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

 

Check the appropriate box:

AMERICAN REALTY CAPITAL GLOBAL TRUST,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):

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405 Park Avenue, — 14^th Floor
New York, New York 10022
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 29, 2014June 28, 2016

April 29, 2014

2016

To the Stockholders of American Realty Capital Global Trust,Net Lease, Inc.:

I am pleased to invite our stockholders to the 20142016 Annual Meeting of Stockholders (“Annual Meeting”) of American Realty Capital Global Trust,Net Lease, Inc., a Maryland corporation (the “Company”). The Annual Meeting will be held on Thursday, May 29, 2014June 28, 2016 at The Core Club, located at 66 E. 55^th Street, New York, NY 10022, commencing at 11:309:00 a.m. (local time). At the Annual Meeting, you will be asked to consider and vote upon (i) elect fivethe election of four members to the Board of Directors, (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016, and (ii) consider and act on(iii) 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 Monday, April 14, 2014May 3, 2016 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournmentpostponement or postponementadjournment thereof. Record holders of shares of our common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.

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 make 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 have questions about the proposalsreceived a Notice of Internet Availability of Proxy Materials, you also may request a paper or would like additional copiesan e-mail copy of the proxy statement, please contact our proxy solicitor, Boston Financial Data Services, Inc. at 1-888-772-2337.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.

WhetherYou 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. You may authorize a proxy to vote your shares by using a toll-free telephone number or via the Internet. Instructions for using these convenient services are provided on the enclosed proxy card and in the attached proxy statement. If you prefer, you may vote your shares by marking your votes on the proxy card, signing and dating it and mailing it in the postage paid return envelope provided. If you sign and return your proxy card without specifying your choices, it will be understood that you wish to have your shares voted in accordance with the directors’ recommendations. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, reminding you to vote your shares.

You are cordially invited to attend the Annual Meeting. Your vote is important.

By Order of the Board of Directors,

/s/ Edward M. Weil, Jr.Timothy Salvemini

Edward M. Weil, Jr.Timothy Salvemini
President, Chief OperatingFinancial Officer, Treasurer
Secretary and DirectorSecretary

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AMERICAN REALTY CAPITAL GLOBAL TRUST,NET LEASE, INC.
 
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AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.Global Net Lease, Inc.
405 Park Avenue, — 14^th Floor
New York, New York 10022

PROXY STATEMENT

The accompanying proxy card, mailed together with this proxy statement (this “Proxy Statement”) and our 2013 Annual Report on Form 10-K for the year ended December 31, 2015 (our “2015 10-K”), is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of American Realty Capitalthe Global Trust,Net Lease, Inc., a Maryland corporation (which we refer to in this Proxy Statement as the(the “Company”), for use at the 20142016 Annual Meeting of Stockholders (the “Annual(“Annual Meeting”) and at any adjournmentpostponement or postponementadjournment thereof. References in this Proxy Statement to “we,” “us,” “our”“our,” “our company” 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 Park Avenue, — 14^th Floor, New York, New York 10022. This Proxy Statement, the accompanying proxy card, Notice of Annual Meeting and our 2013 Annual Report were first2015 10-K have either been mailed to you or been made available to you on the Internet. Mailing to our stockholders is expected to commence on or about April 29, 2014.May 4, 2016.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting To Be Held on Thursday, May 29, 2014June 28, 2016
 
This Proxy Statement, the Notice of Annual Meeting and our 2013 Annual Report2015 10-K are available at:
www.2voteproxy.com/arc.www.proxyvote.com/GNL

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INFORMATION ABOUT THE MEETING AND VOTING

What is the date of the Annual Meeting and where will it be held?

The Annual Meeting will be held on Thursday, May 29, 2014,June 28, 2016, commencing at 11:309:00 a.m. (local time) at The Core Club, located at 66 E. 55^th Street, New York, NY 10022.

What will I be voting on at the Annual Meeting?

At the Annual Meeting, you will be asked to:

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 receive a notice in the mail regarding the Internet availability of the proxy materials instead 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 2015 10-K available to our stockholders electronically via the Internet. On or about May 4, 2016, we expect to begin mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2015 10-K online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and our 2015 10-K. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Who can vote at the Annual Meeting?

The record date for the determination of holders of shares of our common stock, par value $0.01 per share (“Common Stock (as defined below)Stock”), entitled to notice of and to vote at the Annual Meeting, or any adjournmentpostponement or postponementadjournment of the Annual Meeting, is the close of business on April 14, 2014.May 3, 2016. As of the record date, 77,538,239April 29, 2016, 168,936,633 shares of our common stock, par value $0.01 per share (“Common Stock”)Stock were issued and outstanding and entitled to vote at the Annual Meeting.

How many votes do I have?

Each share of Common Stock hasentitles the holder to one vote on each matter considered at the Annual Meeting or any adjournmentpostponement or postponementadjournment thereof. The enclosed proxy card shows the number of shares of Common Stock you are entitled to vote.

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For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of authorizing a proxy that also provides cost savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by telephone prior to the Annual Meeting date, your proxy authorization is recorded immediately and there is no risk that postal delays will cause your vote by proxy to arrive late and, therefore, not be counted. For further instructions on authorizing a proxy to vote your shares, see your proxy card enclosed with this Proxy Statement.card. You may also vote your shares at the Annual Meeting. If you attend the Annual Meeting, you may submit your vote in person, and any previous votesproxies that you submittedauthorized by mail or authorized by Internet or telephone will be superseded by the vote that 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 enclosed proxy card is signed and returned without any directions given, the shares will be voted “FOR” the: (i) election of thefour director nominees for director named in this Proxy Statement for a term of one year, until our 2017 annual meeting of stockholders and until their successors are duly elected and qualify; and (ii) ratification of the proxy.appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

The Board of Directors does not intend to present, and has no information indicating that others will present, any business at the Annual Meeting other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy card to vote the proxies held by them in their discretion.

How can I change my vote or revoke a proxy?

You have the unconditional right to revoke your proxy at any time prior to the voting thereof byby: (i) submitting a later-dated proxy either by telephone, via the Internet or in the mail to our proxy solicitor Broadridge Investor Communication Solutions, Inc. (“Broadridge”) at the following address: Boston Financial Data Services,Broadridge Investor Communication Solutions, Inc., 2000 Crown Colony Drive, Quincy, MA 02169;51 Mercedes Way, Edgewood, NY 11717; or (ii) by attending the Annual Meeting and voting in person. No written revocation of your proxy shall be effective, however, unless and until it is received at or prior to the Annual Meeting.

What if I return my proxy card but do not mark it to show how I am voting?

If your proxy card is signed and returned without specifying your choices, your shares will be voted as recommended by the Board of Directors.

What vote is required to approve each item?

There is no cumulative voting in the election of our directors. Each director is elected by the affirmative vote of the holders of a pluralitymajority of votes castall shares of Common Stock who are present in person or by proxy at the meeting. 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. Any shares not voted (whether by abstention,For purposes of the election of directors, abstentions and broker non-vote, or otherwise)non-votes will count toward the presence of a quorum but will have the same effect as votes cast against each director. The proposal to ratify the appointment of PwC as the Company’s independent registered public accounting firm requires the affirmative vote of at least a majority of all the votes cast on the proposal. For purposes of ratification of the appointment of PwC as the Company’s independent registered public accounting firm, abstentions and broker non-votes will count toward the presence of a quorum but will have no impacteffect on the vote. proposal.

What is a “broker non-vote”?

A “broker non-vote” occurs when a broker who holds shares for the beneficial owner does not vote on a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial owner 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.Charter.

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What constitutes a ��quorum”“quorum”?

The presence at the Annual Meeting, in person or represented by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum. Abstentions and broker non-votes will be counted as present for the purpose of establishing a quorum.

Will you incur expenses in soliciting proxies?

We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. We have retained Boston FinancialBroadridge to aid in the solicitation of proxies. Boston FinancialBroadridge will receive a fee of approximately $83,500 which includes$16,000 for proxy solicitation services provided for us, plus the reimbursement forof certain costs and out of pocketout-of-pocket expenses incurred in connection with their services, all of which will be paid by us. In addition, our directors and officers may solicit proxies by telephone or fax, without receiving any additional compensation for their services. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forward copies of this Proxy Statement to people on whose behalf they hold shares of Common Stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the U.S. Securities and Exchange Commission (the “SEC”),SEC, we will reimburse such persons for reasonable expenses incurred by them in forwarding proxy materials to 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 Boston Financial if their votes have not yet been received.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 Boston Financialcall is recorded and the Broadridge representative is required to ask forconfirm each stockholder’s full name and address or theand zip code, or control number, and to confirm that the stockholder has received the proxy materials in the mail.materials. If the stockholder is a corporation or other entity, the Boston FinancialBroadridge representative is required to ask for the person’s title and confirmationconfirm that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Boston Financial,Broadridge, then the Boston FinancialBroadridge 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 Boston FinancialBroadridge 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. Boston FinancialBroadridge 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 Boston FinancialBroadridge immediately if his or her instructions are not correctly reflected in the confirmation.

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

Some of your shares 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 are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call usour Investor Relations department at (212) 415-6500.(866) 902-0063. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.

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

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 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 reduces the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to receive a separate proxy card or voting instruction card.

