2015, which have not yet vested, and (iii) 2,880 granted on August 18, 2016, which have not yet vested.
​​

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Scott J. Bowman,

James L. Nelson, our chief executive officer and president, also is the chief executive officer and president of ourthe Advisor and ourthe Property Manager. Nicholas Radesca,Christopher J. Masterson, our chief financial officer, treasurer and secretary, is also the chief financial officer, treasurer and secretary of ourthe Advisor and ourthe Property Manager.

Our

AR Global indirectly owns 95% of the membership interests in the Advisor is owned and controlled by an affiliateall of AR Global. Mr. Bowman,the membership interests in the Property Manager. James L. Nelson, our chief executive officer and president, directly owns 10% ofholds a non-controlling profit interest in the membership interests in our Advisor. William M. Kahane, our former executive chairman of the Board, chief operating officer, treasurerAdvisor and secretary, has shared control of AR Global.Property Manager. Mr. Weil, one of our directors, is also the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.

On August 8, 2016,

Advisory Agreement
We are externally managed by the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with, among others, Global II, Inc., (“Global II”). The Merger Agreement provided for the merger of Global II with and into a wholly subsidiary of the Company and the merger of Global II’s operating partnership (the “Global II OP”) with and into the Company’s operating partnership, Global Net Lease Operating Partnership, L.P. (the “OP”), (collectively, the “Merger”). The Merger became effective on December 22, 2016. The Company issued 28.7 million shares of Common Stock as consideration in the Merger, of which 284,000 shares were issuedAdvisor pursuant to the Advisor.

In accordance with the limited partnership agreementterms of the OP, a holder of units of limited partnership interests (“OP Units”) has the right to convert OP Units for a corresponding number of shares of Common Stock or the cash value of those corresponding shares, at the Company’s option. After our Common Stock was listed on the NYSE, all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016, 1,264,148 of the OP Units were converted into Common Stock, of which 916,231 were issued to individual members and employees of AR Global, 347,903 were issued to the Service Provider and 14 were issued to the Global Net Lease Special Limited Partner (the “Special Limited Partner”). Holders of OP Units are entitled to dividends in the same amount as shares of Common Stock.

Upon consummation of the Merger, the Company acquired a receivable due to Global II from Global II’s advisor. On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with the Global II advisor and AR Global, the parent of the Global II advisor, pursuant to which the Global II advisor agreed to reimburse Global II $6.3 million, which represents the amount by which the organization and offering costs exceeded 2.0% of gross offering proceeds in Global II’s initial public offering (the “Excess Amount”). The Letter Agreement provided for reimbursement of the Excess Amount to Global II through (1) the tender of 66,344 Class B Units of limited partnership interest of the Global II OP (“Global II Class B Units”), previously issued to the Global II advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the balance of the Excess Amount in equal cash installments over an eight month period. The value of the Excess Amount was determined using a valuation for each Global II Class B Unit based on 2.27 times the 30-day volume weighted average price of each share of Common Stock on December 22, 2016. Upon consummation of the Merger, 66,344 Class B Units were tendered to the Company and the balance of the Excess Amount, or $5.1 million, is payable in eight equal monthly installments beginning on January 15, 2017. AR Global has unconditionally and irrevocably guaranteed Global II Advisor’s obligations to repay the monthly installments.


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Advisor

Pursuant to the Fourth Amended and Restated Advisory Agreement (the “Advisory Agreement”)among us, with the OP and the Advisor, as amended from time to time. Under our advisory agreement, the Advisor we are requiredand its affiliates manage our affairs on a day to day basis, including management and leasing of our properties in North America and Europe. The Advisor is permitted to engage one or more third parties to assist with these responsibilities, all subject to the terms of our advisory agreement.

