UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
| Filed by a Party other than the Registrant | o |
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Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
AMERICAN REALTY CAPITAL
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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):
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (2) | Form, Schedule or Registration Statement No.: |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Date Filed:
405 Park Avenue, 144th Floor
New York, New York 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on
Monday, JuneMay 15,
20152018
To the Stockholders of
American Realty Capital Global
Trust,Net Lease, Inc.:
I am pleased to invite our stockholders to the
20152018 Annual Meeting of Stockholders (“Annual Meeting”) of
American Realty Capital Global
Trust,Net Lease, Inc., a Maryland corporation
(to be renamed Global Net Lease, Inc. in connection with its previously announced intention to list its common stock on the New York Stock Exchange, the(the “Company”). The Annual Meeting will be held on
Monday, JuneMay 15,
20152018 at The Core Club, located at 66 E. 55
th Street, New York, NY 10022, commencing at 1:
3000 p.m. (local time). At the Annual Meeting, you will be asked to consider and vote upon
(i)(1) the election of
fourtwo members
toof the Board of
Directors; (ii)Directors to serve until the 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and until their successors are duly elected and qualify, (2) the ratification of the appointment of PricewaterhouseCoopers LLP
(“PwC”) as the Company’s independent
auditor;registered public accounting firm for the year ending December 31, 2018, and
(iii)(3) the transaction of such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.
Our Board of Directors has fixed the close of business on
Wednesday, April
22, 201516, 2018 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of our common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.
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 at www.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 attend the Annual Meeting, you may vote in person if you wish, even if you previously have questions aboutsubmitted your proxy. Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.
You are cordially invited to attend the
proposals or would like additional copies of the proxy statement, please contact our proxy solicitor, Boston Financial Data Services, Inc. at 1-855-800-9422.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/
PatrickChristopher J.
GouldingPatrickMastersonChristopher J. GouldingMasterson
Chief Financial Officer, Treasurer and Secretary
GLOBAL TRUST,NET LEASE, INC.
405 Park Avenue, — 144th Floor
New York, New York 10022
The accompanying proxy
card, mailedis solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), for use at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment thereof, and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31,
2014 (the “2014 Annual Report”2017 (our “2017 10-K”)
, is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of American Realty Capital Global Trust, Inc., a Maryland corporation (which we refer to in this Proxy Statement as the “Company”), for use at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment thereof.. References in this Proxy Statement to “we,” “us,” “our” or like terms also refer to the Company, and references in this Proxy Statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive offices is 405 Park Avenue,
— 144th Floor, New York, New York 10022. This Proxy Statement, the
accompanying proxy card,
the Notice of Annual Meeting and our
2014 Annual Report were first2017 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
28, 2015.16, 2018. Additional copies of this Proxy Statement and our 2017 10-K will be furnished to you, without charge, by writing us at Global Net Lease, Inc., 405 Park Avenue, 4th 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 Monday, JuneMay 15, 2015
2018
This Proxy Statement, the Notice of Annual Meeting and our 2014 Annual Report2017 10-K are available at:
www.2voteproxy.com/arc.
www.proxyvote.com/GNL
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
We are providing you with this Proxy Statement, which contains information about the items to be considered and voted on at the Annual Meeting. To make this information easier to understand, we have presented some of the information in a question-and-answer format.
Q:
Why did you send me this Proxy Statement?
A:
We sent you this Proxy Statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting.
Q:
What is a proxy?
A:
A proxy is a person who votes the dateshares of stock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing James P. Nelson and Christopher J. Masterson, each of whom are executive officers of the Company, as your proxies, and you are giving them permission to vote your shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the Annual Meeting.
Q:
When is the Annual Meeting and where will it be held?
A:
The Annual Meeting will be held on Monday, JuneTuesday, May 15, 2015, commencing2018, at 1:3000 p.m. (local time) at The Core Club, located at 66 E. 55th55th Street, New York, NY 10022.
Q:
What
willam I
be votingbeing asked to vote on at the Annual Meeting?
A:
At the Annual Meeting, you will be asked to (i) to:
•
elect fourEdward G. Rendell and Abby M. Wenzel as Class I directors for one-year terms expiring in 2016, each to serve until his or her successor isour 2021 Annual Meeting and until their successors are duly elected and qualified; (ii) qualify;
•
ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor;registered public accounting firm for the year ending December 31, 2018; and (iii)
•
consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.
The Board
Q:
Who is entitled to vote?
A:
Anyone who is a holder of
Directors does not knowrecord of
any matters that may be consideredCommon Stock at
the close of business on April 16, 2018 (the “record date”), or holds a valid proxy for the Annual Meeting,
other than the matters set forth above.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”),is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting,Meeting. Every stockholder is entitled to one vote for each share of Common Stock held on the closerecord date.
Q:
How many shares of business on Wednesday, April 22, 2015. Common Stock are outstanding?
A:
As of the record date,
180,252,29967,287,231 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.
How many votes do I have?
Each share
Q:
What constitutes a “quorum”?
A:
If holders of a majority of our shares of our Common Stock entitlesoutstanding on the holder to one vote on each matter consideredrecord date are present at the Annual Meeting, either in person or any postponement or adjournment thereof. The enclosedby proxy, card showswe will have a quorum present, permitting the numberconduct of shares of Common Stock you are entitledbusiness at the Annual Meeting. Abstentions and broker non-votes will be counted to vote.
determine whether a quorum is present.
Q:
What is a “broker non-vote”?
A:
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee is not authorized to vote or does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. Brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters which the New York Stock Exchange (the “NYSE”) determines to be “non-routine,” without specific instructions from the beneficial owner.
Q:
How maydoes the Board of Directors recommend I vote on each proposal?
A:
The Board of Directors recommends a vote “FOR” the election of Edward G. Rendell and Abby M. Wenzel as Class I directors and a vote “FOR” the ratification of the appointment of PwC.