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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 usour Investor Relations department at (212) 415-6500(866) 902-0063 or by mailing a request to American Realty Capital Global Trust,Net Lease, Inc., 405 Park Avenue, 14^th Floor, New York, New York 10022, Attention: Investor Relations. Likewise, if your household currently receives multiple copies of disclosure documents and you would like to receive one set, please contact us.

Whom should I call forwith other questions?

If you have additional informationquestions about voting by proxythis Proxy Statement or authorizing a proxy by telephonethe Annual Meeting or Internetwould like additional copies of this Proxy Statement, or our 2015 10-K or any documents relating to vote my shares?

Please call Boston Financial,any of our proxy solicitor, at 1-888-772-2337.future stockholder meetings, please contact:

Global Net Lease, Inc.
405 Park Avenue, 14^th 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 20152017 annual meeting and included in the proxy material for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 30, 20142016 and ending at 5:00 p.m., Eastern Time, on December 30, 2014.2016. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: American Realty Capital Global Trust,Net Lease, Inc., 405 Park Avenue, — 14^th Floor, New York, New York 10022, Attention: Edward M. Weil, Jr., President,Timothy Salvemini, Chief OperatingFinancial Officer, Treasurer Secretary and Director.Secretary. For additional information, see the section in this Proxy Statement captioned “Stockholder Proposals for the 20152017 Annual Meeting.”

UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR” THE: (I) ELECTION OF THE FOUR NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY FOR A TERM OF ONE YEAR, UNTIL THE COMPANY’S 2017 ANNUAL MEETING IN 2015OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS AREHIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.QUALIFIES; AND (II) RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED “FOR” OR “AGAINST” SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.

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PROPOSAL NO. 1 — 
ELECTION OF DIRECTORS

The Board of Directors, including our independent directors, is responsible for monitoring and supervising the performance of our day-to-day operations, by American Realty Capitalincluding supervising our advisor, Global Net Lease Advisors, LLC (the “Advisor”). Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves for a term of one year, until the next annual meeting of stockholders or (if longer) until his or her successor is duly elected and qualifies. The charter of the Company (the “Charter”) and bylaws provide that the number of directors shallmay be fixed by a resolution of the Board of Directors; provided, however, that from the commencement of the Company’s ongoing initial public offering (the “IPO”) the number of directors shall never be less than three ornor greater than ten. The number of directors on theour Board is currently fixed at five.four.

The Board of Directors has proposed the following nominees for election as directors, each to serve for a term ending at the 2015of one year, until our 2017 annual meeting of stockholders and until his or her successor is duly elected and qualifies: Messrs. Nicholas S. Schorsch, EdwardP. Sue Perrotty, William M. Weil, Jr., Scott J. Bowman,Kahane, Abby M. Wenzel and Edward G. Rendell and Ms. Abby M. Wenzel.Rendell. Each nominee currently serves as a director of the Company.

The proxy holder named on the enclosed proxy card intends to vote “FOR” the election of each of the fivefour nominees. If you do not wish your shares to be voted for any particular nominees,nominee, please identify the exceptionsexception(s) in the designated space provided on the proxy card or, if you are authorizing a proxy to vote your shares by telephone or the Internet, follow the instructions provided when you authorize a proxy. Directors will be elected by the affirmative vote of the holders of a majority of votes castall shares of Common Stock who are present in person or by proxy at the Annual Meeting, provided that a quorum is present. Any shares not voted (whether by abstention, broker non-vote, or otherwise) have

We know of no impact on the vote.

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

The table set forth below lists the names and ages of each of the nominees as of the date of this Proxy Statement and the position and office that each nominee currently holds with the Company:

Name		Age		Position
Nicholas S. SchorschP. Sue Perrotty		5362		Chairman of the Board of DirectorsNon-Executive Chair, Audit Committee Chair, Compensation Committee Chair, Nominating and Chief Executive OfficerCorporate Governance Committee Chair, Conflicts Committee Chair
EdwardWilliam M. Weil, Jr.Kahane		4768		President, Chief Operating Officer, Treasurer, Secretary and Director
Scott J. BowmanAbby M. Wenzel		5756		Independent Director
Edward G. Rendell		70		Independent Director
Abby M. Wenzel		5472		Independent Director

Business Experience of Nominees

Nicholas S. SchorschP. Sue Perrotty

Nicholas S. SchorschP. Sue Perrotty has beenserved as non-executive chair and independent director of our Company since March 2015. She was appointed as an independent director of American Realty Capital Healthcare Trust III, Inc. (“HT III”) in August 2014 and as Audit Committee Chair of HT III in December 2014. Ms. Perrotty has served as an independent director of New York REIT, Inc. (“NYRT”) since September 2014 and as chair of NYRT’s audit committee since December 2014. Ms. Perrotty has served as an independent director of AR Capital Acquisition Corp. since October 2014. Ms. Perrotty served as an independent director of American Realty Capital Healthcare Trust, Inc. (“HT”) from November 2013 until the chairmanclose of HT’s merger with Ventas, Inc. in January 2015. Ms. Perrotty also served as an independent director of American Realty Capital Daily Net Asset Value Trust, Inc. (“DNAV”) from August 2013 until August 2014 and as an independent director of American Realty Capital Hospitality Trust, Inc. (“HOST”) from September 2013 until September 2014. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services

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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 that Ms. Perrotty’s experience as a director or executive officer of the companies described above, her prior business experience and her leadership qualities make her well-qualified to serve on our companyBoard of Directors.

William M. Kahane

William M. Kahane has served as a director of the Company since February 2015, including as executive chairman from February 2015 until March 2015. He also previously served an executive officer of the Company, the Advisor and the Property Manager from October 2014 until February 2015. Mr. Kahane has served as a director of HOST since February 2014, including as executive chairman from December 2014. Mr. Kahane previously served as the chief executive officer and president of our AdvisorHOST, the HOST advisor and our Property Managerthe HOST property manager from August 2013 until November 2014. Mr. Kahane has served as a director of New York REIT, Inc. (“NYRT”) since its formation in October 2009, including as executive chairman from December 2014 until June 2015. Mr. Kahane also previously served as an executive officer of NYRT, the NYRT advisor and the NYRT property manager from their respective formations in October 2009 until March 2012. Mr. Kahane has served as a director of Healthcare Trust, Inc. (“HTI”) since March 2013, including as executive chairman from December 2014 until February 2015. Mr. Kahane has served as chief executive officer and director of AR Capital Acquisition Corp. since August 2014.

Mr. Kahane previously served as a director of American Realty Capital — Retail Centers Of America, Inc. (“RCA”) from its formation in July 2011,2010, including as chairman from November 2014, in each case until December 2015. Mr. Kahane also previously served as an executive officer of RCA and the RCA advisor from November 2014, including as chief executive officer from December 2014 until December 2015. Mr. Kahane also previously served as an executive officer of RCA and the RCA advisor from their respective formations in July 20112010 and JanuaryMay 2010 until March 2012. Mr. Kahane served as the chief executive officer and president of DNAV, the DNAV advisor and the DNAV property manager and as chairman of the board of directors of DNAV from December 2014 until December 2015. Mr. Kahane also previously served as a director of DNAV from September 2010 until March 2012 respectively.and as an executive officer of DNAV, the DNAV advisor and the DNAV property manager from November 2014 until December 2014. Mr. SchorschKahane served as a director of American Realty Capital New York City REIT, Inc. (“NYCR”) from its formation in December 2013, including as executive chairman from December 2014, until November 2015. Mr. Kahane served as an executive officer of American Finance Trust, Inc. (“AFIN”), the AFIN advisor and the AFIN property manager from November 2014, including as chief executive officer from December 2014, until May 2015. Mr. Kahane also previously served as executive chairman of the AFIN board of directors from February 2015

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until November 2015. Mr. Kahane served as executive chairman of the board of directors of American Realty Capital Global Trust II, Inc. (“ARCT”Global II”) from December 2014 until January 2013 when ARCT closed its merger with Realty Income CorporationNovember 2015 and until March 2012, the chiefpreviously served as an executive officer of ARCT,Global II, the ARCTGlobal II advisor and the ARCTGlobal II property manager since their formation in August 2007.from October 2014 until December 2014. Mr. Schorsch hasKahane previously served as a director of Realty Finance Trust, Inc. from November 2014, including as chairman and the chief executive officer of New York REIT, Inc., formerly New York Recovery REIT, Inc. (“NYRT”), the NYRT property manager and the NYRT advisor since their formation in October 2009.from December 2014, until June 2015. Mr. Schorsch hasKahane served as the chief executive officerchairman of the advisorboard of directors of HT III from December 2014 until November 2015. Mr. Kahane served as a director of Phillips Edison — ARC ShoppingGrocery Center REIT II, Inc. (“PE-ARC”PECO II”) from August 2013 until January 2015. Mr. Kahane served as a director of Business Development Corporation of America since its formation in December 2009. Mr. Schorsch has been the chairman and the chief executive officer of American Realty Capital — Retail Centers of America, Inc. (“ARC RCA”) and the ARC RCA advisor since their formation in July 2010 and May 2010 respectively. Mr. Schorsch has been the chairmanuntil December 2015 and the chief executive officer of American Realty Capital Healthcare Trust, Inc. (“ARC HT”), the ARC HT advisor

