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, 201431, 2017

April 29, 2014

March 27, 2017

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

I am pleased to invite our stockholders to the 20142017 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, 201431, 2017 at The Core Club, located at 66 E. 55^th Street, New York, NY 10022, commencing at 11:30 a.m.1:00 p.m. (local time). At the Annual Meeting, you will be asked to (i) elect fiveconsider and vote upon (1) the election of six members to the Board of Directors, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, and (ii) consider and act on(3) 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, 20145, 2017 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.Nicholas Radesca

Edward M. Weil, Jr.Nicholas Radesca
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.
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, is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of American Realty Capital Global Trust,Net Lease, Inc., a Maryland corporation (which we refer to in this Proxy Statement as the(the “Company”), for use at the 20142017 Annual Meeting of Stockholders (the “Annual(“Annual Meeting”) and at any postponement or adjournment or postponement thereof.thereof, and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2016 (our “2016 10-K”). 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 first2016 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, 2014.5, 2017. Additional copies of this Proxy Statement and our 2016 10-K will be furnished to you, without charge, by writing us at Global Net Lease, Inc. 405 Park Avenue, 14^th Floor, New York, New York 10022, Attention: Investor Relations or emailing us at investorrelations@ar-global.com.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting To Be Held on Thursday, May 29, 201431, 2017
 
This Proxy Statement, the Notice of Annual Meeting and our 2013 Annual Report2016 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, 2014,31, 2017, commencing at 11:30 a.m.1:00 p.m. (local time) at The Core Club, located at 66 E. 55^thStreet, 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 2016 10-K available to our stockholders electronically via the Internet. On or about April 5, 2017, we expect to begin mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2016 10-K online, as well as instructions on how to vote. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and our 2016 10-K. The Notice also instructs you on how you may vote via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Who can 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, 2014.5, 2017. As of the record date, 77,538,239March 24, 2017, 66,269,225 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: (1) election of thesix director nominees for director named in this Proxy Statement to serve until our 2018 annual meeting of stockholders and until their successors are duly elected and qualify; and (2) ratification of the proxy.appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

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 shallwill be effective, however, unless and until it is received at or prior to the Annual Meeting.

What if I return my proxy 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 voteplurality of a pluralityall of the votes cast at the meeting.a meeting at which a quorum is present, in person or by proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Any sharesFor purposes of the election of directors, abstentions and broker non-votes, if any, will not voted (whether by abstention, broker non-vote, or otherwise)be counted as votes cast and will have no impacteffect on the vote. result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. 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 at a meeting at which a quorum is present. For purposes of ratification of the appointment of PwC as the Company’s independent registered public accounting firm, abstentions will count toward the presence of a quorum but will have no effect on the 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.

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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. Our directors and officers and employees of our Advisor and its affiliates may solicit proxies on our behalf in person or by telephone, facsimile or other means, for which they will not receive any additional compensation. We have retained 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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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, including obtaining directions to the Annual Meeting, or Internetwould like additional copies of this Proxy Statement, or our 2016 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 20152018 annual meeting and included in the proxy materialmaterials 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, 20146, 2017 and ending at 5:00 p.m., Eastern Time, on December 30, 2014.6, 2017. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: 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,Nicholas Radesca, Chief OperatingFinancial Officer, Treasurer Secretary and Director.Secretary. For additional information, see the section in this Proxy Statement captioned “Stockholder Proposals for the 20152018 Annual Meeting.”

UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR” THE: (I) ELECTION OF THE SIX NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE COMPANY’S 2018 ANNUAL MEETING 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, 2017. IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED “FOR” OR “AGAINST” SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.

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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 Capitaland our advisor, Global Net Lease Advisors, LLC (the “Advisor”). The Advisor is controlled by AR Capital Global Holdings, LLC, which is wholly owned by AR Global Investments, LLC (“AR Global”). Mr. Bowman, our chief executive officer and president, directly owns 10% of the membership interests in our 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 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”) andOur bylaws provide that the number of directors shall 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 number of directors shall nevermay not be less than threeone, or greaterthe minimum number required by the Maryland General Corporation Law (the “MGCL”), nor more than ten.fifteen. The number of directors on the Board is currently fixed at five.six.