Our advisory agreement requires us to pay a base management fee in a minimum fee amount of  $18.0 million per annum (the “Minimum Base Management Fee”), payable in cash on a pro rata monthly in advance (the “Base Management Fee”),basis at the beginning of each month, plus a variable fee amount equal to 1.25% of the cumulative net proceeds raisedrealized by us from additionalthe issuance of equity issuances,securities, including issuancesCommon Stock, preferred stock (including our NYSE-listed 7.25% Series A Cumulative Redeemable Preferred Stock and 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock), and other forms of equity, such as equity issued in exchange for or conversion of preferred stock or exchangeable notes (valued based on the stock price at the date of issuance) and limited partnership units in the OP Units,(excluding units issued as compensation but including units issued related to an acquisition, investment joint-venture or partnership)) (the “Variable Base Management Fee” and, together with the Minimum Base Management Fee, the “Base Management Fee”). Additionally, we pay the Advisor an incentive fee (“Incentive Compensation”), payable 50% in cash and 50% in shares of Common Stock equal(subject to 15%certain lock up restrictions). The Incentive Compensation is calculated on an annual basis for the 12-month period from July 1 to June 30 of each year, in quarterly installments, subject to a final year-end adjustment, such that the difference, if any, between the amount of the Incentive Compensation actually paid to the Advisor in the preceding year under the quarterly installments and the actual amount payable for the year is either repaid by or paid to the Advisor as applicable. Shares of Common Stock that were issued as a portion of any quarterly installment payment are retained and, for purposes of any repayment required to be made by the Advisor, have the value they had at the time of issuance and are adjusted in respect of any dividend or other distribution received with respect to those shares to allow recoupment of the same.
Under our advisory agreement, the annual thresholds of Core AFFO Per Share (as defined in our advisory agreement) for earning Incentive Compensation are the Advisory Agreement)Incentive Fee Lower Hurdle (as defined in excessour advisory agreement) equal to (a) $2.15 for the 12 months ending June 30, 2019, and (b) $2.25 for the 12 months ending June 30, 2020, and the Incentive Fee Upper Hurdle (as defined in our advisory agreement) equal to (a) $2.79 for the 12 months ending June 30, 2019, and (b) $2.92 for the 12 months ending June 30, 2020. During the third quarter of $0.78 per share2018, the Advisor earned $0.4 million in Incentive Compensation, and, during the fourth quarter of 2018, the Company recorded a reversal of  $0.4 million for Incentive Compensation previously recorded in the third quarter of 2018.During December 2019, the Advisor forfeited 8,668.65 shares of Common Stock previously issued to the Advisor as Incentive Compensation during the third quarter of 2018 and agreed to repay, on or prior to March 20, 2020, approximately $180,000 in cash paid as Incentive Compensation during the third quarter of 2018 plus 10%approximately $20,000 in dividends paid on the forfeited shares during the time they were outstanding. No Incentive Compensation was earned for the year ended December 31, 2019.
The annual thresholds may, beginning with effect from July 1, 2020, be increased each year in the sole discretion of our Core AFFO in excess of $1.02 per share (the “Incentive Compensation”). The $0.78 and $1.02 incentive hurdles are subject to annual increases of 1% to 3% by a majority of our independent directors (in their good faith reasonable judgment, after

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consultation with the Company’sAdvisor), by a percentage equal to between 0% and 3%. In addition, in August 2023 and every five years thereafter, the Advisor will have a right to request that our independent directors.directors reduce the then current Incentive Fee Lower Hurdle and Incentive Fee Upper Hurdle and make a determination whether any reduction in the annual thresholds is warranted. The amounts payable to the Advisor each year with respect to both the Base Management Fee, taken alone, and taken together with the Incentive Compensation are eachcapped at certain thresholds based on the amount of the Company’s assets under management by the Advisor, subject to an annual adjustment.

adjustment under certain circumstances. These caps were not applicable during the year ended December 31, 2019.

We pay or reimburse the Advisor or its affiliates for certain expenses of the Advisor and its affiliates incurred on our behalf, of us, except for those expenses that are specifically the responsibility of the Advisor under our advisory agreement, such as fees and compensation paid to any third-party service providers engaged by the Advisory Agreement.Advisor 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 the Advisor or the Property Manager for any compensation paid to individuals who also serve as our executive officers, or the executive officers of the Advisor, the 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 that exceed(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.
No reimbursement was incurred fromlater than April 30 of each year, our independent directors are required to determine, in good faith, whether the Advisor has satisfactorily achieved annual performance standards for providing services during the immediately preceding year ended December 31, 2016.