and the ARC HT property manager since their formation in August 2010. Mr. Schorsch has been chairman and the chiefas an executive officer of Business Development Corporation of America (“BDCA”) sincefrom May 2010 until March 2012. Mr. Kahane served as a director of American Realty Capital Healthcare Trust, Inc. (“HT”) from its formation in May 2010.August 2010 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Schorsch has beenKahane previously served as an executive officer of HT, the chairmanHT advisor and chiefthe HT property manager from their respective formations in August 2010 until March 2012. He also served as a director and executive officer of VEREIT, Inc. (formerly American Realty Capital Properties, Inc., “VEREIT”) from December 2010 until March 2012. Additionally, Mr. Kahane served as an executive officer of VEREIT’s former manager from November 2010 until March 2012 and served as a director of VEREIT from February 2013 to June 2014. Mr. Kahane served as an executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”ARCT”), the ARC DNAVARCT advisor and the ARC DNAVARCT property manager sincefrom their formation in September 2010. Mr. SchorschAugust 2007 until the close of ARCT’s merger with Realty Income Corporation in January 2013. He also has been the chairman and chief executive officer of American Realty Capital Properties, Inc. (“ARCP”) and the ARCP advisor since their formation December 2010 and November 2010, respectively. Mr. Schorsch served as chairman and chiefa director of ARCT from August 2007 until January 2013. Mr. Kahane served as an executive officer of American Realty Capital Trust III, Inc. (“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 ARCP in February 2013.April 2012. Mr. Schorsch hasKahane served as the chief executive officera director of RCS Capital Corporation (“RCAP”) from February 2013 until December 2014, and chairman of the board of directors of ARCT IV since its formation February 2012 and as the chief executive officer of the American Realty Capital Trust IV, Inc. (“ARCT IV”) advisor and the ARCT IV property manager since their formation in February 2012. Mr. Schorsch has served as the chairman of the board of directors of American Realty Capital Healthcare Trust II, Inc. (“ART HT II”) since its formation in October 2012. Mr. Schorsch has served as the chairman of the board of directors and chief executive officer of ARC Realty Finance Trust, Inc. (“ARC RFT”) since its formation in November 2012 and as chief executive officer of the ARC RFT advisor since its formation in November 2012. Mr. Schorsch has served as chief executive officer and chairman of the board of directors of American Realty Capital Trust V, Inc. (“ARCT V”) since its formation in January 2013 and as chief executive officer of the ARCT V advisor and the ARCT V property manager since their formation in January 2013. Mr. Schorsch has served as chief executive officer of the Phillips Edison-ARC Grocery Center REIT II, Inc. (“PE-ARC II”) advisor since July 2013.RCAP from February 2013 until September 2014. RCAP filed for Chapter 11 bankruptcy in January 2016. Mr. Schorsch has served as chairman of the board of directors of American Realty Capital Hospitality Trust, Inc. (“ARC HOST”) since its formation in July 2013. Mr. Schorsch has served as executive chairman of RCS Capital Corporation, or RCS Capital, since February 2013. Mr. Schorsch hasKahane served as a director of the general partner of American Energy Capital Partners, LP (“AEP”) since its formation in October 2013. Mr. Schorsch has served as chief executive officer and chairman of the board of directors of American Realty Capital New York City REIT,Cole Real Estate Income Strategy (Daily NAV), Inc. (“ARC NYCR”Cole DNAV”) and chief executive officer of the ARC NYCR advisor and the ARC NYCR property manager since their formation infrom February 2014 until December 2013. From September 2006 to July 2007, Mr. Schorsch was chief executive officer of an affiliate, American Realty Capital, a real estate investment firm. Mr. Schorsch founded2014, and formerly served as president, chief executive officer and vice chairman of American Financial Realty Trust, or AFRT, from its inception as a REIT in September 2002 until August 2006. AFRT was a publicly traded REIT (which was listed on the NYSE within one year of its inception) that invested exclusively in offices, operation centers, bank branches, and other operating real estate assets that are net leased to tenants in the financial services industry, such as banks and insurance companies. Through American Financial Resource Group, or AFRG, and its successor corporation, AFRT, Mr. Schorsch executed in excess of 1,000 acquisitions, both in acquiring businesses and real estate property with transactional value of approximately $5 billion, while also operating offices in Europe that focused on sale and leaseback and other property transactions in Spain, France, Germany, Finland, Norway and the United Kingdom. In 2003, Mr. Schorsch received an Entrepreneur of the Year award from Ernst & Young. From 1995 to September 2002, Mr. Schorsch served as chief executive officer and president of AFRG, AFRT’s predecessor, a private equity firm founded for the purpose of acquiring operating companies and other assets in a number of industries. Prior to AFRG, Mr. Schorsch served as president of a non-ferrous metal product manufacturing business, Thermal Reduction. He successfully built the business through mergers and acquisitions and ultimately sold his interests to Corrpro (NYSE) in 1994. Mr. Schorsch attended Drexel University. We believe that Mr. Schorsch’s current experience as chairman and chief executive officer of NYRT, ARC RCA, ARC DNAV, ARC HT, ARCP, ARC Global, ARCT IV, ARC RFT and ARCT V, his current experience as chairman of ARC HT II, ARC HOST and RCS Capital, his previous experience as president, chief executive officer and vice chairman of AFRT and chairman and chief executive officer of ARCT and ARCT III, and his significant real estate acquisition experience, make him well qualified to serve as our chairman of our Board of Directors.

Edward M. Weil, Jr.

Edward M. Weil, Jr. has served as a director of our company sinceCole Credit Property Trust, Inc. (“CCPT”) from May 2012 and as an executive officer of our company, our Advisor and our Property Manager since their formation in July 2011, July 2011 and January 2012, respectively.2014 until February 2014. Mr. Weil served as an executive officer of ARCT, the ARCT advisor and the

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September 2013. Ms. Wenzel also haspreviously served as independent director of American Realty Capital Trust IV, Inc. (“ARCT IV”) from May 2012 until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Wenzel was no longer associated with ARCT IV since May 2012 and ARC NYCR since March 2014.as an independent director nor affiliated with ARCT IV in any manner. Ms. Wenzel has been a member 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. Since January 2014, Ms. Wenzel practices inhas served as co-chair of the Real Estate GroupGroup. 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 leasebacksale-leaseback transactions. She has represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the equity,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 sale.sales. Prior to joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner of its New York office and

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including his experience in overseeing the acquisition and management of Pennsylvania’s real estate development transactions, including various state hospitals, make him well qualified to serve as a member of our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. NICHOLAS S. SCHORSCH, EDWARDEACH OF P. SUE PERROTTY, WILLIAM M. WEIL, JR., SCOTT J. BOWMAN,KAHANE, ABBY M. WENZEL AND EDWARD G. RENDELL AND MS. ABBY M. WENZEL AS MEMBERS OF THE BOARD OF DIRECTORS, EACH TO SERVE FOR A TERM OF ONE YEAR, UNTIL THE 2015COMPANY’S 2017 ANNUAL MEETING OF STOCKHOLDERS MEETING AND UNTIL THEIR SUCCESSORS AREHIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.QUALIFIES.

Information About the Board of Directors and its Committees

The Board of Directors ultimately is responsible for the management and control of our business and operations. Our current executive officers are employees of affiliates of the Advisor. We have no employees and have retained the Advisor to manage our day-to-day operations. The Advisor is controlled by AR Capital Global Holdings, LLC (the “Sponsor”), which is majoritywholly owned and controlled by AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”). Mr. Nicholas S. Schorsch, our Chairmanformer chief executive officer and chairman of the Board, of Directors and Chief Executive Officer, and Mr. William M. Kahane.Kahane, our former executive chairman of the Board, chief operating officer, treasurer and secretary, have shared control of AR Global.

The Board of Directors held a total of 2135 meetings, including actions taken by written consent, during the fiscal year ended December 31, 2013.2015. All directors and nominees attended at least 95%96% of the total number of meetings while they were a member of the Board of Directors. All of our directors attended the 20132015 annual stockholders’ meeting. We anticipate that all directors and nominees will attend the Annual Meeting. We encourage all directors and director nominees to attend our annual meetings of stockholders.

The Board of Directors has approved and organized an audit committee. The Company does not currently havecommittee, a conflicts committee, a compensation committee orand a nominating and corporate governance committee. The Board of Directors carries out the responsibilities typically associated with conflicts committee, compensation committees and nominating and corporate governance committees. The Company does not have any employees and compensation of directors is set by the entire Board. The Board of Directors does not believe that any marked efficiencies or enhancements would be achieved by the creation of a separate compensation committee at this time.

Leadership Structure of the Board of Directors

Nicholas S. SchorschP. Sue Perrotty serves as both our chairmannon-executive chair of the Board and Scott J. Bowman serves as our chief executive officer.officer and president. As chief executive officer and president, Mr. SchorschBowman is responsible for the daily operations of the Company and implementing the Company’s business strategy. The Board of Directors believes that becauseits leadership structure, which separates the non-executive chair and chief executive officer roles, is ultimately responsible for ensuring the successful operationappropriate at this time in light of the CompanyCompany’s business and its business, which isoperating environment. This division of authority and responsibilities also the main focus of the Board’s deliberations, theallows our chief executive officer is the most qualified director to act as chairman.focus his time on running our daily operations. The Board of Directors may modify this structure to best address the Company’s circumstances for the benefit of its stockholders when appropriate.

Although eachThe Company’s management believes that having a majority of Messrs. Bowman and Rendell and Ms. Wenzel are independent, experienced directors, the Board of Directors has not appointed a leadincluding 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. The Board of Directors believes that the current structure is appropriate, as the Company has no employees and is externally managed by its Advisor, whereby all operations are conducted by the Advisor or its affiliates. Additionally, as members of the Board of Directors are elected annually, the Board of Directors believes that its existing corporate governance practices ensure appropriate management accountability to the Company’s stockholders.