The Board of Directors has proposed the following nominees for election as directors, each to serve for a term ending at the 20152018 annual meeting of stockholders and until his or her successor is duly elected and qualifies: Messrs. Nicholas S. Schorsch, Edward M. Weil, Jr., Scott J. Bowman, andLee M. Elman, James L. Nelson, P. Sue Perrotty, Edward G. Rendell and Ms. Abby M. Wenzel. 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 fivesix 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 a majoritythe plurality of all of the votes cast at the Annual Meeting, provided thata meeting at which 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. Schorsch		53		Chairman of the Board of Directors and Chief Executive Officer
Edward M. Weil, Jr.		4750		President, Chief Operating Officer, Treasurer, Secretary and Director
Scott J. BowmanLee M. Elman		5780		Independent Director, Conflicts Committee Chair
James L. Nelson		67		Independent Director, Audit Committee Chair
P. Sue Perrotty		63		Non-Executive Chair, Nominating and Corporate Governance Committee Chair
Edward G. Rendell		7073		Independent Director, Compensation Committee Chair
Abby M. Wenzel		5456		Independent Director

Business Experience of Nominees

Nicholas S. SchorschEdward M. Weil, Jr.

Nicholas S. SchorschEdward M. Weil, Jr. has beenserved as a director of the chairman and chiefCompany since January 2017. Mr. Weil previously served as an executive officer of our company and chief executive officer of ourthe Company, the Advisor and ourthe Property Manager sincefrom their formationrespective formations in July 2011, July 2011 and January 2012, respectively.until October 2014. Mr. SchorschWeil also previously served as a director of the Company from May 2012 until September 2014. Mr. Weil also has been the chief executive officer of AR Global since January 2016 and has a non-controlling interest in the parent of AR Global. Mr. Weil has served as executive chairman of American Realty Capital Healthcare Trust III, Inc. (“HT III”) since November 2015, and previously served as an executive officer of HT III, the HT III advisor and the HT III property manager from their respective formations in April 2014 until November 2014. Mr. Weil has served as executive chairman of American Realty Capital New York City REIT, Inc. (“NYCR”) since November 2015 and as chief executive officer, president and secretary of NYCR, the NYCR advisor and the NYCR property manager since March 2017. Mr. Weil has served as chairman of the board of directors of

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American Realty CapitalFinance Trust, Inc. (“ARCT”AFIN”) until January 2013 when ARCT closed its merger with Realty Income Corporation and until March 2012, theas chief executive officer and president of ARCT,AFIN, the ARCTAFIN advisor and the ARCTAFIN property manager since November 2015. Mr. Weil also previously served as an executive officer of AFIN, the AFIN advisor and the AFIN property manager from their formation in August 2007.January 2013 until November 2014, and served as a director of AFIN from January 2013 to September 2014. Mr. SchorschWeil has served as chairmana director of Healthcare Trust, Inc. (“HTI”) since October 2016, and the chiefpreviously served as an executive officer of New York REIT, Inc., formerly New York Recovery REIT, Inc. (“NYRT”),HTI, the NYRTHTI advisor and the HTI property manager and the NYRT advisor sincefrom their formation in October 2009. 2012 until November 2014.