Q:
A:
Stockholders can vote in person at the Annual Meetingmeeting or by proxy. InstructionsStockholders have the following three options for in person voting, including directions to the Annual Meeting, can be obtained by calling our proxy solicitor, Boston Financial Data Services, Inc. (“Boston Financial”) at 1-855-800-9422. Stockholders may submitsubmitting their votes by proxy:
•
via the Internet at www.proxyvote.com/GNL;
•
by telephone, for automated voting (800) 690-9603 at any time prior to 11:59 p.m. on May 14, 2018, and follow the instructions provided on the proxy card; or
•
by mail, by completing, signing, dating and returning
their proxy card in the enclosed
envelope. Stockholders also have the following two options for authorizing a proxy
to vote their shares: | • | via the Internet atwww.2voteproxy.com/arc; or |
card.by telephone, by calling 1-800-830-3542.
For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, asince it is quick, convenient means of authorizingand provides a proxy that also provides cost savings to us. In addition, whenWhen you authorize a proxy to vote your shares via the Internet or by telephone prior to the Annual Meetingmeeting date, your proxy authorizationvote is recorded immediately and there is no risk that postal delays will cause your vote by proxy authorization to arrive late and, therefore, not have your vote be counted. For further instructions on authorizing avoting, see the enclosed proxy to vote your shares, see your proxy card enclosed with this Proxy Statement. You may also vote your shares at the Annual Meeting. card.
If you
elect to attend the Annual Meeting, you
maycan submit your vote in person, and any previous
proxiesproxy that you authorized,
by mail orwhether by Internet,
telephone or
telephonemail, will be
superseded by the vote thatsuperseded. If you
cast at the Annual Meeting.How will proxies be voted?
Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If the enclosedreturn your signed proxy, card is signed and returned without any directions given, theyour shares will be voted as you instruct, unless you give no instructions with respect to one or more of the proposals. In this case, unless you later instruct otherwise, your shares of Common Stock will be voted “FOR” (i) the election of the four nominees for director named in the proxy statement for one-year terms expiring in 2016, each to serve until his or her successor is duly electedEdward G. Rendell and qualifiedAbby M. Wenzel as Class I directors and (ii)“FOR” the ratification of the appointment of PwC as the Company’s independent auditor.
The BoardPwC. With respect to any other proposals to be voted on, your shares of Directors does not intend to present, and has no information indicating that othersCommon Stock will present, any business at the Annual Meeting other than as set forthbe voted in the attached Noticediscretion of Annual MeetingMr. Nelson and Mr. Masterson, or either of Stockholders. However,them.
Q:
How do I vote if I hold my shares in “street name”?
A:
If your shares are held by your bank, broker or other matters requiringnominee as your nominee (in “street name”), you should receive a proxy or voting instruction from the voting institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your broker holds your shares of our stockholdersCommon Stock in street name, your broker will vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement. Of the proposals expected to come before the Annual Meeting, it is the intentiononly ratification of the persons namedappointment of PwC is considered a routine matter. The proposal to elect directors is a “non-routine” matter, and, without your instruction, your broker cannot vote your shares on that proposal.
If your shares are held in street name and you wish to attend the accompanyingAnnual Meeting and/or vote in person, you must bring your broker or bank voting instruction card and a proxy, to voteexecuted in your favor, from the proxies held by them in their discretion.
How canrecord holder of your shares. In addition, you must bring valid government-issued photo identification, such as a driver’s license or a passport.
Q:
What if I
submit my proxy and then change my
vote or revoke a proxy?mind?
A:
You have the unconditional right to revoke your proxy at any time prior tobefore the meeting by:
•
notifying Mr. Masterson, our Secretary, in writing;
•
attending the meeting and voting thereof by (i) submittingin person;
•
returning another proxy card dated after your first proxy card, if we receive it before the Annual Meeting date; or
•
authorizing a later-datednew proxy either by telephone, via the Internet or inby telephone to vote your shares.
Only the
mail to ourmost recent proxy
solicitor at the following address: Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, MA 02169; 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 but do not mark it to show how I am voting?
If your proxy card is signed and returned without specifying your choices, your sharesvote will be voted as recommended bycounted and all others will be discarded regardless of the method of voting.
Q:
Will my vote make a difference?
A:
Yes. Because we are a widely held company, YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.
Q:
What are the voting requirements to elect the Board of
Directors.What vote is required to approve each item?
Director nominees?
A:
There is no cumulative voting in the election of our directors. EachThe election of each of our nominees for director is elected byrequires the affirmative vote of the holders of a majorityplurality of all shares of Common Stock who arethe votes cast at a meeting at which a quorum is present, in person or by proxy at the meeting.proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. For purposes of the election of directors, abstentions and broker non-votes, if any, will count towardnot be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum but will havequorum.
Q:
What are the same effect as votes cast against each director. voting requirements to approve the proposal to ratify the appointment of PwC, the Company’s independent registered public accounting firm?
A:
The proposal to ratify the appointment of PwC as the Company’s independent auditorregistered public accounting firm for the year ending December 31, 2018 requires the affirmative vote of at least a majority of all the votes cast on the proposal.proposal at a meeting at which a quorum is present. For purposes of ratification of the appointment of PwC as the Company’s independent auditor,registered public accounting firm, abstentions and broker non-votes, if any, will count toward the presence of a quorum butnot be counted as votes cast and will have no effect on the proposal. A “broker non-vote” occurs when a
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broker who holds sharesresult of the vote, although they will be considered present for the beneficial owner does not vote onpurpose of determining the presence of a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial ownerquorum.
Q:
How will proxies be voted?
A:
Shares of
the shares.None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter.
What constitutes a “quorum”?