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 is actively involved in overseeing risk management for the Company through its approval of all property acquisitions, incurrence and assumptions of debt, its oversight of the Company’s

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committee while they were members of the audit committee. The charter of the audit committee is available to any stockholder who requests it c/o American Realty Capital Global Trust,Net Lease, Inc., 405 Park Avenue, 14^th Floor, New York, NY 10022. The audit committee charter is also available on the Company’s website, atwww.arcglobaltrust.com/investor-relations/corporate-governance/www.globalnetlease.com. Our audit committee consists of Messrs. BowmanMs. Perrotty, Ms. Wenzel and Gov. Rendell, and Ms. Wenzel, each of whom is “independent” within the meaning of the applicable (i) provisions set forth in the Company’s charterCharter and (ii) requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable SEC rules. Ms. Perrotty is the chair of our audit committee. The Board has determined that Mr. BowmanMs. Perrotty is qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC and is an independent director.SEC.

The audit committee, in performing its duties, monitors:

The audit committee’s report on our financial statements for the fiscal year ended December 31, 20132015 is discussed below under the heading “Audit Committee Report.”

Oversight of Nominations and Corporate GovernanceCompensation Committee

The Company does not have a standing nominating and corporate governance committee nor a conflicts committee. The Board believes that because of the size and composition of the Board, it is more efficient and cost effective for the full Board to perform the duties of a nominating and corporate governance committee and of a conflicts committee. The entire Board of Directors, including our independent directors, is responsible for (i) identifying qualified individuals to become directors of the Company, (ii) recommending director candidates to fill vacancies on the Board and to stand for election by the stockholders at the annual meeting, (iii) recommending committee assignments, (iv) periodically assessing the performance of the Board and (v) reviewing and recommending appropriate corporate governance policies and procedures for the Company, including developing and recommending a code of business conduct and ethics for the Company’s executive officers and senior financial officers and annually reviewing such code.

The Board of Directors believes that diversityestablished a compensation committee in June 2015. Our compensation committee did not hold any meetings during the year ended December 31, 2015. The compensation committee is comprised of Ms. Perrotty, Ms. Wenzel and Mr. Rendell, each of whom is an important attributeindependent director. Ms. Perrotty is the chair of our compensation committee. Our compensation committee did not hold any meetings or take action by written consent during the year ended December 31, 2015. The charter of the compensation committee is available to any stockholder who sends a request to Global Net Lease, Inc., 405 Park Avenue, 14^th Floor, New York, NY 10022. The compensation committee charter is also available on the Company’s website atwww.globalnetlease.com by clicking on “Compensation Committee Charter.” In addition, all of the members who compriseof 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 (the “Code”). The principal functions of the compensation committee are to:

The Board also gives consideration to the Board having a diverseadministers our employee and appropriate mix of backgroundsdirector incentive restricted share plan. See “Compensation and skillsOther Information Concerning Officers, Directors and each nominee’s ability to exercise independence of thought, objective perspective and mature judgment and understand our business operations and objectives.Certain Stockholders — Share-Based Compensation —  Restricted Share Plan.”

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In carrying out its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee to the extent consistent with our charter, by-laws, corporate governance guidelines and any other applicable laws, rules and regulations.

Our executive officers provide input and recommendations to the Board for the compensation paid to each of the Company’s directors. Our Board considers these recommendations when determining compensation for our directors.

Oversight of Nominations and Corporate Governance

The Company has a standing nominating and corporate governance committee currently composed of Ms. Perrotty, Ms. Wenzel and Mr. Rendell, each of whom is an independent director. Ms. Perrotty is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee did not hold any meetings during the year ended December 31, 2015. The nominating and corporate governance committee was formed in 2015. The Board adopted a Charter for the Nominating and Corporate Governance Committee on June 2, 2015. The nominating and corporate governance committee charter is available on the Company website atwww.globalnetlease.com by clicking on “Investor Relations — Corporate Information — Governance Documents — Nominating and Corporate Governance Committee Charter.” We have 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:

In evaluating directors to serve as members of each committee of the stockholder submittingBoard, the nominating and governance committee takes into account the applicable requirements for members of committees of boards of directors under the Exchange Act and New York Stock Exchange (the “NYSE”) Rules, the Company’s Corporate Governance Guidelines and the charter of each such committee and may take into account such other factors or criteria as the nominating and governance committee deems appropriate, including directors’ personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a nomination has complied with procedures set forthpublicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company; experience in the Company’s bylaws. Seeindustry with relevant social policy concerns; practical and mature business judgment, including ability to make independent analytical inquiries; the nature of and time involved in a director’s service on other boards or committees; and 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.

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 20152016 Annual Meeting”Meeting — Stockholder Proposals and Nominations for additional information regarding stockholder nominations of director candidates.Directors to Be Presented at Meetings.”

Oversight of Conflicts of Interest

The Company does not have a standing conflicts committee. Instead, the entire Board of Directors established a conflicts committee in August 2015. Our conflicts committee held one meeting, including ouraction by written consent, during the year ended December 31, 2015. Our directors and nominees who are members of the conflicts committee attended all meetings of the conflicts committee while they were members of the conflicts committee. The members of the conflicts committee are Ms. Perrotty, Ms. Wenzel and Gov. Rendell, each of whom is independent directors,for purposes of the rules and regulations of the SEC and under the Charter. Ms. Perrotty currently serves as chair of the conflicts

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committee. The charter of the conflicts committee is responsible for approvingavailable to any stockholder who sends a request to Global Net Lease, Inc., 405 Park Avenue, 14^th Floor, New York, NY 10022. The conflicts committee charter is also available on the company’s website,www.globalnetlease.com.

Pursuant to the conflicts committee charter, the conflicts committee has the authority to: (a) review and evaluate the terms and conditions, and to determine the advisability of any transactions (“Related Party Transactions”) and resolving other conflictsconflict of interest (“Conflict”) situations between the Company and its subsidiaries,us, on the one hand, and any of the Sponsor, any director, the Advisor, a director, an officer or their respective affiliates,any affiliate thereof, on the other hand. The Boardhand; (b) to negotiate the terms and conditions of Directors, including a majorityany Related Party Transaction, and, if the conflicts committee deems appropriate, but subject to the limitations of applicable law, to approve the independent directors,execution and delivery of documents in connection with any Related Party Transaction on our behalf; (c) to determine whether the relevant Related Party Transaction is responsible for reviewingfair to, and approving all transactions with affiliated parties, all purchase or leasesin our best interest and the best interest of properties from, or sales or leasesour stockholders, and (d) to an affiliate, and reviewing and approving all agreements and amendmentsrecommend to agreements between the Company and affiliates, including the Sponsor or Advisor and their subsidiaries.

During the fiscal year ended December 31, 2013, all of the members of the Board of Directors reviewed our policies and report that they are being followed by us and are in the best interests of our stockholders. Please read “Certain Relationships and Related Transactions — Affiliated Transactions Best Practices Policy.” Certain of the factors consideredwhat action, if any should be taken by the Board of Directors are set forth inwith respect to any Related Party Transaction pursuant to the financial statements (includingCharter.

Prior to establishing the footnotes thereto) and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K forconflicts committee, the year ended December 31, 2013. The Boardindependent directors reviewed the material transactions between the Sponsor, the Advisor and their respective affiliates, on the one hand, and us, on the other hand, which occurred duringhand. Either the fiscal year ended December 31, 2013. The Boardindependent directors or the conflicts committee has determined that all our transactions and relationships with our Sponsor, Advisor and their respective affiliates during the fiscal year ended December 31, 20132015 were fair and were approved in accordance with the policies referenced inapplicable Company policies. Read “Certain Relationships and Related Transactions” below.Transactions.”

In March 2011, Realty Capital Securities, LLC (our “Dealer Manager”), an entity directlyorder to reduce or indirectly under common control witheliminate certain potential conflicts of interest, the Sponsor that was retained by the Company to act as dealer manager in connection with the Company’s initial public offering, adopted best practices guidelinesCharter contains a number of restrictions related to affiliated transactions applicable to all the issuers whose securities are sold on its platform (which includes the Company) that requires that each such issuer adopt guidelines that, except under limited circumstances, (i) restrict such issuer from entering into co-investment or other business transactions with another investment program sponsored by the American Realty Capital groupour Sponsor, our Advisor, any of companiesour directors, any of our officers, any of their respective affiliates or certain of our stockholders. See “Certain Relationships and (ii) restrict sponsors of investment programs from entering into co-investment or other business transactions with their sponsored issuers. Accordingly, on April 20, 2012, all of the members of the Board voted to approve the Company’s affiliated transaction best practices policy incorporating the Dealer Manager’s best practices guidelines.Related Transactions.”