Mr. Schorsch hasWeil previously served as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) from November 2015 until the close of Global II’s merger with GNL in December 2016, and previously served as an executive officer of Global II, the Global II advisor and the Global II property manager from their respective formations in April 2014 until October 2014. Mr. Weil previously served as a director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global, from December 2015 until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. Weil previously served as chief executive officer, of the advisor of Phillips Edison — ARC Shopping Center REIT Inc. (“PE-ARC”) since its formation in December 2009. Mr. Schorsch has been thepresident and chairman and the chief executive officer of American Realty Capital — Retail Centers of America, Inc. (“ARC RCA”) and the ARC RCA advisor sincefrom December 2015 until the close of RCA’s merger with AFIN in February 2017, and previously served as an executive officer of RCA and the RCA advisor from their formation in July 2010 and May 2010, respectively.respectively, until November 2014. Mr. Schorsch has been the chairman 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 chief executive officer of Business Development Corporation of America (“BDCA”) since its formation in May 2010. Mr. Schorsch has been the chairman and chief executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”), the ARC DNAV advisor and the ARC DNAV property manager since their formation in September 2010. Mr. Schorsch 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 chief 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. Mr. Schorsch has served as the chief executive officer 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. 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 hasWeil previously served as a director of the general partnertrustee of American Energy Capital Partners, LP (“AEP”) sinceReal Estate Income Fund from May 2012 until its formationliquidation in October 2013.August 2016. Mr. Schorsch has served as chief executive officer and chairman of the board of directors of American Realty Capital New York City REIT, Inc. (“ARC NYCR”) and chief executive officer of the ARC NYCR advisor and the ARC NYCR property manager since their formation in 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 founded 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. haspreviously served as a directortrustee of our company since May 2012 and asRealty Capital Income Funds Trust, a family of mutual funds advised by an executive officeraffiliate of our company, our Advisor and our Property Manager since their formationAR Global, from April 2013 until its dissolution in July 2011, July 2011 and January 2012, respectively. 2017.

Mr. Weil served as an executive officer of ARCT,American Realty Capital Trust, Inc. (“ARCT”), the ARCT advisor and the

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

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

We believe that Mr. Weil’s current experience as an executive officer of NYRT, ARC RCA, ARC DNAV, ARCP, ARCT IV, ARC HT II, ARCT V and RCS Capital, his current experience as a director of ARC DNAV, ARCP, ARCT IV, ARCT V and RCS Capital and his previous experience as senior vice president at AFRT and his real estate experience, make him well qualified to serve on our Board of Directors.

Scott J. Bowman

Scott J. Bowman was appointed as an independent director of the company in May 2012. Mr. Bowman was also appointed as an independent director of NYRT in August 2011. Mr. Bowman was appointed as an independent director of ARCP in February 2013, following the close of ARCP’s acquisition of ARCT III. Mr. Bowman served as an independent director of ARCT III from February 2012 until February 2013. Mr. Bowman has over 20 years of experience in global brand and retail management in addition to retail store development. Mr. Bowman has served as the Group President of Global Retail and International Development at The Jones Group Inc. (NYSE: JNY) from June 2012 until March 2014. Mr. Bowman founded Scott Bowman Associates in May 2009 and has served as its chief executive officer since such time. Scott Bowman Associates provides global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. From May 2005 until September 2008, Mr. Bowman served as president of Polo Ralph Lauren International Business Development where he was also a member of the executive committee and capital committee. From June 2007 until September 2008, Mr. Bowman served as chairman of Polo Ralph Lauren Japan. During his

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

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

P. Sue Perrotty

P. Sue Perrotty has served as non-executive chair and independent director of the Company since March 2015. She has served as an independent director of HT III since August 2014, including as Audit Committee Chair since December 2014. Ms. Perrotty has served as an independent director of NYRT since September 2014, including as chair of NYRT’s audit committee since December 2014. Ms. Perrotty has served as an independent director of Axar Capital Acquisition Corp. since October 2014.