The presenceCommon Stock represented by valid proxies will be voted at the Annual Meeting in person or represented byaccordance with the directions given. If the proxy card is signed and returned without any directions given, the shares will be voted “FOR” (1) the election of stockholders entitledEdward G. Rendell and Abby M. Wenzel as Class I directors to cast at least 50%serve until our 2021 Annual Meeting and until their successors are duly elected and qualify, and (2) the ratification of all the votes entitledappointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
The Board of Directors does not intend to be castpresent, and has no information indicating that others will present, any business at the Annual Meeting constitutesor any postponement or adjournment thereof other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the proxies held by them in their discretion.
Q:
How will voting on any other business be conducted?
A:
Although we do not know of any business to be considered at the Annual Meeting other than the election of Edward G. Rendell and Abby M. Wenzel as Class I directors and the ratification of the appointment of PwC, if any other business is properly presented at the Annual Meeting, a quorum. Abstentionssubmitted proxy gives authority to Mr. Nelson and broker non-votesMr. Masterson, and each of them, to vote on such matters in accordance with their discretion.
Q:
When are the stockholder proposals for the next annual meeting of stockholders due?
A:
Stockholders interested in nominating a person as a director or presenting any other business for consideration at our 2019 annual meeting of stockholders (the “2019 Annual Meeting”) may do so by following the procedures prescribed in our bylaws and, in the case of such other business, in Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”). To be eligible for presentation to and action by the stockholders at the 2019 Annual Meeting under our current bylaws, director nominations and other stockholder proposals must be received by our secretary no earlier than November 17, 2018 and no later than 5:00 p.m. Eastern Time on December 17, 2018. Any proposal received after the applicable time in the previous sentence will be counted as presentconsidered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. To be eligible for inclusion in our proxy statement for the purpose2019 Annual Meeting under Rule 14a-8 under the Exchange Act, stockholder proposals must be received by our secretary no later than December 17, 2018. Proposals should be sent via registered, certified or express mail to: Global Net Lese, Inc., 405 Park Avenue, 4th Floor, New York, New York 10022, Attention: Christopher J. Masterson, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2019 Annual Meeting.”
Q:
Who pays the cost of
establishing a quorum.Will you incur expenses in soliciting proxies?
We are soliciting thethis proxy on behalf of the Board of Directors, and wesolicitation?
A:
We will pay all
of the costs of
preparing, assembling and mailing the proxy materials.soliciting these proxies. We have
retained Boston Financial, Realty Capital Securities, LLCcontracted with Broadridge Investor Communication Solutions, Inc. (“
RCS” or our “Dealer Manager”) and American National Stock Transfer, LLC (“ANST”Broadridge”) to
aidassist us in
the distribution of proxy materials and the solicitation of proxies.
Boston Financial will receive a fee of approximately $158,000 and weWe expect to pay
RCS and ANST anBroadridge aggregate
amountfees of approximately
$100,000$16,000 to distribute and solicit proxies plus other fees and expenses for
other services related to this proxy solicitation,
series provided for us, which includesincluding the
reimbursement for certain costsreview of proxy materials; dissemination of brokers’ search cards; distribution of proxy materials; operating online and
outtelephone voting systems; and receipt of
pocket expenses incurred in connection with their services, all of which will be paid by us. See “Certain Relationships and Related Transactions — Advisor” for a description of the Company’s relationship and transactions with RCS and ANST. 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.executed proxies. In compliance with the regulations of the
U.S. Securities and Exchange Commission (the “SEC”),SEC, we will
also reimburse
such personsbrokerage houses and other custodians, nominees and fiduciaries for
their reasonable
out-of-pocket expenses
incurred by them in forwardingto the extent they forward proxy
and solicitation materials to
the beneficial ownersour stockholders. Our directors and officers and employees of
sharesaffiliates of our
Common Stock.Asadvisor, Global Net Lease Advisors, LLC (the “Advisor”), may also solicit proxies on our behalf in person, by telephone, facsimile or other means, for which they will not receive any additional compensation.
Q:
Is this Proxy Statement the dateonly way that proxies are being solicited?
A:
No. In addition to mailing proxy solicitation material, employees of Broadridge and affiliates of our Advisor may also solicit proxies in person, via the Annual Meeting approaches, certain stockholders whose votes have not been receivedInternet, by telephone or by any other electronic means of communication we deem appropriate.
Q:
Where can I find more information?
A:
You may
receive a telephone call from a representativeaccess, read and print copies of
Boston Financial. 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 Financial representative is required to ask for each stockholder’s full name and address, or the zip code or control number, and to confirm that the stockholder has received the proxy materials in the mail. If the stockholder is a corporation or other entity, the Boston Financial representative is required to ask for the person’s title and confirmation that the person is authorized to direct the votingthis year’s Annual Meeting, including this Proxy Statement, form of the shares. If the information solicited agrees with the information provided to Boston Financial, then the Boston Financial representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask forannual report to stockholders, at the stockholder’s instructionsfollowing website: www.proxyvote.com/GNL.
We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on the proposal. Althoughweb site maintained by the Boston Financial representative is permitted to answer questions about the process, he or she is not permitted to recommendSEC at www.sec.gov. Our SEC filings also are available to the stockholder howpublic at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You also may obtain copies of the documents at prescribed rates by writing to vote, other than to read any recommendation set forth in this Proxy Statement. Boston Financial will record the stockholder’s instructions onPublic Reference Section of the card. Within 72 hours,SEC at 100 F Street, N.E., Washington, DC 20549. Please call the stockholder will be sent a letter to confirm his or her vote and askingSEC at 1-800-SEC-0330 for further information regarding the stockholder to call Boston Financial immediately if his or her instructions are not correctly reflected in the confirmation.
public reference facilities.
Q:
What does it mean if I receive more than one proxy card?
A:
Some of your shares of Common Stock may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or via the Internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares of Common Stock are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call 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.
Q:
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What if I receive only one set of proxy materials although there are multiple stockholders at my address?
A:
The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to send a single set of any annual report, proxy statement, proxy statement combined with a prospectus or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “Householding.” This rule benefits both you and
us. It reducesus by reducing the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to receive a separate proxy card or voting instruction card.