The Advisory Agreementbased primarily on actions or inactions of the Advisor, and determine the annual performance standards for the next year.

Our advisory agreement has an initial term expiring on June 2,1, 2035, with automatic renewals for consecutive 5-yearfive-year terms unless our advisory agreement is terminated in accordance with its terms (1) with notice of an election not to renew at least 365 days prior to the termsexpiration of the Advisory Agreementthen-current term, (2) in connection with paymenta change of control of us or the Advisor, (3) by the independent directors in connection with the or the Advisor’s failure (based on a good faith determination by our independent directors) to meet annual performance standards for the year based primarily on actions or inactions of the Advisor, subject to notice and cure provisions, (4) with 60 days’ notice by us with cause, subject in some circumstances to notice and cure provisions, or (5) with 60 days prior written notice by the Advisor for any material default of our advisory agreement by us, subject to notice and cure provisions. In the event of a termination in connection with a change of control of us or the Advisor’s failure to meet annual performance standards, we would be required to pay a termination fee ofthat could be up to 2.5 times the compensation paid to the Advisor in the previous year, plus expenses. No reimbursement was incurred from
The Company has also agreed under our advisory agreement to reimburse, indemnify and hold harmless each of the Advisor and its affiliates, and the directors, officers, employees, partners, members, stockholders, other equity holders, agents and representatives of the Advisor and its affiliates (each, a “Advisor Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising from any acts or omissions of the Advisor Indemnified Party performed in good faith under our advisory agreement and not constituting bad faith, willful misconduct, gross negligence, or reckless disregard of duties on the part of the Advisor Indemnified Party. In addition, the Company has agreed to advance funds to an Advisor Indemnified Party for reasonable legal fees and other reasonable costs and expenses incurred as a result of any claim, suit, action or proceeding for which indemnification is being sought, subject to repayment if the year ended December 31, 2016.

Advisor Indemnified Party is later found pursuant to a final and non-appealable order or judgment to not be entitled to indemnification.

During the year ended December 31, 2016,2019, pursuant to our advisory agreement, we paid minimum base management feesMinimum Base Management Fees equal to $18.0 million and variable base management feesVariable Base Management Fees equal to $0.2approximately $9.5 million. No Incentive Compensation was paid during the year ended December 31, 2016. The incentive hurdles were increased 1% for the twelve months beginning July 1, 2016 and ending on June 30, 2017.

The Advisory Agreement has an initial term expiring on June 2, 2035

In connection with automatic renewals for consecutive 5-year terms, unless terminated in accordance withany sale or similar transaction involving any investment, subject to the terms of the Advisory Agreement with payment of a termination fee of up to 2.5 times the compensation paid to the Advisor in the previous year, plus expenses.

Prior to when the Company listed its shares on the NYSE on June 2, 2015, and pursuant to a previousour advisory agreement, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available or outstanding under the financing, subject to certain limitations. Solely with respect to the Company’s investment activities in Europe, the Service Provider was paid 50% of the financing coordination fees and the Advisor received the remaining 50%. For the year ended December 31, 2016, the Company paid $16,000 of financing coordination fees.

Multi-Year Outperformance Agreement

Pursuant to the Multi-Year Outperformance Agreement (the “OPP”) among the Company, the OP and our Advisor, our Advisor was issued 9,041,801 long term incentive plan (“LTIP Units”) in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”).

The LTIP Units are structured as profits interests in the OP. Holders of LTIP Units are entitled to distributions on those units in an amount equal to 10% of the dividends paid on OP Units until fully earned. After the LTIP Units are fully earned, they are entitled to a catch-up distribution and then receive the same distribution as OP Units. For the year ended December 31, 2016, the Company paid $1.0 million in distributions related to LTIP Units.

The Advisor is 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 June 2, 2015 (the “Effective Date”), based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”);


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each 12-month period during the Three-Year Period (the “One-Year Periods”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:

   
 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 “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc.