Ms. Perrotty served as an independent director of HT from November 2013 until the close of ARCT III’sHT’s merger with ARCPVentas, Inc. in January 2015. Ms. Perrotty also served as an independent director of DNAV from August 2013 until August 2014 and as an independent director of HOST from September 2013 until September 2014. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of the Chairman from January 2001 to January 2002. Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with Corestates Bank where she served as executive vice president and head of IT and Operations from April 1996 until November 1998. Ms. Perrotty also served as senior executive vice president and head of all Consumer Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was a member of the chairman’s staff in each of the companies she served. Ms. Perrotty serves on several boards including the Board of Trustees of Albright College, where she is currently chair of the Finance Committee and member of the Investment and Property subcommittees. Ms. Perrotty also serves as vice chair of the Berks County Community Foundation and as development chair for the Girls Scouts of Eastern PA Board. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business, the Franciscan Award from Alvernia University, the Albright College Distinguished Alumni Award, the Women of Distinction Award from the March of Dimes, Taking the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. Ms. Perrotty is a graduate of Albright College with a Bachelor of Science degree in Economics and was also awarded an Honorary Doctor of Laws degree from Albright College in 2010.

We believe 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 Board of Directors.

Edward G. Rendell

Gov. Edward G. Rendell has served as an independent director of the Company since March 2012, as an independent director of HTI since December 2015 and as an independent director of AFIN since February 2013, Governor2017. Gov. Rendell has served as an independent director of BDCA, an entity which was previously

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advised by an affiliate of AR Global, since January 2011. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Gov. Rendell previously served as an independent director of RCA from October 2012 until the close of RCA’s merger with AFIN in February 2017, and also previously served as an independent director of RCA from February 2011 until March 2012. He previously served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of ARCT III from March 2012 until October 2012 and was reappointedthe close of ARCT III’s merger with VEREIT in February 2013. Gov. Rendell served as an independent director of ARCP inVEREIT from February 2013. Governor Rendell also was an independent director of ARC RCA from July 20102013 until March 2012 and an independent director of ARC HT from January 2011 until March 2012. GovernorApril 2015.

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

We believe that Governor Rendell’s experience as a director or executive officer of the companies described above and his over thirty years of legal, political and management experience gained from serving in his capacities as the Governor of Pennsylvania and as the Mayor and District Attorney of Philadelphia, including his experience in overseeing the acquisition and management of Pennsylvania’s real estate development transactions, including various state hospitals, make him well qualified to serve as a member of our Board of Directors.

Abby M. Wenzel

Abby M. Wenzel was appointed as an independent director of our company in March 2012. Ms. Wenzel has served as an independent director of American Realty Capital Hospitality Trust, Inc.the Company since March 2012, as an independent director of NYCR since March 2014 and as an independent director of HOST since September 2013. Ms. Wenzel also haspreviously served as independent director of ARCT IV sincefrom May 2012 and ARC NYCR since March 2014.until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Wenzel was no longer associated with ARCT IV as an independent director nor affiliated with ARCT IV in any manner. Ms. Wenzel has been a 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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We believe that Ms. Wenzel’s current experience as an independenta director of ARC HOST and ARC NYCR, andthe companies described above, her experience representing commercial banks, investment banks, insurance companies,clients in connection with their acquisition, disposition, ownership, use, and other financial institutions,financing of real estate, as well as lenders in connection with complex multiproperty/multistate corporate salesher position as co-chair of the Real Estate Group at Cozen O’Connor make her well qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. NICHOLAS S. SCHORSCH,EACH OF EDWARD M. WEIL, JR., SCOTT J. BOWMAN,LEE M. ELMAN, JAMES L. NELSON, P. SUE PERROTTY, EDWARD G. RENDELL, AND MS. ABBY M. WENZEL AS MEMBERS OF THE BOARD OF DIRECTORS, EACH TO SERVE UNTIL THE 2015COMPANY’S 2018 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 directing the management and control of our business and operations.affairs. Our current executive officers are employees of affiliates of our Advisor. As of December 31, 2016, we have one employee based in Europe. We have no employees and have retained the Advisor to manage our day-to-day operations. The Advisor is controlled byunder common control with AR Capital, LLC (the “Sponsor”), whichGlobal. Mr. Weil, one of our directors, is majority ownedthe chief executive officer of AR Global and controlled by Mr. Nicholas S. Schorsch, our Chairmanhas a non-controlling interest in the parent of the Board of Directors and Chief Executive Officer, and Mr. William M. Kahane.AR Global.