We will promptly deliver, upon written or oral request, a separate copy of our
2014 Annual Report2017 10-K or
this Proxy Statement
as applicable, to a stockholder at a shared address to which a single copy was previously delivered. If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling
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,
4th 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 for additional information about voting by proxy or authorizing a proxy by telephone or Internet to vote my shares?
Please call Boston Financial, our proxy solicitor, at 1-855-800-9422.
Q:
Whom should I call with other questions?
A:
If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this Proxy Statement,
or our
2014 Annual Report2017 10-K or any documents relating to any of our future stockholder meetings, please contact:
American Realty Capital Global
Trust,Net Lease, Inc., 405 Park Avenue,
144th floor, Floor, New York, New York, 10022, Attention: Investor Relations, Telephone:
1-877-373-2522,(866) 902-0063, E-mail:
investorservices@americanrealtycap.com,investorrelations@ar-global.com, website:
www.arcglobaltrust.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 2016 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, 2015 and ending at 5:00 p.m., Eastern Time, on December 30, 2015. 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, Inc. 405 Park Avenue, 14th Floor, New York, New York 10022, Attention: Patrick J. Goulding, Chief Financial Officer, Treasurer and Secretary. For additional information, see the section in this Proxy Statement captioned “Stockholder Proposals for the 2016 Annual Meeting.”
UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR” (I) THE ELECTION OF THE FOUR NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS OF THE COMPANY FOR ONE-YEAR TERMS EXPIRING IN 2016, EACH TO SERVE UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED, AND (II) THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT AUDITOR. 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.
www.globalnetlease.com.
BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Board of Directors
including our independent directors, is responsible for monitoring and supervising the performance of our day-to-day operations
including supervisingand our
advisor, American RealtyAdvisor. The Advisor is controlled by AR Capital Global
Advisors,Holdings, LLC,
(the “Advisor”which is wholly owned by AR Global Investments, LLC (“AR Global”).
In accordance with our charter, our Board of Directors
are elected annually by our stockholders, and there is
no limit on the numberdivided into three classes of
times a director may be elected to office.directors. Each director serves until the
next annual meeting of stockholders
held in the third year following the year of his or
(if longer)her election and until his or her successor is duly elected and qualifies.
At the Annual Meeting, two Class I directors will be elected to serve until our 2021 Annual Meeting and until their successors are duly elected and qualify. The
charternumber of
directors in each class may be changed from time to time by the
Company (the “Charter”) andBoard to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors. Our bylaws provide that the number of directors
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
three or greaterone, which is the minimum number required by the Maryland General Corporation Law (the “MGCL”), nor more than
ten.15. The number of directors on
ourthe Board is currently fixed at
four.The six, of which four are independent.
Board of Directors
has proposed the following nominees for election as directors, each to serve for a term ending at the 2016 annual meeting of stockholders and
until his or her successor is duly elected and qualifies: P. Sue Perrotty, William M. Kahane, Abby M. Wenzel and Edward G. 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 four nominees. If you do not wish your shares to be voted for any particular nominee, please identify the exception(s) in the designated space provided on the proxy card or, if you are authorizing a proxy to vote your shares by telephone or the Internet, follow the instructions provided when you authorize a proxy. Directors will be elected by the affirmative vote of the holders of a majority of all shares of Common Stock who are present in person or by proxy at the Annual Meeting, provided that a quorum is present.
We know of no reason why any nominee will be unable to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees should become unable to serve, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Board of Directors. No proxy will be voted for a greater number of persons than the number of nominees described in this Proxy Statement.
Nominees
Executive Officers
The table set forth below lists the names, ages and ages ofcertain other information about Edward G. Rendell and Abby M. Wenzel, our Class I directors with terms expiring at the Annual Meeting (who are also nominees for election as Class I directors at the Annual Meeting), for each of the nomineescontinuing members of our Board and for each of our executive officers:
Directors with Terms expiring at
the Annual Meeting/Nominees | | | Class | | | Age | | | Position | | | Director
Since | | | Current
Term
Expires | | | Expiration
of Term
For Which
Nominated | |
| Edward G. Rendell | | | I | | | 74 | | | Independent Director, Compensation
Committee Chair | | | 2012 | | | 2018 | | | 2021 | |
| Abby M. Wenzel | | | I | | | 58 | | | Independent Director | | | 2012 | | | 2018 | | | 2021 | |
| Continuing Directors | | | | | | | |
| Lee M. Elman | | | II | | | 81 | | | Independent Director, Conflicts
Committee Chair | | | 2016 | | | 2019 | | | — | |
| James L. Nelson | | | III | | | 68 | | | Director, Chief Executive Officer and
President | | | 2017 | | | 2020 | | | — | |
| P. Sue Perrotty | | | II | | | 64 | | | Non-Executive Chair, Audit Committee
Chair, Nominating and Corporate
Governance Committee Chair | | | 2015 | | | 2019 | | | — | |
| Edward M. Weil, Jr. | | | III | | | 51 | | | Director | | | 2017 | | | 2020 | | | — | |
| Executive Officers (not listed above) | | | | | | | |
| Christopher J. Masterson | | | N/A | | | 35 | | | Chief Financial Officer, Treasurer and
Secretary | | | N/A | | | N/A | | | N/A | |
Nominees for Class I Directors
Edward G. Rendell
Gov. Edward G. Rendell has served as an independent director of the dateCompany since March 2012 and is a Class I director. Gov. Rendell has served as our compensation committee chair since March 2017. Gov. Rendell has served as an independent director of this Proxy StatementHealthcare Trust, Inc. (“HTI”) since December 2015 and as an independent director of American Finance Trust, Inc. (“AFIN”) since February 2017. Gov. Rendell has served as an independent director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C., since January 2011. Gov. Rendell previously served as an independent director of American Realty Capital – Retail Centers of America, Inc. (“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 Business Development Corporation of America II (“BDCA II”) from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of American Realty Capital Trust III, Inc. (“ARCT III”) from March 2012 until the close of ARCT III’s merger with VEREIT, Inc. (f/k/a American Realty Capital Properties, Inc., “VEREIT”) in February 2013. Gov. Rendell served as an independent director of VEREIT from February 2013 until April 2015.