The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award 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 Periodwe will be forfeited. On June 2, 2016, the first date LTIP Units could have been earned, no LTIP Units were earned by the Advisor under the terms of the OPP.

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 the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three-Year Period.

Gain from Sale of Investment

Pursuant to the Advisory Agreement, the Company payspay the Advisor a fee based on thein connection with net gain recognized by the Companyus in connection


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with the sale of any investmentor transaction (the “Gain Fee”). unless the proceeds of such transaction or series of transactions are reinvested in one or more investments within 180 days thereafter. The Gain Fee is equal to 15% of the amount by which the gains from the sale of investments in the applicable month exceed the losses from the sale of investments in that month.month unless the proceeds from such transaction or series of transactions are reinvested in one or more investments within 180 days thereafter. The Gain Fee is calculated at the end of each month and paid, to the extent due, with the next installment of the Base Management Fee. ForThe Gain Fee is calculated by aggregating all of the gains and losses from the preceding month. There was no Gain Fee for the year ended December 31, 2016,2019.
See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders —  Share-Based Compensation — Restricted Share Plan” for further details regarding grants of restricted shares under the Company sold 34 properties and calculated a Gain FeeRSP that may be made to employees of $0.9 million duethe Advisor or its affiliates who are involved in providing services to the Company.
2018 Multi-Year Outperformance Agreement
2018 OPP
We have awarded LTIP Units to the Advisor which has been accruedpursuant to the 2018 OPP. Based on a maximum award value of   $50.0 million and $19.57 (the “Initial Share Price”), the closing price of Common Stock on June 1, 2018, the trading day prior to the effective date of the 2018 OPP, the Advisor was issued a total of 2,554,930 LTIP Units pursuant to the 2018 OPP. The LTIP Units represent the maximum number of LTIP Units that could be earned by the Advisor based on the Company’s total shareholder return (“TSR”), including both share price appreciation and Common Stock dividends, against the Initial Share Price over a performance period, commencing on June 2, 2018 and ending on the earliest of  (i) June 2, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company (the “Performance Period”).
Half of the LTIP Units (the “Absolute TSR LTIP Units”) are eligible to be earned as of December 31, 2016 and will be paidthe last day of the Performance Period (the “Valuation Date”) if the proceeds fromCompany achieves an absolute TSR with respect to threshold, target and maximum performance goals for the salePerformance Period as follows:
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​​
If the Company’s absolute TSR is more than 24% but less than 30%, or more than 30% but less than 36%, the percentage of the properties are not reinvested within 180 daysAbsolute TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
Half of the transaction.

LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the Performance Period exceeds the average TSR of a peer group for the Performance Period consisting of Lexington Realty Trust, W.P. Carey Inc. and Office Properties Income Trust as follows:
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​​

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Listing Note

Concurrent​


If the relative TSR excess is more than -600 basis points but less than 0 basis points, or more than 0 basis points but less than +600 basis points, the percentage of the Relative TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor for any reason (i.e., with or without cause), then calculations relating to the number of LTIP Units earned pursuant to the 2018 OPP will be based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the Listing, we, ashurdles for calculating absolute TSR pro-rated to reflect that the general partnerPerformance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period.
The award of LTIP Units under the 2018 OPP is administered by the compensation committee of the Board of Directors, provided that any of the compensation committee’s powers can be exercised instead by the Board of Directors if the Board of Directors so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or OP caused the OP, subject toUnits into which they may be converted in accordance with the terms of the Second Amendedagreement of limited partnership of the OP).
LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and Restated Agreementvested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of Limited Partnership,any consideration by the Company or the OP, effective as of the Valuation Date.
LTIP Units/Distributions/Redemption
The Advisor, as the holder of the LTIP Units, is entitled to evidencedistributions on the OP’s obligationLTIP Units equal to distribute certain amounts10% of the distributions made per OP Unit (other than distributions of sale proceeds) until the LTIP Units are earned. These distributions are not subject to forfeiture, even if the LTIP Units are ultimately forfeited. If any LTIP Units are earned, the holder will be entitled to a priority catch-up distribution on each earned LTIP Unit equal to the Special Limited Partner throughaggregate distributions paid on an OP Unit during the issuancePerformance Period, less the aggregate distributions paid on the LTIP Unit during the Performance Period. As of a note bythe Valuation Date, the earned LTIP Units will become entitled to receive the same distributions paid on the OP (the “Listing Note”). The amountUnits. Further, at the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, as the holder of the Listing Note was determined,earned LTIP Unit, in part, basedits sole discretion, will, in accordance with the limited partnership agreement of the OP, be entitled to convert the LTIP Unit into an OP Unit, which may, in turn, be redeemed on a one-for-one basis for, at the average market value of our outstanding sharesCompany’s election, a share of Common Stock foror the period of 30 consecutive trading days, commencing oncash equivalent thereof.
The Company paid $0.5 million in distributions to the 180th calendar day followingAdvisor related to LTIP Units awarded under the Listing. The Listing Note measurement period2018 OPP during the year ended on January 23, 2016 and no amounts were payable.