The Board of Directors held a total of 2114 meetings including actions takenand took action by written consent on 10 occasions during the fiscal year ended December 31, 2013.2016. All directors and nominees attended at least 95%97% of the total number of meetings while they were a member of the Board of Directors. AllTwo of our directors attended the 20132016 annual stockholders’ meeting. We anticipate thatencourage all directors and nominees willto 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. SchorschMs. Perrotty serves as both our chairmannon-executive chair of the Board andBoard. Scott J. Bowman serves as our chief executive officer.officer and president. As chief executive officer and president, Mr. SchorschBowman is responsible for the dailyour 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 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 eachWe believe that having a majority of Messrs. Bowmanindependent, experienced directors, including having an independent director serve as our non-executive chair, provides the right leadership structure and Rendellcorporate governance structure and Ms. Wenzel are independent directors,is best for the Board of Directors has not appointed a lead independent directorCompany and its stockholders at this time. The Board of Directors believes that the current structure is appropriate,Ms. Perrotty, in her capacity 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 membersnon-executive chair of the Board, presides over any executive sessions 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.independent directors.

Oversight of Risk Management

The Board of Directors has an active role in overseeing the management of risks applicable to the Company. The entire Board of Directors is actively involved in overseeing risk management for the Company through its approval of all property acquisitions, incurrence and assumptions of debt and its oversight of the Company’s

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total number of meetings while they were members of the audit committee. The charter of the audit 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 or on the Company’s website,www.globalnetlease.com. The Board has determined that Mr. Bowman isNelson and Ms. Perrotty are each 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, 20132016 is discussed below under the heading “Audit Committee Report.”

OversightCompensation Committee

The compensation committee is comprised of NominationsMr. Elman, Gov. Rendell and Ms. Wenzel, each of whom is an independent director as that term is defined under the NYSE rules. Gov. Rendell is the chair of our compensation committee. Our compensation committee held one meeting during the year ended December 31, 2016. Members of the compensation committee attended 100% of the total number of meetings while they were members of the compensation committee. 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 “Investor Relations — Governance Documents — Compensation Committee Charter.” In addition to being independent directors, all of the members of our compensation committee are “non-employee directors” within the meaning of the rules of Section 16 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The principal functions of the compensation committee are to:

The compensation committee administers our employee and director incentive restricted share plan. See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Share-Based Compensation — Restricted Share Plan.”

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.

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Nominating and Corporate Governance Committee

The Company does not have a standing nominating and corporate governance committee nor a conflictsis comprised of Mr. Nelson, Ms. Perrotty, Ms. Wenzel and Gov. Rendell, each of whom is an independent director as that term is defined under the NYSE rules. Ms. Perrotty is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee held one meeting during the year ended December 31, 2016. Members of the nominating and corporate governance committee attended 100% of the total number of meetings while they were members of the nominating and corporate governance committee. The nominating and corporate governance committee charter is available on the Company website atwww.globalnetlease.com by clicking on “Investor Relations — Governance Documents — Nominating and Corporate Governance Committee Charter.” Our Corporate Governance Guidelines are available on the Company’s website atwww.globalnetlease.comby clicking on “Investor Relations — Governance Documents — Corporate Governance Guidelines.” 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 Board, the nominating and governance committee takes into account the applicable requirements for members of committees of boards of directors under the Exchange Act and NYSE rules, the Company’s executive officersCorporate Governance Guidelines and senior financial officersthe charter of each such committee and annually reviewingmay take into account such code.

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 publicly 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 industry 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. The Board of Directors believes that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences. In making its determinations,

Stockholders who would like to propose an independent director candidate for the Board reviews the appropriate experience, skills and characteristics required of directors in the context of our business. This review includes, in the context of the perceived needsconsideration of the Board of Directors may do so by following the procedures under the section entitled “Stockholder Proposals for the 2018 Annual Meeting — Stockholder Proposals and Nominations for Directors to Be Presented at Meetings.”