Gov. Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011. As the Governor of the Commonwealth of Pennsylvania, Gov. Rendell served as the chief executive of the nation’s sixth most populous state and oversaw a budget of $28.3 billion. Gov. Rendell also served as the Mayor of Philadelphia from January 1992 through January 2000. As the Mayor of Philadelphia, Gov. Rendell eliminated a $250 million deficit, balanced the city’s budget and generated five consecutive budget surpluses. Gov. Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Gov. Rendell served as the District Attorney of Philadelphia from January 1978 through January 1986. In 1986, Gov. Rendell was a candidate for governor of the Commonwealth of Pennsylvania. In 1987, Gov. Rendell was a candidate for the mayor of Philadelphia. From 1988 through 1991, Gov. Rendell was an attorney at the law firm of Mesirov, Gelman and Jaffe. From 2000 through 2002, Gov. Rendell was an attorney at the law firm of Ballard Spahr. Gov. Rendell worked on several real estate transactions as an attorney in private practice. An Army veteran, Gov. Rendell holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School.
We believe that Gov. 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 has served as an independent director of the Company since March 2012 and is a Class I director. Ms. Wenzel has served as an independent director of American Realty Capital New York City REIT, Inc. (“NYCR”) since March 2014 and as an independent director of Hospitality Investors Trust, Inc. (f/k/a American Realty Capital Hospitality Trust, Inc.) (“HOST”) since September 2013. Ms. Wenzel previously served as independent director of American Realty Capital Trust IV, Inc. (“ARCT IV”) from May 2012 until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Wenzel was no longer associated with ARCT IV as an independent director nor affiliated with ARCT IV in any manner. Ms. Wenzel has been a shareholder of the law firm of Cozen O’Connor, resident in the New York office, since April 2009, as a member in the Business Law Department. Since January 2014, Ms. Wenzel has served as co-chair of the Real Estate Group. Ms. Wenzel has extensive experience representing developers, funds and investors in connection with their acquisition, disposition, ownership, use, and financing of real estate. Ms. Wenzel also practices in the capital markets practice area, focusing on capital markets, finance and sale-leaseback transactions. She has represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the owners, in connection with permanent, bridge, and construction loans, as well as senior preferred equity investments, interim financings and mezzanine financings. She has also represented lenders in connection with complex multiproperty/multistate corporate sales. Prior to joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner of its New York office and chair of its structured finance practice from October 1999 until April 2009. Ms. Wenzel currently serves as a trustee on the board of Community Service Society, a 160-year-old institution with a primary focus on identifying and supporting public policy innovations to support the working poor in New York City to realize social, economic, and political opportunities. Ms. Wenzel chairs the audit committee for Community Service Society. Ms. Wenzel also serves as a trustee on the board of The Citizen’s Budget Commission, a nonpartisan, nonprofit civic organization, founded in 1932, whose mission is to achieve constructive change in the finances and services of New York City and New York State government. Ms. Wenzel received her law degree from New York University School of Law and her undergraduate degree from Emory University.
We believe that Ms. Wenzel’s experience as a director of the companies described above, her experience representing clients in connection with their acquisition, disposition, ownership, use, and financing of real estate, as well as her position
and office that each nominee currently holds withas co-chair of the
Company: | | | | |
Name | | Age | | Position |
P. Sue Perrotty | | 61 | | Non-Executive Chair, Audit Committee Chair |
William M. Kahane | | 67 | | Director |
Abby M. Wenzel | | 55 | | Independent Director |
Edward G. Rendell | | 71 | | Independent Director |
Business ExperienceReal Estate Group at Cozen O’Connor make her well qualified to serve on our Board of Nominees
Directors.
Continuing Directors
P. Sue Perrotty has served as non-executive chair and independent director of ourthe Company since March 2015.2015 and is a Class II director. She was appointedhas served as an independent director of American Realty Capital Healthcare Trust III, Inc. (“ARC HT III”) insince August 2014, andincluding as Audit Committee Chair of ARC HT III inits audit committee chair since December 2014. Ms. Perrotty served as an independent director of American Realty Capital Healthcare Trust, Inc. (“ARC HT”) from November 2013 until January 2015 when ARC HT closed its merger with Ventas, Inc. and has served as an independent director of New York REIT, Inc. (“NYRT”) since September 2014, including as its audit committee chair since December 2014. Ms. Perrotty has served as an independent director of Axar Capital Acquisition Corp. (f/k/a 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 close 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. (“ARC DNAV”) from August 2013 until August 2014 and American Realty Capital Hospitality Trust, Inc. (“ARC HOST”)as an independent director of HOST from September 2013 tountil 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 GovernorGov. Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of
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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
an independenta 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.