December 31, 2019.

Property Manager

Pursuant to a property management agreementagreements with ourthe Property Manager, the Property Manager provides property management and leasing services for properties owned by the Company, for which the Company pays fees to the Property Manager equal to: (1)(i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (2)(ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed.

For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. This oversight fee is no longer applicable property.

Solelyto 39 of the Company’s properties which became subject to separate property management agreements with respectthe


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Property Manager in connection with a multi-property mortgage loan in October 2017, a multi-property mortgage loan in April 2019, and a multi-property mortgage loan in September 2019 (the “Loan Property PMLAs”) on otherwise nearly identical terms to the Company’s investments in properties located in Europe, the Service Provider receives a portion of the fees payable to the Advisor equal to: (1) with respect to single-tenant net leased propertiesprimary property and management leasing agreement (the “Primary PMLA”), which are not part of a shopping center, 1.75% of the gross revenues from such properties and (2) with respectremains applicable to all other typesproperties.
In February 2019, the Company entered into an amendment to the Primary PMLA, following which it continues to have a one-year term that is automatically extended for an unlimited number of properties, 3.5%successive one-year terms unless terminated by either party upon notice. Under the Primary PMLA prior to this amendment, either the Company or the Property Manager could terminate upon 60 days’ written notice prior to end of the gross revenues from such properties. Theapplicable term. Following this amendment, either the Company or the Property Manager also splitsmay terminate the Primary PMLA at any oversight fee withtime upon at least 12 months’ prior written notice. The extended termination notice period does not apply to the Service Provider. TheLoan Property PMLAs, pursuant to which either the Company or the Property Manager is paid 0.25%can terminate upon 60 days’ written notice prior to end of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider.

applicable term.

During the year ended December 31, 2016, we2019, the Company paid $3.8the Property Manager $5.8 million of property management fees to our Service Provider. During the year ended December 31, 2016, the Advisor waived $2.3 million of its portion of the property managementbut did not incur any oversight fees.

Former Arrangements

RCS, RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiaries of RCAP that provided professional services to the Company through January 2016. Mr. Weil served as chief executive officer of RCAP until November 2015 and a director of RCAP until December 2015. Prior to or in connection with the RCAP bankruptcy in January 2016, all arrangements between either us, including agreements entered into by AR Global and its affiliates on our behalf, on the one hand, and subsidiaries of RCAP, on the other hand, were terminated.

On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the parent of our Advisor, our Advisor, advisors of other entities sponsored by the parent, and the parent’s principals (including Mr. Weil). The suit alleges, among other things, certain breaches of duties to RCAP. The Company is neither named in the suit, nor are there any allegations related to the services the Advisor provides to us. Our Advisor has informed us that it believes that the suit is without merit and intends to defend against it vigorously.

Investment Allocation Agreements

Agreement

We are party to an investment opportunity allocation agreement (the “AFIN Allocation Agreement”) with AFIN.AFIN, which is a Nasdaq-listed REIT advised by affiliates of AR Global. Pursuant to the AFIN Allocation Agreement,allocation agreement, each opportunity to acquire one or more domestic office or industrial properties will be presented first to us, and each opportunity to acquire one or more domestic retail or distribution properties will be presented first to AFIN, and will be presented to us only after AFIN has determined not to acquire the property.