Director Independence

Under our organizational documents, we must have at least three butOur Bylaws provide that the number of directors may not be less than the minimum required by the MGCL nor more than ten directors.fifteen; provided, however, that the number of directors may be changed from time to time by resolution adopted by the affirmative vote of a majority of the Board. The CharterBoard of Directors has currently fixesset the number of directors at five.four. A majority of these directors must be “independent” except for a period of up to 60 days after the death, resignation or removal of an independent director. An “independent director” is defined under the Charter as one who is not associated and has not been associated within the last two years, directly or indirectly, with our Sponsor or Advisor. A director is deemed to be associated with our Sponsor or Advisor if he or she: (a) owns an interest in our Sponsor, Advisor or any of their affiliates; (b) is employed by our Sponsor, Advisor or any of their affiliates; (c) is an officer or director of the Sponsor, Advisor or any of their affiliates; (d) performs services, other than as a director, for us; (e) is a director for more than three REITs organized by our Sponsor or advised by our Advisor; or (f) has any material business or professional relationship with our Sponsor, Advisor or any of their affiliates. A business or professional relationship is considered material per se if the gross revenue derived by the director from our Sponsor and our Advisor and affiliates exceeds 5% of the director’s (i) annual gross revenue, derived from all sources, during either of the last two years, or (ii) net worth, on a fair market value basis. An indirect relationship includes circumstances in which a director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law, is or has been associated with our Sponsor, Advisor, any of their affiliates or us.

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COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS,
DIRECTORS AND CERTAIN STOCKHOLDERS

Compensation of Executive Officers

We currently have no employees. Our 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 or have acquired.acquire. Our current executive officers, Messrs. Nicholas S. Schorsch, Edward M. Weil, Jr., Peter M. Budko, Ms. Amy B. BoyleScott J. Bowman and Mr. Andrew Winer,Timothy Salvemini, are all employees of affiliates of the Advisor and do not receive any compensation directly from the Company for the performance of their duties as executive officers of the Company. Additionally, Mr. Brian S. Block served as anWe neither compensate our executive officer during the year ended December 31, 2013, was also an employee of theofficers, nor do we reimburse either our Advisor and did not receiveor Global Net Lease Properties, LLC (the “Property Manager”) or our Service Provider for any compensation directly frompaid to individuals who also serve as our executive officers, or the Company for the performanceexecutive officers of his duties as an executive officerour Advisor, our Property Manager, our Service Provider or any of the Company.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 statementProxy Statement a “Compensation Discussion and Analysis,” a report from our compensation committee 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. See “Certain Relationships and Related Transactions” below for a discussion of fees and expensesexpense reimbursements payable to the Advisor and its affiliates.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:

Name		Age		Principal Occupation and Positions HeldPosition(s)
Nicholas S. SchorschP. Sue Perrotty		5362		Chairman of the Board of DirectorsNon-Executive Chair, Audit Committee Chair, Compensation Committee Chair, Nominating and Chief Executive Officer
Edward M. Weil, Jr.		47		President, Chief Operating Officer, Treasurer, Secretary and Director
Peter M. Budko		54		Executive Vice President
Amy B. Boyle		36		Chief Financial Officer
Andrew Winer		46		Chief Investment OfficerCorporate Governance Committee Chair, Conflicts Committee Chair
Scott J. Bowman		5759		Chief Executive Officer and President
Timothy Salvemini		44		Chief Financial Officer, Treasurer and Secretary
William M. Kahane		68		Director
Abby M. Wenzel		56		Independent Director
Edward G. Rendell		70		Independent Director
Abby M. Wenzel		5372		Independent Director

Nicholas S. SchorschScott J. Bowman

Please see “Business ExperienceMr. Bowman has served as chief executive officer of Nominees” on pages 5 – 6the Company, the Advisor and the Property Manager since October 2014, and as president of the Company, the Advisor and the Property Manager since December 2015, and had previously served as an independent director of the Company and chair of the audit committee from May 2012 until September 2014. Mr. Bowman has served as chief executive officer of Global II, the Global II advisor and the Global II property manager since October 2014. Mr. Bowman has over 30 years of experience in global brand and retail management. Most recently, Mr. Bowman served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for biographical information aboutglobal retail and international business. Prior to this, Mr. Schorsch.

Edward M. Weil, Jr.

Please see “Business ExperienceBowman 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 Nominees” on pages 6 – 7 for biographical information aboutPolo Ralph Lauren International Business Development from May 2005 until September 2008 where he was also a member of the executive committee and capital committee. He also served as chairman of Polo Ralph Lauren Japan from June 2007 until September 2008, and led the transformation of Polo Ralph Lauren’s business in Asia from a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, from May 1998 until February 2003 Mr. Weil.

Peter M. Budko

Peter M. Budko has beenBowman served as an executive officer of our company, our Advisor and our Property Manager since their formation in July 2011, July 2011 and January 2012, respectively. Mr. Budko servedtwo subsidiaries of LVMH Moet Hennessy Louis Vuitton, as executive vice president andthe chief investmentexecutive officer of ARCT, the ARCT advisorMarc Jacobs International, and the ARCT property manager from their formation in 2007 through March 2012. Mr. Budko also served as executive viceregion president and chief operating officer of NYRT, the NYRT property manager and the NYRT advisor from their formation in October 2009 until March 2014. Mr. Budko has served as executive vice president and chief investment officer of the PE-ARC advisor since its formation in December 2009. Mr. Budko has served as executive vice president and chief investment officer of ARC RCA and the ARC RCA advisor since their formation in July 2010 and May 2010, respectively. Mr. Budko served until March 2014 as executive vice president, and until February 2011 as chief investment officer, of ARC HT, the ARC HT advisor and the ARC HT property manager, in each case since their formation in August 2010. Mr. Budko served as an executive officer of

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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 ARCP in February 2013.Duty Free Shoppers. Mr. Budko hasBowman served as an executive officer of BDCA and the BDCA advisor since their formation in May 2010 and June 2010, respectively. Mr. Budko also was also executive vice president and chief investment officer of ARCP and the ARCP manager from their formation December 2010 and November 2010, respectively, in each case until ARCP’s transition to self-management in January 2014. Mr. Budko also has been an executive officer of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager since their formation in September 2010. Mr. Budko served as executive vice president and chief investment officer of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 until the closing of the merger of ARCT IV with ARCP in January 2014. Mr. Budko served as the executive vice president of ARC HT II, the ARC HT II advisor and the ARC HT II property manager from their formation in October 2012 until March 2014. Mr. Budko has served as an executive officer of ARC RFT and the ARC RFT advisor since their formation in November 2012. Mr. Budko was appointed as a director of ARC RFT in January 2013. He has also served as executive vice president and chief investment officer of ARCT V, the ARCT V advisor and ARCT V property manager since their formation in January 2013. Mr. Budko has served as executive vice president and chief investment officer of the PE-ARC II advisor since its formation in July 2013. Mr. Budko has also served as chief investment officer and a director of RCAP since February 2013 and as chief investment officer of RCS Capital Management since April 2013. From January 2007 to July 2007, Mr. Budko was chief operating officer of an affiliated American Realty Capital real estate investment firm. Mr. Budko founded and formerly servedProperties, Inc. from February 2013 until September 2014, as managingan independent director and group head of the Structured Asset Finance Group, a divisionCompany from May 2012 until September 2014, as an independent director of WachoviaNew York REIT, Inc. from August 2011 until September 2014 and as an independent director of American Realty Capital Markets, LLCTrust III, Inc. from 1997 – 2006.February 2012 to February 2013. Previously, Mr. Bowman served on the board of Colin Cowie Enterprises, Stuart Weitzman and The Structured Asset Finance Group structures and invests in real estate that is net leased to corporate tenants. While at Wachovia,Healthy Back. Mr. Budko acquired over $5 billion of net leased real estate assets. From 1987 – 1997, Mr. Budko worked in the Corporate Real Estate Finance Group at NationsBank Capital Markets (predecessor to Bank of America Securities), becoming head of the group in 1990. Mr. BudkoBowman received ahis B.A. in physics from the State University of North Carolina.New York at Albany.

Amy B. BoyleTimothy Salvemini

Amy B. BoyleMr. Salvemini has served as chief financial officer of our company, our Advisor and our Property Manager since December 2013. Ms. Boyle has also served as chief financial officer of ARC RCA and the ARC RCA advisor since December 2013 and as chief financial officer, treasurer and secretary of ARC HOST, the ARC HOST advisorCompany, the Advisor and the ARC HOST property managerProperty Manager since September 2013. Ms. BoyleDecember 2015. Mr. Salvemini has served as senior vice president for ARC Advisory Services, LLC since July 2013. Ms. Boyle has approximately 14 years of real estate finance and accounting experience. She served as the chief financial officer for the Clarion Lion Properties Fund, a private real estate fund managed by Clarion Partners with a portfolio having a value of approximately $7.0 billion, from July 2009 through June 2013. Ms. Boyle's responsibilities in that role included overseeing financial reporting, cash management, and the legal, tax and capital structure issues related to the fund. Ms. Boyle also served as chief financial officer, senior vice presidenttreasurer and treasurersecretary of Clarion Partners Property Trust from its formation in November 2009 through June 2013. From August 2006 through July 2009, she heldGlobal II, the positionGlobal II advisor and the Global II property manager since December 2015. Previously, Mr. Salvemini served as chief administrative officer of vice president and controller of GoldenTree InSite Partners,Rouse Properties, Inc. (“Rouse Properties”), a New York-basedpublicly-traded real estate investment firm, where her responsibilities included managing all aspectstrust, from 2014 to 2015 and chief accounting officer of client reporting and accounting, regulatory compliance, valuation of investments and structuring private equity investment vehicles.Rouse Properties from 2012 to 2014. From March 20032010 to August 2006, Ms. Boyle held various positions with Clarion Partners, including (from July 2005 to August 2006) senior associate in Portfolio Management for Clarion Lion Properties Fund, (from April 2005 to July 2005) assistant controller for Clarion Lion Properties Fund, and (from March 2003 to April 2005) portfolio accountant for Clarion Lion Properties Fund. Ms. Boyle also2012, Mr. Salvemini served as Vice President — Finance and Accounting of Brookfield Asset Management, Inc., an asset manager with over $175 billion in assets under management. From 2006 to 2010, Mr. Salvemini served in various roles at Crystal River Capital Inc., a senior auditorpublicly-traded mortgage REIT managed by Brookfield Asset Management.