William M. Kahane
William M. Kahane has served as a director of our Company since February 2015, and served as executive chairman of our Company from February 2015 until March 2015. Previously, Mr. Kahane served as chief operating officer, treasurer and secretary of our Company, the Advisor and the Property Manager from October 2014 until February 2015. Mr. Kahane has served as a director of New York REIT, Inc. (“NYRT”) since its formation in October 2009 and was appointed as executive chairman of NYRT in December 2014. Mr. Kahane also previously served as president and treasurer of NYRT from its formation in October 2009 until March 2012. Mr. Kahane has served as the chief executive officer and president of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”), the ARC DNAV advisor and the ARC DNAV property manager since November 2014 and was appointed as a director and as chairman of the board of directors of ARC DNAV in December 2014. Mr. Kahane also previously served as a director of ARC DNAV from September 2010 until March 2012 and as chief operating officer and secretary of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager from November 2014 until December 2014. Mr. Kahane has served as chairman of American Realty Capital Trust V, Inc. (“ARCT V”) since February 2015, as chief executive officer of ARCT V, the ARCT V advisor and the ARCT V property manager since December 2014, and as president of ARCT V, the ARCT V advisor and the ARCT V property manager since November 2014. Mr. Kahane previously served as chief operating officer, treasurer and secretary of ARCT V, the ARCT V advisor and the ARCT V property manager from November 2014 until December 2014. Mr. Kahane has served as a director of AR Capital Acquisition Corp. since October 2014 and as chief executive officer of AR Capital Acquisition Corp. since August 2014. Mr. Kahane has served as the executive chairman of the board of directors of American Realty Capital Global Trust II, Inc. (“ARC Global II”) since December 2014. Mr. Kahane previously served as the chief operating officer, treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from October 2014 until December 2014. Mr. Kahane has served as a director of American Realty Capital Hospitality Trust, Inc. (“ARC HOST”) since February 2014 and was appointed as executive chairman of ARC HOST in December 2014. Mr. Kahane previously served as the chief executive officer and president of ARC HOST from August 2013 to November 2014. Mr. Kahane has served as a director of Realty Finance Trust, Inc. (“RFT”) since November 2014 and was appointed as chairman of RFT in December 2014. Mr. Kahane has served as chairman of American Realty Capital-Retail Centers of America, Inc. (“ARC RCA”) and as chief executive officer of ARC RCA and the ARC RCA advisor since December 2014, as president of ARC RCA and the ARC RCA advisor since November 2014, and as a director of ARC RCA since its formation in July 2010. Mr. Kahane also served as chief operating officer and secretary of ARC RCA and the ARC RCA advisor from November 2014 until December 2014, and previously served as an executive officer of ARC RCA and the ARC RCA advisor from their respective formations in July 2010 and May 2010 until
James L. Nelson
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March 2012. Mr. Kahane has served as the chairman of the board of directors of American Realty Capital-Retail Centers of America II, Inc. (“ARC RCA II”) since December 2014, as chief executive officer of ARC RCA II and the ARC RCA II advisor since November 2014, and as president of ARC RCA II and the ARC RCA II advisor since October 2014. Mr. Kahane previously served as chief operating officer and secretary of ARC RCA II and the ARC RCA II advisor from October 2014 to December 2014. Mr. Kahane has served as executive chairman of the board of directors of American Realty Capital Healthcare Trust III, Inc. (“ARC HT III”) since December 2014. Mr. Kahane has served as a director of American Realty Capital New York City REIT, Inc. (“ARC NYCR”) since its formation in December 2013 and was appointed as executive chairman of ARC NYCR in December 2014. Mr. Kahane has served as a director of American Realty Capital Healthcare Trust II, Inc. (“ARC HT II”) since March 2013 and previously served as executive chairman of ARC HT II from December 2014 until February 2015. Mr. Kahane has served as executive chairman of the board of directors of American Realty Capital New York City REIT II, Inc. (“ARC NYCR II”) since January 2015. Mr. Kahane has served as a director of the general partner of American Energy Capital Partners — Energy Recovery Program, LP (“AERP”) since October 2013 andJames L. Nelson has served as chief executive officer and president of the general partner of AERPCompany since November 2014. Mr. Kahane also has been the interestedAugust 2017 and is a Class III director, prior to which he served as an independent director of Business Development Corporationthe Company beginning in March 2017. Mr. Nelson has also served as an executive officer of America (“BDCA”the Advisor and Global Net Lease Properties, LLC (the “Property Manager”) since its formation in May 2010 and Business Development CorporationAugust 2017. Mr. Nelson served as an independent director of America II (“BDCA II”) since April 2014.NYRT from November 2015 until June 2017. Mr. KahaneNelson has served as a director of Icahn Enterprises GP since June 2001 and is a member of its audit committee. Mr. Nelson has served as a director and a member of the audit committee of Herbalife Ltd. since April 2014. Mr. Nelson has served as a
director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation (f/k/a Motricity Inc.) from June 2011 until September 2015, and from January 2012 until September 2015, he served as chairman of its board of directors. Mr. Nelson served as a director of Single Touch Systems, Inc., a technology based mobile media solutions provider, from May 2013 through April 2014. From April 2014 to August 2014, Mr. Nelson served as a director of Ubiquity Broadcasting Corporation, a vertically integrated, technology-focused media company. From December 2003 until June 2007 Mr. Nelson served as a director and member of the audit committee of American Entertainment Properties Corp. From May 2005 until November 2007, Mr. Nelson served as a director and member of the audit committee of Atlantic Coast Entertainment Holdings, Inc. From 1986 until 2009, Mr. Nelson was chairman and chief executive officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company. From March 1998 through 2003, Mr. Nelson was chairman and chief executive officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients. From August 1995 until July 1999, Mr. Nelson was chief executive officer and co-chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector. From August 1995 until March 2001, he was on the Board of Orbitex 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.
Lee M. Elman
Lee M. Elman has served as an independent director of the Company since December 2016 and is a Class II director. Mr. Elman has served as an independent director of HTI since December 2016 and as an independent director of NYCR since February 2016. Mr. Elman previously served as an independent director of American Realty Capital HealthcareGlobal Trust II, Inc. (“ARC HT”Global II”) from its formation in August 2010April 2015 until the close of ARC HT’sDecember 2016, when Global II closed its merger with Ventas,the Company (the “Merger”).
Since 1979, Mr. Elman has served as President of Elman Investors, Inc., an international real estate investment banking firm which he also founded. He is also a partner of Elman Ventures, an organization which is advisor to, and partner with, various foreign investors in United States real estate ventures. He has over 40 years of real estate experience, including as an investing principal, a real estate investment banker, and an investment advisor for both U.S. and foreign investors. As President of Elman Investors, Inc., Mr. Elman has negotiated the acquisition of properties in the United States, Europe and Latin America; and presently serves as a General Partner in numerous real estate partnerships. Mr. Elman holds a J.D. from Yale Law School and a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs.