Indemnification Obligations

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Indemnification Agreements

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. Since January 1, 2019 and through the date of this Proxy Statement, we have been paidreimbursed the Advisor for approximately $1.0 million with respect to litigation expenses incurred by us to these individuals pursuantthe Advisor in connection with the litigation, which was settled in March 2019, related to the indemnification agreement through March 27, 2017.

termination of the Company’s former European service provider.

Affiliated Transaction Best Practices Policy

Pursuant to AR Global’s affiliated transaction best practices policy, which was approved by our Board, we may not enter into any co-investments or any other business transaction with, or provide funding or make loans to, directly or indirectly, any investment program or other entity sponsored by the AR Global group of companies or otherwise controlled or sponsored, or in which ownership (other than certain minority interests) is held, directly or indirectly, by any of the individuals who share control of the AR Global group of companies, that is a non-traded REIT or private investment vehicle in which ownership interests are offered through securities broker-dealers in a public or private offering, except that we may enter into a joint investment with a Delaware statutory trust (a “DST”) or a group of unaffiliated tenant in common owners (“TICs”) in connection with a private retail securities offering by a DST or to TICs, provided that such investments are in the form ofpari passu equity investments, are fully and promptly disclosed to our stockholders and will be fully documented among the parties with all the rights, duties and obligations assumed by the parties as are normally attendant to such an equity investment, and that we retain a controlling interest in the underlying investment, the transaction is approved by the independent directors of the Board after due and documented deliberation, including deliberation of any conflicts of interest, and such co-investment is deemed fair, both financially and otherwise. In the case of such co-investment, the Advisor will be permitted to charge fees at no more than the rate corresponding to our percentage co-investment and in line with the fees ordinarily attendant to such transaction. At any one time, our investment in such co-investments will not exceed 10% of the value of our portfolio.


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Certain Conflict Resolution Procedures

Every transaction that we enter into with ourthe Advisor or its affiliates is subject to an inherent conflict of interest. Our Board of Directors may encounter conflicts of interest in enforcing our rights against any affiliate of ourthe Advisor in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and ourthe Advisor or any of its affiliates.

Our conflicts committee reviews the materialand evaluates all related party transactions, between our Advisor, AR Global and their respective affiliates,including all transactions in which we, on the one hand, and us,the Advisor, AR Global or any of their affiliates, on the other hand. The conflicts committee has determined that all ourhand, are involved. All related party transactions with our Advisor, AR Global and their respective affiliates during the year ended December 31, 2016 were fair2019 and during the period from January 1, 2020 through the date of this Proxy Statement were approved in accordance with the applicable Company policies.policies consistent with the conflicts committee charter. Either our conflicts committee, our compensation committee or our independent directors acting as a group has determined that each related party transaction was fair to, and in the best interest of, us and our stockholders. See “Proposal No. 1“Board of Directors, Executive Officers and Corporate Governance — Election Of Directors — Oversight of Conflicts of Interest.Committee.”


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​


AUDIT COMMITTEE REPORT

The Audit Committeeaudit committee of the Board of Directors has furnished the following report on its activities during the year ended December 31, 2016.2019. The report is not deemed to be “soliciting material”“ soliciting material ” or “filed” with“ filed ”with the SEC or subject to the SEC’sSEC ’ s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.

To the Directors of Global Net Lease, Inc.:

We have reviewed and discussed with management Global Net Lease, Inc.’s audited financial statements as of and for the year ended December 31, 2016.

2019.

We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communication with Audit Committees, as amended, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.

Board and the SEC.

We have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based on the reviews and discussions referred to above, we recommendrecommended to the Board of Directors that the financial statements referred to above be included in Global Net Lease, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

2019 for filing with the SEC.