P. Sue Perrotty

Please see “Proposal No. 1 — Election of Directors — Business Experience of Nominees” for a Boston-based public accounting firm, Feeley & Driscoll, PC, from January 2000 to November 2002. She holds a bachelorbiographical information about Ms. Perrotty.

William M. Kahane

Please see “Proposal No. 1 — Election of science in Accounting and Management from Plattsburgh State UniversityDirectors — Business Experience of New York, a masterNominees” for biographical information about Mr. Kahane.

Abby M. Wenzel

Please see “Proposal No. 1 — Election of science in Real Estate Finance from New York University and is a certified public accountant in the stateDirectors — Business Experience of New York.Nominees” for biographical information about Ms. Wenzel.

Andrew WinerEdward G. Rendell

Andrew Winer has served as chief investment officerPlease see “Proposal No. 1 — Election of the company since May 2012. Mr. Winer has also served as chief investment officerDirectors — Business Experience of ARC RFT and the ARC RFT advisor since their formation in November 2012. Mr. Winer joined American Realty Capital in January 2012 and advises all American RealtyNominees” for biographical information about Gov. Rendell.

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Capital’s investment programs in connection with debt capital markets. He is involved in arranging corporate lines of credit and designing loan facilities. From April 2000 to January 2012, Mr. Winer worked at Credit Suisse, specifically in fixed income sales from 2000 – 2004, and he headed the CRE CDO Group and warehouse lending team from 2004 to 2008. His additional responsibilities at Credit Suisse included CMBS syndication and distribution, loan pricing and hedging, and real estate asset management. From January 1999 to December 1999, Mr. Winer worked at Global Asset Capital, an intellectual property securitization firm. From August 1993 to November 1998, Mr. Winer was employed at DLJ where he focused on bond structuring, loan origination, securitization deal management, CMBS trading, loan pricing and hedging and new business. Mr. Winer started his career in Arthur Andersen’s Structured Products Group from August 1991 to August 1993. During his time at DLJ he was awarded, “VP of the year” in 1995 and at Credit Suisse he was awarded “Top 50” in 2010. Mr. Winer received both a bachelors degree in business administration and a masters in accounting from the University of Michigan.

Scott J. Bowman

Please see “Business Experience of Nominees” on pages 7 – 8 for biographical information about Mr. Bowman.

Edward G. Rendell

Please see “Business Experience of Nominees” on page 8 for biographical information about Mr. Bowman.

Abby M. Wenzel

Please see “Business Experience of Nominees” on page 8 for biographical information about Mr. Bowman.

Compensation of Directors

The following table sets forth information regarding compensation of our directors during the fiscal year ended December 31, 2013:

Name		Fees Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total Compensation ($)
Nicholas S. Schorsch(1)		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Edward M. Weil, Jr.(2)			—				—				—				—				—				—				—
Scott J. Bowman(3)			51,250				27,000				—				—				—				—				78,250
Edward G. Rendell(4)			50,750				27,000				—				—				—				—				77,750
Abby M. Wenzel(5)			50,750				27,000				—				—				—				—				77,750

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Name		Fees Earned or Paid in Cash ($)		Restricted Share Plan
		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 such external seminar, conference, panel, forum or other industry-related event. An independent director cannot be paid or reimbursed for attendance at a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.
Committee Members		An additional 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 Common Stock.
One-Time Retention Award of restricted shares of common stock

The following table sets forth information regarding compensation of our directors paid during the year ended December 31, 2015:

Name		Fees Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)(2)				Total Compensation ($)
William M. Kahane			—			$	340,800	(3)			—				—				—				—			$	340,800
P. Sue Perrotty		$	239,875			$	485,300	(4)			—				—				—			$	10,979			$	736,154
Abby M. Wenzel		$	200,750			$	405,800	(5)			—				—				—			$	13,039			$	619,589
Edward G. Rendell		$	197,750			$	405,800	(6)			—				—				—			$	13,039			$	616,589

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Share-Based Compensation

Stock OptionRestricted Share Plan

We have adopted a stock option plan to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including our Advisor, Property Manager and affiliates, as well as personnel of our Advisor, Property Manager and affiliates, and any joint venture affiliates of ours. Our stock option plan will be administered by the Board of Directors. The Board of Directors has full authority: (1) to administer and interpret the stock option plan; (2) to authorize the granting of awards; (3) to determine the eligibility of directors, officers, advisors, consultants and other personnel, including our Advisor, Property Manager and affiliates, as well as personnel of our Advisor, Property Manager and affiliates, and any joint venture affiliates of ours, to receive an award; (4) to determine the number of shares of common stock to be covered by each award; (5) to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the stock option plan); (6) to prescribe the form of instruments evidencing such awards; and (7) to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the stock option plan or the administration or interpretation thereof; however, the Board of Directors may not take any action under our stock option plan that would result in a repricing of any stock option without having first obtained the affirmative vote of our stockholders. In connection with this authority, the Board of Directors may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The total number of shares subject to awards under our stock option plan initially is 500,000 (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). We may not issue options or warrants to purchase shares to our Advisor, our directors or any of their affiliates except on the same terms as such options or warrants, if any, are sold to the general public. Further, the amount of the options or warrants issued to our Advisor, our directors or any of their affiliates cannot exceed an amount equal to 10% of outstanding shares on the date of grant of the warrants and options.

If any vested awards under the stock option plan are paid or otherwise settled without the issuance of common stock, or any shares of common stock are surrendered to or withheld by us as payment of all or part of the exercise price of an award and/or withholding taxes in respect of an award, the shares that were subject to such award will not be available for re-issuance under the stock option plan. If any awards under the stock option plan are cancelled, forfeited or otherwise terminated without the issuance of shares of common stock (except as described in the immediately preceding sentence), the shares that were subject to such award will be available for re-issuance under the stock option plan. Shares issued under the stock option plan may be authorized but unissued shares or shares that have been reacquired by us. If the Board of Directors determines that any dividend or other distribution (whether in the form of cash, common stock or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event affects the common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of participants under the stock option plan, then the Board of Directors will make equitable changes or adjustments to any or all of: (i) the number and kind of shares of stock or other property (including cash) that may thereafter be issued in connection with awards; (ii) the number and kind of shares of stock or other property (including cash) issued or issuable in respect of outstanding awards; (iii) the exercise price, base price or purchase price relating to any award; and (iv) the performance goals, if any, applicable to outstanding awards. In addition, the Board of Directors may determine that any such equitable adjustment may be accomplished by making a payment to the award holder, in the form of cash or other property (including but not limited to shares of stock). Awards under the stock option plan are intended to either be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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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’s Common Stock as of April 14, 2014,29, 2016, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:

Beneficial Owner(1)		Number of Shares Beneficially Owned				Percent of Class
American Realty Capital Global Trust Special Limited Partnership, LLCNicholas S. Schorsch(2)			22,222115,800				*
AR Capital, LLCWilliam M. Kahane(3)			111,111155,800					*
Scott J. Bowman(4)			10,659					*
Nicholas S. SchorschTimothy Salvemini			—				*—
Edward M. Weil, Jr.Patrick J. Goulding(5)			—17,533				*	*
Andrew WinerP. Sue Perrotty(6)			—56,234				*	*
PeterAbby M. BudkoWenzel(7)			—56,352				*	*
Amy B. BoyleGov. Edward G. Rendell(8)			—56,539				*
Scott J. Bowman			6,044	(4)			*
Abby M. Wenzel			6,000	(4)			*
Edward G. Rendell			6,044	(4)			*
All directors and executive officers as a group (8(six persons)			151,421	(5)335,584			*		*

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Scott J. Bowman, our chief executive officer and president, also is the chief executive officer and president of our Advisor and our Property Manager. Timothy Salvemini, our chief financial officer, treasurer and secretary, is also the chief financial officer, treasurer and secretary of our Advisor and our Property Manager.

Our Advisor is owned and controlled by our Sponsor, which is wholly owned by AR Global. Nicholas S. Schorsch, our former chief executive officer and executive chairman of the Board, and William M. Kahane, our former executive chairman of the Board, chief operating officer, treasurer and secretary, have shared control of AR Global. AR Global indirectly owns 90% of the membership interests in our Advisor and Mr. Bowman, our chief executive officer and president, directly owns the other 10% of the membership interests in our Advisor.

Realty Capital Securities, LLC (the “Former Dealer Manager”), RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiaries of RCAP. Until transactions entered into in connection with filing for Chapter 11 bankruptcy in January 2016, Mr. Schorsch and Mr. Kahane also had shared control of RCAP. Prior to or in connection with this bankruptcy, all arrangements between either us or AR Global and its affiliates, on the one hand, and subsidiaries of RCAP, on the other hand, were terminated.