Conflicts Committee

Our conflicts committee is comprised of Mr. Elman, Mr. Nelson and Ms. Perrotty, each of whom is an independent director as that time, issues of knowledge, experience, judgment and skills relating toterm is defined under the understandingNYSE rules. Mr. Elman currently serves as chair of the real estate industry, accounting or financial expertise. This reviewconflicts committee. Our conflicts committee held three meetings during the year ended December 31, 2016. Members of the conflicts committee attended 100% of the total number of meetings of the conflicts committee while they were members of the conflicts committee. The charter of the conflicts 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 conflicts committee charter is also includesavailable on the candidate’s ability to attend regular Board meetings and to devote a sufficient amount of time and effort in preparation for such meetings. The Board also gives consideration to the Board having a diverse and appropriate mix of backgrounds and skills and each nominee’s ability to exercise independence of thought, objective perspective and mature judgment and understand our business operations and objectives.company’s website,www.globalnetlease.com.

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The BoardFor those actions and transactions brought to the attention of Directors will consider candidates nominated by stockholders provided that the stockholder submitting a nomination has complied with procedures set forthconflicts committee in the Company’s bylaws. See “Stockholder Proposals for the 2015 Annual Meeting” for additional information regarding stockholder nominations of director candidates.

Oversight of Conflicts of Interest

The Company does not have a standing conflicts committee. Instead, the entire Board of Directors, including our independent directors, is responsible for approving transactions and resolving other conflicts of interest, between the Company and its subsidiaries,which we, on the one hand, and the Sponsor, any director,of AR Global, the Advisor, a director, an officer or their respective affiliates,any affiliate thereof, on the other hand. The Board of Directors, including a majorityhand, are involved, the conflicts committee has the authority to:

The Board 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 during the fiscal year ended December 31, 2013. The Boardconflicts committee has determined that all our transactions and relationships with our Sponsor, Advisor, AR Global and their respective affiliates during the fiscal year ended December 31, 20132016 were fair and were approved in accordance with the policies referenced inapplicable Company policies. See “Certain Relationships and Related Transactions” below.

In March 2011, Realty Capital Securities, LLC (our “Dealer Manager”), an entity directly or indirectly under common control with 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 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, 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.Transactions.”

Director Independence

Under our organizational documents, we must have at least three but not more than ten directors. The CharterBoard of Directors has currently fixesset the number of directors at five. Asix. As required by the NYSE, a majority of theseour 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.Scott J. Bowman and Nicholas S. Schorsch, Edward M. Weil, Jr., Peter M. Budko, Ms. Amy B. Boyle and Mr. Andrew Winer,Radesca, are all employees of affiliates of the Advisor. Although we have one employee based in Europe, we neither compensate our executive officers, nor do we reimburse either our Advisor and do 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 performance of their duties as executive officers of the Company. Additionally, Mr. Brian S. Block served as an executive officer during the year ended December 31, 2013, was also an employeeour Advisor, our Property Manager, our Service Provider or any of the Advisor and did not receive any compensation directly from the Company for the performance of his duties as an executive officer 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 OccupationPosition(s)
Scott J. Bowman		60		Chief Executive Officer and Positions HeldPresident
Nicholas S. SchorschRadesca		5351		Chairman of the Board of DirectorsChief Financial Officer, Treasurer and Chief Executive OfficerSecretary
Edward M. Weil, Jr.		4750		President, Chief Operating Officer, Treasurer, Secretary and Director
PeterLee M. BudkoElman		54		Executive Vice President
Amy B. Boyle		36		Chief Financial Officer
Andrew Winer		46		Chief Investment Officer
Scott J. Bowman		5780		Independent Director, Conflicts Committee Chair
James L. Nelson		67		Independent Director, Audit Committee Chair
P. Sue Perrotty		63		Non-Executive Chair, Nominating and Corporate Governance Committee Chair
Edward G. Rendell		7073		Independent Director, Compensation Committee Chair
Abby M. Wenzel		5356		Independent Director

Nicholas S. SchorschScott J. Bowman

Please see “Business Experience of Nominees” on pages 5 – 6 for biographical information about Mr. Schorsch.