We believe that Mr. Elman’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.
Edward M. Weil, Jr.
Edward M. Weil, Jr. has served as a director of the Company since January 2015.2017 and is a Class III director. Mr. KahaneWeil previously served as an executive officer of ARCthe Company, the Advisor and the Property Manager from their respective formations in July 2011, July 2011 and January 2012, until October 2014. Mr. Weil also previously served as a director of the Company from May 2012 until September 2014. Mr. Weil also has been the chief executive officer of AR Global since January 2016 and has a
non-controlling interest in the parent of AR Global. Mr. Weil has served as executive chairman of HT III since November 2015, and previously served as an executive officer of HT III, the ARC HT III advisor and the ARC HT III property manager from their respective formations in August 2010April 2014 until March 2012.November 2014. Mr. KahaneWeil has served as a directorexecutive chairman of Phillips Edison Grocery Center REIT II, Inc. (“PECO II”) from August 2013 until January 2015. Until March 2012, Mr. Kahane was also chief operating officer of BDCA. Mr. Kahane served as a director of RCS Capital Corporation (“RCAP”) from February 2013 until December 2014,NYCR since November 2015 and served as chief executive officer, president and secretary of RCAP from February 2013 until September 2014.NYCR, the NYCR advisor and the NYCR property manager since March 2017. Mr. KahaneWeil has served as a directorchairman of American Realty Capital Properties, Inc. (“ARCP”) from February 2013 until June 2014. Hethe board of directors of AFIN and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015. Mr. Weil also previously served as a director andan executive officer of ARCPAFIN, the AFIN advisor and the AFIN property manager from December 2010their formation in January 2013 until March 2012. Mr. Kahane has served as a director of Cole Real Estate Income Strategy (Daily NAV), Inc. (“Cole DNAV”), from February 2014 until DecemberNovember 2014, and served as a director of Cole Credit Property Trust, Inc. (“CCPT”),AFIN from February 2014 until MayJanuary 2013 to September 2014. Additionally, Mr. KahaneWeil has served as a director of HTI since October 2016, and previously served as an executive officer of ARCP’s formerHTI, the HTI advisor and the HTI property manager from their formation in October 2012 until November 2014.
Mr. Weil previously served as executive chairman of Global II from November 2015 until the close of the Merger 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 BDCA from December 2015 until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. Weil previously served as chief executive officer, president and chairman of RCA and the RCA advisor from 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, until March 2012.November 2014. Mr. KahaneWeil previously served as a trustee of American Real Estate Income Fund from May 2012 until its liquidation in August 2016. Mr. Weil previously served as a trustee of Realty Capital Income Funds Trust, a family of mutual funds advised by an affiliate of AR Global, from April 2013 until its dissolution in January 2017.
Mr. Weil served as an executive officer of American Realty Capital Trust, Inc. (“ARCT”), the ARCT advisor and the ARCT property manager from their formation in August 2007
through March 2012. Mr. Weil served as an executive officer of NYRT, the NYRT property manager and the NYRT advisor from their formation in October 2009 until
November 2014. Mr. Weil served as an executive officer of HT, the
close of ARCT’sHT advisor and the HT property manager from their formation in August 2010 until January 2015 when HT closed its merger with
Realty Income Corporation in January 2013. He alsoVentas, Inc. Mr. Weil served as a director of ARCT
from August 2007 until January 2013. Mr. Kahane servedIII beginning in February 2012 and as an executive officer of
American Realty Capital TrustARCT 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 VEREIT in February 2013. Mr. Weil served as a director of VEREIT from March 2012 until June 2014. Mr. Weil also served as an executive officer of VEREIT from its formation in December 2010 until November 2013. Mr. Weil served as an executive officer of DNAV, the DNAV advisor and the DNAV property manager from their formation in September 2010 until November 2014, as a director of DNAV from September 2010 until August 2014, and again as an executive officer of DNAV from November 2015 until its dissolution and liquidation in April
2012.2016. Mr. KahaneWeil served as an executive officer of ARCT IV, the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 and as a director of ARCT IV from January 2014, in each case until the close of ARCT IV’s merger with VEREIT in January 2014. Mr. Weil served as an executive officer of Realty Finance Trust, Inc. (now known as Benefit Street Partners Realty Trust, Inc.) (“RFT”) and the RFT advisor from November 2012 until January 2013. Mr. Weil served as an executive officer of the Phillips Edison Grocery Center REIT II, Inc. advisor from July 2013 until October 2014. Mr. Weil has served as a member of the investment committeeboard of Aetosdirectors of the sub-property manager of HOST from August 2013 until November 2014. Mr. Weil served as chief executive officer and president of the general partner of American Energy Capital Asia Advisors, a $3 billion seriesPartners — Energy Recovery Program, LP from its formation in October 2013 until November 2014. Mr. Weil previously served as chairman of opportunistic funds focusing on assets primarily in JapanRealty Capital Securities, LLC (“RCS”) from September 2013 until November 2015, and China, since 2008.was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. Mr. Kahane began his careerWeil served as a real estate lawyer practicingdirector of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016. On March 8, 2017, the publiccreditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the parent
of our Advisor, our Advisor, advisors of other entities sponsored by the parent, and private sectorsthe parent’s principals (including Mr. Weil). The suit alleges, among other things, certain breaches of duties to RCAP. We are neither a party to the suit, nor are there any allegations related to the services the Advisor provides to us. On May 26, 2017, the defendants moved to dismiss. On November 30, 2017, the court issued an opinion partially granting the defendants’ motion. Our Advisor has informed us that it believes that the suit is without merit and intends to defend against it vigorously. Mr. Weil previously served as an executive officer of American Realty Capital — Retail Centers of America II, Inc. (“RCA II”) and the RCA II advisor from 1974 to 1979 where he workedApril 2014 until November 2014. Mr. Weil served on the developmentboard of hotel properties in Hawaiitrustees of United Development Funding Income Fund V until October 2014.