Advisor

WeConcurrently with the Listing, we entered into the Fourth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with our Advisor, which requires us to pay a base management fee (the “Base Management Fee”) of $18.0 million per annum, payable in cash monthly in advance, a variable fee (the “Incentive Compensation”) equal to 1.25% of net proceeds raised from additional equity issuances, including issuances of OP Units, and an advisory agreementincentive fee, payable 50% in cash and 50% in shares of common stock, equal to 15% of our Core AFFO (as defined in the Advisory Agreement) in excess of $0.78 per share plus 10% of our Core AFFO in excess of $1.02 per share. The $0.78 and $1.02 incentive hurdles are subject to annual increases of 1% to 3%. The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment.

We reimburse the Advisor or its affiliates for expenses of the Advisor and its affiliates incurred on behalf of us, except for those expenses that are specifically the responsibility of the Advisor under the Advisory Agreement.

The Advisory Agreement has an initial term of 20 years with automatic renewals for consecutive 5-year terms, unless terminated in accordance with the terms of the Advisory wherebyAgreement with payment of a termination fee of up to 2.5 times the compensation paid to the Advisor manages our dayin the previous year, plus expenses.

During the year ended December 31, 2015, pursuant to day operations. We will paythe Advisory Agreement we paid to our Advisor or its assignees 1.0%Base Management Fees of the contract purchase price$18.0 million and Incentive Compensation of each property acquired (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees) and 1.0% of the amount advanced for a loan or other investment (including our pro rata share of any indebtedness assumed or incurred in respect of that investment and exclusive of acquisition fees and financing coordination fees). This acquisition fee is reflective of services performed by our Advisor in$2.0 million.

Multi-Year Outperformance Agreement

In connection with selecting properties for acquisition and shall cover such services until such time as our Advisor has submitted a letter of intent to the seller to purchase such property and presented a detailed investment memorandum to our Board of Directors for approval. SolelyListing, we entered into the Multi-Year Outperformance Agreement (the “OPP”) with respect to our European investment activities, our Service Provider will be paid 50% of the acquisition fees in respect of such properties, and our Advisor will receive the remaining 50%, as set forth in the service provider agreement. Fees paid to the Service Provider will be deducted from fees payable to our Advisor.

For purposes of this proxy statement, “contract purchase price” or the “amount advanced for a loan or other investment” means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property or the amount actually paid or allocated in respect of the purchase of loans or other real-estate related assets, in each case inclusive of any indebtedness assumed or incurred in respect of such investment, but exclusive of acquisition fees and financing coordination fees. This acquisition fee does not include any acquisition expenses payable to our Advisor, as described in “Acquisition Expenses” below. Once the proceeds from the primary offering have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired.

Within 30 days after the end of each calendar quarter (subject to the approval of the Board of Directors), we, as the general partner of the American Realty Capital Global Net Lease Operating Partnership, L.P. (the “OP”), will pay an asset management subordinated participation by issuing and our Advisor. Under the OPP, our Advisor was issued 9,041,801 long term incentive plan (“LTIP Units”) in the OP with a number of restricted Class B Unitsmaximum award value on the issuance date equal to 5.00% of the OP to our Advisor equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% (or the lower of the cost of assets and the applicable quarterly net asset value (“NAV”Company’s market capitalization (the “OPP Cap”) multiplied by 0.1875%, once we begin calculating NAV) over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter (or NAV per share, once we begin calculating NAV); provided, however, that if the amounts payable as an oversight fee for such calendar quarter exceed the amount determined under clause (A) for such calendar quarter, or an excess oversight fee, no Class B Units shall be issued for such calendar quarter and the excess oversight fee shall be carried forward to the next succeeding calendar quarter and included with and treated as amounts payable as an oversight fee for the next succeeding quarter for purposes of determining the amount of restricted Class B Units issuable for the next succeeding calendar quarter; provided further, however, that the sum of (I) the amounts determined under clause (i) above for a calendar year plus (II) the amounts payable as an oversight fee for such calendar year, shall not be less than 0.75% of the cost of assets (or the lower of the cost of assets and NAV for such calendar year, once we begin to calculate NAV).

Solely with respect to our investment activities in Europe, our Service Provider will be paid 50% of the asset management subordinated participation in respect of such properties and our Advisor will receive the remaining 50%. Class BThe LTIP Units are subject to forfeiture until such time as: (a)structured as profits interests in the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon (the “Economic Hurdle”); (b) any one of the following events occurs concurrently with or subsequently to the achievement of the Economic Hurdle: (i) a listing of our common stock on a national securities exchange; (ii) a transaction to which we the OP shall be a party, as a result of which OP Units or our common stock shall be exchanged for or converted into the right, or the holders of such securities shall otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause; and (c) the Advisor pursuant to the advisory agreement is providing services to us immediately prior to the occurrence ofOP.

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an eventThe Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the type described in clause (b) above, unlessOPP Cap upon the failure to provide such services is attributable to the termination without causefirst, second and third anniversaries of the advisory agreement by an affirmative voteEffective Date, which is the listing date, June 2, 2015, 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 majoritypeer group of our independent directors aftercompanies, as set forth below, for the Economic Hurdle has been met. Any outstanding Class B Units will be forfeited immediately ifthree-year performance period commencing on the advisory agreement is terminated for any reason other than a termination without cause. Any outstanding Class B Units will be forfeited immediately ifEffective Date (the “Three-Year Period”); each 12-month period during the advisory agreement is terminated without cause by an affirmative vote of a majorityThree-Year Period (the “One-Year Periods”); and the initial 24-month period of the BoardThree-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 potential outperformance award is calculated at the end of Directors beforeeach One-Year Period, the Economic Hurdle has been met.

We will reimburse our Advisor’s costs of providing administrative services, subject toTwo-Year Period and the limitationThree-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 we will not reimburse our Advisor for any amount by which our operating expensesare unearned at the end of the four preceding fiscal quarters exceedsPerformance Period will be forfeited.

Subject to the greaterAdvisor’s continued service through each vesting date, one third of (a) 2.0%any earned LTIP Units will vest on each of average invested assetsthe third, fourth and (b) 25.0%fifth anniversaries of net income other thanthe 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 additionsearned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to reserves for depreciation, bad debt or other similar non-cash reservesthe end of the Three-Year Period.

On February 25, 2016, the OPP was amended and excluding any gain fromrestated to reflect the salemerger of assets for that period. For these purposes, “average invested assets” means, for any period,two of the companies in the peer group.

Listing Note

Concurrent with the Listing, we, as the general partner of the OP, caused the OP, subject to the terms of the Second Amended and Restated Agreement of Limited Partnership, to evidence the OP's obligation to distribute certain amounts to the Special Limited Partner through the issuance of a note by the OP (the “Listing Note”). The amount of the Listing Note was determined, in part, based on the average of the aggregate bookmarket value of our assetsoutstanding shares of Common Stock for the period of 30 consecutive trading days, commencing on the 180^th calendar day following the Listing. The principal amount of the Listing Note was determined to be

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zero dollars as of December 31, 2015. The Listing Note measurement period ended on January 23, 2016 and no amounts were payable pursuant to its terms.

Former Arrangements

The predecessor to AR Global was a party to a services agreement with RCS Advisory pursuant to which RCS Advisory and its affiliates provided us and certain other companies currently sponsored by AR Global with services (including, lease intangibles, invested, directlywithout limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or indirectly,at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.

On December 31, 2014, we entered into an agreement with RCS Capital, the investment banking and capital markets division of the Former Dealer Manager, for strategic and financial instruments, debtadvice and equity securities and equity interests in and loans secured by real estate assets (including amounts invested in REITs and other real estate operating companies)) before deducting reserves for depreciation, or bad debts or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the period. The expenses to be reimbursed to our Advisor will include personnel costsassistance in connection with services provided by our Advisor during(i) a possible sale transaction involving the operational stage, in additionCompany, (ii) the possible listing of the Company’s securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Company also retained Barclays Capital Inc. as a strategic advisor. Both RCS Capital and Barclays Capital Inc. were each entitled to paying an asset management fee. However, we will not make operating expense reimbursements for personnel costsreceive a transaction fee equal to our Advisor0.23% of the transaction value in connection with services fora possible sale transaction, listing or acquisition, if any. In connection with Listing, we incurred approximately $18.7 million of listing related fees during the year ended December 31, 2015 of which the Advisor already receives acquisition fees, acquisition expenses or real estate commissions. We will not reimburse the Advisor for salaries and benefits$6.0 million was paid to our executive officers.

If our Advisor providesRCS Capital and $6.1 million to Barclays Capital Inc., including out of pocket expense in connection with these agreements. In addition, we incurred and paid to RCS Capital $2.5 million for personnel and support services in connection with the origination or refinancingListing. We also incurred $0.6 million of any debttransfer agent fees to ANST in relation to the Listing.

We were party to a transfer agency agreement with ANST, pursuant to which ANST provided us with transfer agency services (including broker and stockholder servicing, transaction processing, year-end Internal Revenue Service (“IRS”) reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that we obtain and use to finance properties or other permitted investments, or that is assumed, directly or indirectly, in connection withit would wind down operations by the acquisition of properties or other permitted investments, we will pay the Advisor or its assignees a financing coordination fee equal to 0.75%end of the amount available and/or outstanding under such financing or such assumed debt, subjectmonth and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to certain limitations. Solelyprovide the Company directly with respect to our investment activities in Europe, our Service Provider will be paid 50% of the financing coordination feestransfer agency services (including broker and our Advisor will receive the remaining 50%, as set forth in the service provider agreement. Fees paid to the Service Provider will be deducted from fees payable to our Advisor. The Advisor may reallow some of or all of this financing coordination fee to reimburse third parties with whom it may subcontract to procure such financing.