Audit Committee
P. Sue Perrotty (Chair through March 23, 2017)(Chair)
Lee M. Elman (member through March 23, 2017)
Gov. Edward G. Rendell (member through March 23, 2017)
Abby M. Wenzel


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​


PROPOSAL NO. 1 —
ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of six members, four of whom are independent directors. Our bylaws provide that the number of directors may not be less than one, which is the minimum number required by the MGCL, or more than 15. In accordance with our charter, the Board of Directors is divided into three classes of directors. At the Annual Meeting, two Class III directors will be elected to serve until our 2023 Annual Meeting and until their successors are duly elected and qualify. Each director serves for a term of three years, until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors.
The Board of Directors has nominated James L. Nelson and Edward M. Weil, Jr. as nominees for election as Class III directors at the Annual Meeting, to serve until our 2023 Annual Meeting and until their successors are duly elected and qualify. James L. Nelson and Edward M. Weil, Jr. currently serve as Class III directors of the Company.
The proxy holder named on the proxy card intends to vote “FOR” the election of James L. Nelson and Edward M. Weil, Jr. as Class III directors. The election of each of James L. Nelson and Edward M. Weil, Jr. requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting, provided that a quorum is present. Abstentions and broker non-votes, if any, will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
We know of no reason why James L. Nelson or Edward M. Weil, Jr. will be unable to serve if elected. If, at the time of the Annual Meeting, James L. Nelson or Edward M. Weil, Jr. should become unable to serve, shares represented by proxies will be voted for any substitute nominee 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF JAMES L. NELSON AND EDWARD M. WEIL, JR. AS CLASS III DIRECTORS, TO SERVE UNTIL THE COMPANY’S 2023 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.

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PROPOSAL NO. 2 —
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

The audit committee of the Board of Directors has selected and appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2017.2020. PwC has audited our consolidated financial statements every year since the year ended December 31, 2014. PwC reports directly to our audit committee.

Although ratification by stockholders is not required by law or by our charter or bylaws, theour audit committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time if the audit committee believes that such a change would be in the best interests of the Company and its stockholders.Company. If our stockholders do not ratify the appointment of PwC, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

A representative of PwC will attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Fees

The aggregate fees billed (or expected to be billed) to us for professional services rendered by PwC, all of which have been approved by the Audit Committee,audit committee, for and during the years ended December 31, 20162019 and December 31, 2015,2018, are as follows:

Audit Fees

Professional services relating to audits of our annual consolidated financial statements and internal controls over financial reporting, reviews of our quarterly SEC filings, issuance of a comfort letter and consents, income tax provision procedures, purchase price accounting procedures and review of proxy and other registration statements in connection with the merger, and other audit services related to a statutory audit requirement. Aggregate fees for the years ended December 31, 20162019 and December 31, 20152018 were approximately $1.7 million and $1.4$1.6 million, respectively.

Audit Related Fees

Audit and other assurance related services relating to individual real estate properties that are required under local tax law. Aggregate fees for the year ended December 31, 2016 were $26,000. There were no audit-related fees for the year ended2019 and December 31, 2015.

2018 were $37,600 and $84,400, respectively.

Tax Fees

There were no tax fees billed for the years ended December 31, 20162019 and December 31, 2015.

2018.

All Other Fees

There were no other fees billed for the years ended December 31, 20162019 and December 31, 2015.

2018.

Pre-Approval Policies and Procedures

In considering the nature of the services provided by the independent auditor,registered public accounting firm, the Audit Committeeaudit committee determined that such services are compatible with the provision of independent audit services. The Audit Committeeaudit committee discussed these services with the independent auditorregistered public accounting firm and the Company’s management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the related requirements of the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services rendered by PwC were pre-approved by the Audit Committee.

audit committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” “FOR”THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

2020.

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DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who beneficially own more than 10% of the Common Stock of the Company to file initial reports of ownership of such securities and reports of changes in ownership of such securities with the SEC. Such officers, directors and 10% stockholders of the Company are also required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company’s review of the copies of such forms received by it with respect to
To our knowledge, during the year ended December 31, 2019, all Section 16(a) filing requirements applicable to our executive officers, directors and 10% stockholders were timely satisfied except that each of our independent directors filed a Form 4 on June 14, 2019 with respect to vesting of previously awarded RSUs in accordance with their vesting terms as described in “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Compensation of Directors” that was inadvertently not reported at the time of vesting during the period from June 2016 all reports wereto June 2019.
In making this statement, we have relied upon examination of the copies of Forms 3, 4, and 5, and amendments to these forms, filed on a timely basis.

with the SEC and the written representations of our directors, executive officers, and 10% stockholders.