Edward M. Weil, Jr.

Please see “Business Experience of Nominees” on pages 6 – 7 for biographical information about Mr. Weil.

Peter M. Budko

Peter M. BudkoScott J. Bowman has been anserved as chief executive officer of our company, ourthe Company, the Advisor and ourthe Property Manager since their formation in July 2011, July 2011October 2014 and January 2012, respectively.as president of the Company, the Advisor and the Property Manager since December 2015. Mr. BudkoBowman previously served as executive vice presidentan independent director of the Company and chair of the Company’s audit committee from May 2012 until September 2014. Mr. Bowman previously served as chief investmentexecutive officer of ARCT,Global II, the ARCTGlobal II advisor and the ARCTGlobal II property manager from their formationOctober 2014 and as president of Global II, the Global II advisor and the Global II property manager from December 2015, in 2007 through March 2012.each case until the close of Global II’s merger with the Company in December 2016. Mr. BudkoBowman previously served as an independent director of VEREIT from February 2013 until September 2014, as an independent director of NYRT from August 2011 until September 2014 and as an independent director of ARCT III from February 2012 until February 2013.

Mr. Bowman has over 30 years of experience in global brand and retail management. Mr. Bowman previously served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for global retail and international business. Prior to this, Mr. Bowman founded Scott Bowman Associates in May 2009, a company providing global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. He has served as its chief executive officer since its incorporation. Prior to founding Scott Bowman Associates, Mr. Bowman served as president of Polo Ralph Lauren International Business Development from May 2005 until September 2008, where he was also a member of the executive committee and capital committee. He also served as executive vice president and chief operating officerchairman 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 ofPolo

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ARCT III,Ralph Lauren Japan from June 2007 until September 2008, and led the ARCT III advisor and the ARCT III property managertransformation of Polo Ralph Lauren’s business in Asia from their formation in October 2010a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, from May 1998 until the close of ARCT III’s merger with ARCP in February 2013.2003, Mr. Budko hasBowman served as an executive officer of BDCA andtwo subsidiaries of LVMH Moet Hennessy Louis Vuitton, as 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 advisorMarc Jacobs International, 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 viceregion president of ARC HT II,Duty Free Shoppers. Previously, Mr. Bowman served on the ARC HT II advisorboard of Colin Cowie Enterprises, Stuart Weitzman and the ARC HT II property manager from their formation in October 2012 until March 2014.The Healthy Back. 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 served as managing director and group head of the Structured Asset Finance Group, a division of Wachovia Capital Markets, LLC from 1997 – 2006. The Structured Asset Finance Group structures and invests in real estate that is net leased to corporate tenants. While at Wachovia, 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. BoyleNicholas Radesca

Amy B. BoyleNicholas Radesca has served as chief financial officer of our company, ourthe Company, the Advisor and ourthe Property Manager since December 2013. Ms. BoyleJanuary 2017. Mr. Radesca has also served as the interim chief financial officer and treasurer of ARC RCANYCR, the NYCR advisor and the ARC RCA advisorNYCR property manager since December 2013 andJune 2015. Mr. Radesca has served as chief financial officer, treasurer and secretary of ARC HOST,AFIN, the ARC HOSTAFIN advisor and the ARC HOSTAFIN property manager since September 2013. Ms. Boyle hasNovember 2015. He also previously served as senior vice president for ARC Advisory Services, LLC since July 2013. Ms. Boyle has approximately 14 yearsan executive officer of real estate financeAFIN, the AFIN advisor and accounting experience. Shethe AFIN property manager from December 2014 until May 2015.