Total acquisition feesstockholder servicing, transaction processing, year-end IRS reporting and finance coordination fees incurred for the year ended December 31, 2013 were $2.4 million and $0.9 million, respectively. For the year ended December 31, 2013, we incurred from our Advisor $2.6 million of offering costs and reimbursements. No asset management fees were assessed for the year ended December 31, 2013. During the year ended December 31, 2013, the Board of Directors approved the issuance of 23,392 Class B Units to the Advisor for the payment of asset management fees, as described above.

Nicholas S. Schorsch, our chief executive officer and chairman of our Board of Directors, is the chief executive officer of the Advisor. Edward M. Weil, Jr., our president, chief operating officer, treasurer and secretary is the president, chief operating officer and secretary of the Advisor. Andrew Winer, our chief investment officer, is the chief investment officer of the Advisor. Peter M. Budko, our executive vice president, is the executive vice president of the Advisor. Amy B. Boyle, our chief financial officer, is the chief financial officer of the Advisor.

For the ownership interests of the Company’s current and former officers and directors in the parent company of our Property Manager, see “— Dealer Manager” below.other services).

Property Manager

We entered intoPursuant to a property management agreement with American Realty Capital Global Properties, LLC (the “Property Manager”). We willour Property Manager, we pay our Property Manager certain fees, distributions and expense reimbursements, pursuant to the Property Management and Leasing Agreement, including an oversight fee equal to 1.0% of the gross revenues of the property managed, for services in overseeing property management and leasing services provided by any person or entity that is not an affiliate of our Property Manager. Solely

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Effective March 1, 2013, the CompanyWe have entered into an investment opportunity allocation agreement (the “Global II Allocation Agreement”) with Global II. Pursuant to the Global II Allocation Agreement, each opportunity to acquire one or more office or industrial properties will be presented to each of us and Global II. If both we and Global II determine to pursue such opportunity, it must first be offered to us until such time as we have substantially completed our acquisitions. To the extent that we determine not to pursue an office or industrial property acquisition, such opportunity is made available to Global II. Notwithstanding the foregoing, any priority to proposed office or industrial property acquisitions will be lifted in cases in which a proposed office or industrial property acquisition would overly concentrate us or Global II in a particular industry or tenant.

Indemnification Agreements

We have entered into an indemnification agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees are amortized over approximately 26 months, the estimated remaining term of the IPO as of the date of the agreement, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss.

Nicholas S. Schorsch, our chief executive officer and chairmaneach of our Boarddirectors and officers, and certain former directors and officers, providing for indemnification of Directors, indirectly owns a majority ofsuch directors and officers consistent with the ownership and voting interestsprovisions of our Dealer Manager. Edward M. Weil, Jr., our president, chief operating officer, treasurer and secretary, hascharter. No amounts have been chairman of our Dealer Manager since December 2010 and served aspaid by us to these individuals pursuant to the chief executive officer of our Dealer Manager from December 2010 to September 2013.

The parent company of our Dealer Manager is under common ownership with AR Capital, LLC (“ARC”). ARC also directly or indirectly wholly owns our Advisor and our Property Manager. ARC is owned by current and former officers and/or directors of the Company as follows: Nicholas S. Schorsch, our chairman and chief executive officer, owns a controlling interest in ARC, and each of Peter M. Budko, an executive vice president, Edward M. Weil, Jr., our president, chief operating officer, treasurer and secretary, and Brian S. Block are equity holders of ARC.indemnification agreement through April 29, 2016.

Affiliated Transaction Best Practices Policy

In March 2011, our Dealer Manager adopted best practices guidelines related to affiliated transactions applicable to all the issuers whose securities are sold on its platform (which includes the Company) that requires that each such issuer adopt guidelines that, except under limited circumstances, (i) restrict such issuer from entering into co-investment or other business transactions with another investment program sponsored by the American Realty Capital group of companies and (ii) restrict sponsors of investment programs from entering into co-investment or other business transactions with their sponsored issuers.

Accordingly, on April 20, 2012, allAll of the members of the Board voted to approve the Company’sour affiliated transaction best practices policy, incorporating the Dealer Manager’s best practices guidelines, pursuant to which 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 American Realty CapitalAR Global group of companies or otherwise controlled or sponsored, or in which ownership (other than certain minority interests) is held, directly or indirectly, by Nicholas Schorsch and/or William Kahane,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 theour stockholders of the Company 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 the Company retainswe 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 the Company’sour 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.

Certain Conflict Resolution Procedures

Every transaction that we enter into with our Advisor or its affiliates will beis subject to an inherent conflict of interest. Our Board of Directors may encounter conflicts of interest in enforcing our rights against any affiliate 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 our Advisor or any of its affiliates.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors has furnished the following report on its activities during the fiscal year ended December 31, 2013.2015. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (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 American Realty Capital Global Trust,Net Lease, Inc.:

We have reviewed and discussed with management American Realty Capital Global Trust,Net Lease, Inc.’s audited financial statements as of and for the year ended December 31, 2013.2015.

We have discussed with the independent auditorsregistered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61,16, Communication with Audit Committees, as amended, (AICPA, Professional Standards, Vol. 1AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.Board.

We have received and reviewed the written disclosures and the letter from the independent auditorsregistered public accounting firm required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1, Independence Discussionsregarding the independent registered public accounting firm’s communications with Audit Committees, as amended, by the Independence Standards Board,audit committee concerning independence, and have discussed with the auditorsindependent registered public accounting firm the auditors’independent registered public accounting firm’s independence.

Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in American Realty Capital Global Trust,Net Lease, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013.2015.

Audit Committee
Scott J. Bowman
Edward G. RendellP. Sue Perrotty (Chair)
Abby M. Wenzel
Gov. Edward G. Rendell

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PROPOSAL NO. 2 — 
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR’S FEESREGISTERED 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 2016. Grant Thornton LLP (“Grant Thornton”), ouran independent registered public accounting firm, hashad audited our consolidated financial statements sincefrom July 13, 2011 (date of inception). through the year ended December 31, 2013. On January 13, 2015, pursuant to approval of the Company’s audit committee, we dismissed Grant Thornton and engaged PwC to audit our consolidated financial statements for the year ended December 31, 2014. Our dismissal of Grant Thornton was not the result of any disagreements with Grant Thornton and there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K. PwC reports directly to our audit committee. A representative

Although ratification by stockholders is not required by law or by our bylaws, the audit committee believes that submission of Grant Thorntonits 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. If our stockholders do not ratify the appointment of PwC, the audit committee will be present at the Annual Meeting.take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of independent registered public accounting firm.

A representative of Grant ThorntonPwC 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

Aggregate fees for professional services rendered by Grant ThorntonPwC for and during the fiscal yearyears ended December 31, 20132015 and December 31, 2014 were as follows:

Audit Fees

AuditPwC’s audit fees billed were $80,789 for the fiscal year ended December 31, 2013. The fees were for professional services rendered for the audit of the Company’s consolidated financial statements reviewsas of December 31, 2015 and for the period from January 1, 2015 to December 31, 2015 were $1.3 million. PwC’s audit fees for the audit of the Company’s annual report on Form 10-Kfinancial statements as of December 31, 2014 and quarterly reports on Form 10-Q and consents onfor the Company’s amendmentsperiod January 1, 2014 to Form S-11.December 31, 2014 were $0.7 million.

Audit Related Fees

There were no audit related fees for the fiscal yearyears ended December 31, 2013.2015 and December 31, 2014.

Tax Fees

There were no tax fees billed for the fiscal yearyears ended December 31, 2013.2015 and December 31, 2014.

All Other Fees

There were no other fees billed for the fiscal yearyears ended December 31, 2013. The aggregate fees billed by all independent auditors for the fiscal year ended2015 and December 31, 2013 were $80,789.2014.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

As of December 31, 2013, our Common Stock was not registered pursuant to Section 12 of the Exchange Act of 1934. Our directors, executive officers and the holders of more than 10% of our Common Stock are not subject to Section 16(a) of the Exchange Act requires the Company’s officers and they were not requireddirectors and persons who beneficially own more than 10% of the Common Stock of the Company to file initial reports underof 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 Exchange Act forcopies of such forms received by it with respect to the fiscal year ended December 31, 2013. We will be subject to Section 16(a) of the Exchange Act once we have2015, all reports were filed our Form 8-A with the SEC.

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STOCKHOLDER PROPOSALS FOR THE 20152017 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. Under Rule 14a-8, in order for a stockholder proposal to be considered for inclusion in the proxy statement and proxy card relating to our 20152017 annual meeting of stockholders, the proposal must be received at our principal executive offices no later thanduring the period beginning on November 30, 2014.2016 and ending at 5:00 p.m., Eastern Time, on December 30, 2016. Any proposal received after the applicable time in the previous sentence will be considered untimely.

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 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 in accordance with the procedures set forth in our bylaws. Under our bylaws, for a stockholder proposal to be properly submitted for presentation at our 20152017 annual meeting of stockholders, our secretary must receivehave received written notice of the proposal at our principal executive offices during the period beginning on November 30, 20142016 and ending at 5:00 p.m., Eastern Time, on December 30, 2014.2016. Any proposal received after the applicable time in the previous sentence will be considered untimely. Additionally, a stockholder proposal must contain information specified in our bylaws, including, without limitation:

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