CODE OF ETHICS

The Board of Directors adopted a Code of Business Conduct and Ethics effective on February 17, 2016 (the “Code of Ethics”), which is applicable to the directors, officers and employees of the Company and its subsidiaries and affiliates. The Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations.

The Code of Ethics is available on the Company’s website atwww.globalnetlease.com by clicking on “Investor Relations — Corporate Governance — Code of Business Conduct and Ethics.” You may also obtain a copy of the Code of Ethics by writing to our secretary at: Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, New York 10022,10019, Attention: Nicholas Radesca.Christopher J. Masterson. A waiver of the Code of Ethics for our chief executive officer, chief financial officer, chief accounting officer or controller may be made only by the Board of Directors or the appropriate committee of the Board of Directors and will be promptly disclosed to the extent required by law. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on our website or in a report on Form 8-K. A waiver of the Code of Ethics for all other employees may be made only by our chief executive officer, chief operating officer or general counsel and shall be discussed with the Board of Directors or a committee of the Board of Directors as appropriate.

OTHER MATTERS PRESENTED FOR ACTION AT THE 2017 ANNUAL MEETING

Our Board of Directors does not intend to present for consideration at the Annual Meeting or any postponement or adjournment thereof any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for consideration at the meeting, either of the persons named in the proxy, acting individually and without the other, will vote thereon pursuant to the discretionary authority conferred by the proxy.

his or her discretion.

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STOCKHOLDER PROPOSALS FOR THE 20182021 ANNUAL MEETING

Stockholder Proposals in the Proxy Statement

Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the Company holds an annual or special meeting of stockholders. UnderFor stockholder proposals within the scope of Rule 14a-8 and submitted in accordance with the procedures specified thereunder, in order for a stockholderthe proposal to be considered for inclusion in the proxy statement and proxy card relating to our 2018 annual meeting of stockholders,2021 Annual Meeting, the proposal must comply with Rule 14a-8 and be received at our principal executive offices during the period beginning on November 6, 2017 and ending at 5:00 p.m., Eastern Time, on December 6, 2017.by October 31, 2020. Any proposal received after the applicable time in the previous sentencesuch date will be considered untimely.

Stockholder Proposals and Nominations for Directors to Be Presented at Meetings

For any proposal that is not submitted for inclusion in our proxy material for the 2021 Annual Meeting but is instead sought to be presented directly at that meeting, Rule 14a-4(c) under the Exchange Act permits our management to exercise discretionary voting authority under proxies it solicits unless we receive timely notice of the proposal must be submitted in accordance with the procedures set forth in our bylaws. Under our bylaws, for a director nomination or other stockholder proposal to be properly submitted for presentation at our 2018 annual meeting of stockholders,the 2021 Annual Meeting, our secretary must have receivedreceive written notice of the proposal at our principal executive offices during the period beginning on November 6, 2017October 1, 2020 and ending at 5:00 p.m., Eastern Time, on December 6, 2017. Any proposal received after the applicable time in the previous sentence will be considered untimely.October 31, 2020. Additionally, a stockholder proposal must contain certain information specified in our bylaws.

All nominations must also comply with the Company’s Charter.our bylaws. All proposals should be sent via registered, certified or express mail to our secretary at our principal executive offices at: Global Net Lease, Inc., 405 Park650 Fifth Avenue, 1430th Floor, New York, NY 10022,New York 10019, Attention: Nicholas RadescaSecretary (telephone: (212) 415-6500).

By Order of the Board of Directors,

/s/ Nicholas Radesca

Nicholas RadescaChristopher J. Masterson
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Christopher J. Masterson
Chief Financial Officer, Treasurer and Secretary



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