Mr. Radesca previously served as the interim chief financial officer, treasurer and secretary of NYRT, the NYRT advisor, and the NYRT property manager from June 2015 until March 2017, and previously served in such capacities from February 2014 until March 2014. Mr. Radesca previously served as chief financial officer, treasurer and secretary of DNAV, the DNAV advisor and the DNAV property manager from January 2014, November 2014 and December 2014, respectively, in each case until the dissolution and liquidation of those entities in April 2016. Mr. Radesca previously served as chief financial officer, treasurer and secretary of RFT and the RFT advisor from November 2015 until September 2016. Mr. Radesca also previously served as an executive officer of RFT and the RFT from January 2013 until November 2014. Mr. Radesca previously served as the chief financial officer, fortreasurer and secretary of Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) from August 2014 until October 2016. Mr. Radesca previously served as an executive officer of BDCA from February 2013 until December 2015. Beginning in June 2015, Mr. Radesca served as the Clarion Lion Properties Fund, a private real estate fund managed by Clarion Partners with a portfolio having a valueinterim chief financial officer and treasurer of approximately $7.0 billion, from July 2009 through June 2013. Ms. Boyle's responsibilities in that role included overseeing financial reporting, cash management,American Realty Capital New York City REIT II, Inc. (“NYCR II”), the NYCR II advisor and the legal, taxNYCR II property manager. In December 2015, NYCR II’s stockholders approved the fund’s dissolution and capital structure issues related to the fund. Ms. Boyleliquidation. Mr. Radesca also served as the interim chief financial officer, senior vice presidenttreasurer and secretary of HOST, the HOST advisor and the HOST property manager from May 2014 until December 2014. Mr. Radesca served as interim chief financial officer of RCA and the RCA advisor from May 2014 until December 2014. Beginning in June 2015, Mr. Radesca also served as interim chief financial officer of RCA II and the RCA II advisor. In January 2016, RCA II’s stockholders approved the liquidation and dissolution of the fund. Beginning in October 2013, Mr. Radesca served as the chief financial officer and treasurer of Clarionthe general partner of American Energy Capital Partners Property Trust from its formation— Energy Recovery Program, LP, whose unitholders approved the fund’s dissolution and liquidation in November 2009 through June 2013.2015. Mr. Radesca also previously served as an executive officer of the advisor to UDF V from September 2013 until April 2016.

Prior to joining the predecessor to AR Global, the parent of the Company’s sponsor, in December 2012, Mr. Radesca was employed by Solar Capital Management, LLC, from March 2008 to May 2012, where he served as the chief financial officer and corporate secretary for Solar Capital Ltd. and its predecessor company, and Solar Senior Capital Ltd., both of which are publicly traded business development companies. From August 2006 through July 2009, she heldto February 2008, Mr. Radesca served as the position of vice president and controller of GoldenTree InSite Partners,chief accounting officer at iStar Financial Inc. (“iStar”), a New York-based real estate investment firm,publicly traded commercial REIT, where herhis responsibilities included managing all aspectsoverseeing accounting, tax and SEC reporting. Prior to iStar, Mr. Radesca served in various senior accounting and financial reporting roles at Fannie Mae, Del Monte Foods Company, Providian Financial Corporation and Bank of clientAmerica. Mr. Radesca has more than 20 years of experience in financial reporting and accounting regulatory compliance, valuation of investments and structuring private equity investment vehicles. From March 2003 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 also served as a senior auditor for a Boston-based public accounting firm, Feeley & Driscoll, PC, from January 2000 to November 2002. She holds a bachelor of science in Accounting and Management from Plattsburgh State University of New York, a master of science in Real Estate Finance from New York University and is a licensed certified public accountant in the state of New York.

Andrew Winer

Andrew Winer has served as chief investment officer of the company since May 2012.York and Virginia. Mr. Winer has also served as chief investment officer 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 Realty

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