Mr. Weil was formerly the senior vice president of sales and California. From 1981 to 1992, Mr. Kahane worked at Morgan Stanley & Co., or Morgan Stanley, specializing in real estate, including the lodging sector becoming a managing director in 1989. In 1992, Mr. Kahane left Morgan Stanley to establish a real estate advisory and asset sales business known as Milestone Partners which continues to operate and of which Mr. Kahane is currently the chairman. Mr. Kahane worked very closely with Mr. Nicholas S. Schorsch while a trustee atleasing for American Financial Realty Trust (“AFRT”), from April 20032004 to AugustOctober 2006, during which timewhere he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Kahane served as chairmanWeil, his department was the sole contributor in the increase of occupancy and portfolio revenue through the finance committeesales of AFRT’s boardover 200 properties and the leasing of trustees.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. Kahane served as aWeil was managing director of GF Capital ManagementMilestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Advisors LLC (“GF Capital”), a New York-based merchant banking firm, where he directed the firm’s real estate investments, from 2001 to 2003. GF Capital offers comprehensive wealth management services through its subsidiary TAG Associates LLC, a leading multi-client family officeSystems Co. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and portfolio management services company with approximately $5 billion of assets under management. Mr. Kahane also was on the board of directors of Catellus Development Corp., a NYSE growth-oriented real estate development company, where he served as chairman. Mr. Kahane received a B.A. from Occidental College, a J.D. from the University of California, Los Angeles63 licenses.
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Law School and an MBA from Stanford University’s Graduate School of Business. We believe that Mr. Kahane’s current and priorWeil’s experience as a director and/or executive officer of the companies described above and his significant investment banking experience in real estate make him well qualified to serve as a member of our Board of Directors.
Abby M. Wenzel
Abby M. Wenzel
Executive Officers
Christopher J. Masterson
Christopher J. Masterson has served as
an independent directorchief financial officer, treasurer and secretary of the Company,
the Advisor and the Property Manager since
March 2012. Ms. Wenzel has served as an independent director of ARC NYCR since March 2014 and as an independent director of ARC HOST since September 2013. Ms. Wenzel also has 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 ARCP 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 a member in the Business Law Department. Since January 2014, Ms. Wenzel has served as co-chair of the Real Estate Group. Ms. Wenzel has extensive experience representing developers, funds and investors in connection with their acquisition, disposition, ownership, use, and financing of real estate. Ms. Wenzel also practices in the capital markets practice area, focusing on capital markets, finance and sale-leaseback transactions. She has represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the owners, in connection with permanent, bridge, and construction loans, as well as senior preferred equity investments, interim financings and mezzanine financings. She has also represented lenders in connection with complex multiproperty/multistate corporate sales. Prior to joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner of its New York office and chair of its structured finance practice from October 1999 until April 2009. Ms. Wenzel currently serves as a trustee on the board of Community Service Society, a 160-year-old institution with a primary focus on identifying and supporting public policy innovations to support the working poor in New York City to realize social, economic, and political opportunities. Ms. Wenzel received her law degree from New York University School of Law and her undergraduate degree from Emory University. We believe that Ms. Wenzel’s previous experience as an independent director of ARCT IV, her current experience as an independent director of ARC NYCR and ARC HOST, her experience representing clients in connection with their acquisition, disposition, ownership, use, and financing of real estate, as well as her position as co-chair of the Real Estate Group at Cozen O’Connor make her well qualified to serve on our board of directors.Governor Edward G. Rendell
Governor Edward G. Rendell was appointed as an independent director of our Company in March 2012. Gov. Rendell has also served as an independent director of ARC RCA since October 2012, BDCA since January 2011 and BDCA II since August 2014. Governor Rendell served as an independent director of ARCT III from March 2012 until the close of ARCT III’s merger with ARCPNovember 2017. Mr. Masterson joined AR Global in February 2013 and served in various accounting roles, including as an independent director of ARCPchief accounting officer for the Company from September 2017 to October 2017, as chief accounting officer for AFIN from December 2016 to October 2017, as chief accounting officer for RCA from December 2016 to February 2017, as controller for BDCA from February 2013 until April 2015. Governor Rendellto March 2016, and as controller for RFT from March 2016 to September 2016. Mr. Masterson also previously served as the 45th Governorchief financial officer of the Commonwealth of PennsylvaniaBDCA Adviser II, LLC from January 2003November 2016 through January 2011. As the Governor of the Commonwealth of Pennsylvania, Gov. RendellJune 2017. From October 2006 to February 2013, Mr. Masterson worked at Goldman Sachs & Co., where he most recently served as a vice president in the chief executive of the nation’s 6th most populous state and oversaw a budget of $28.3 billion. Gov. Rendell also served as the Mayor of Philadelphia from January 1992 through January 2000. As the Mayor of Philadelphia, Gov. Rendell eliminated a $250 million deficit, balanced the city’s budget and generated five consecutive budget surpluses. Gov. Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Gov. Rendell served as the District Attorney of Philadelphia from January 1978 through January 1986. In 1986, Gov. Rendell was a candidate for governor of the Commonwealth of Pennsylvania. In 1987, Gov. Rendell was a candidate for the mayor of Philadelphia.Merchant Banking Division Controllers team. From 1988 through 1991, Gov. Rendell was an attorney at the law firm of Mesirov, Gelman and Jaffe. From 2000 through 2002, Gov. Rendell was an attorney at the law firm of Ballard Sphar. Gov. RendellAugust 2004 until October 2006, Mr. Masterson worked on several real estate transactions as an attorneyauditor at KPMG LLP. Mr. Masterson is a certified public accountant in private practice. An Army veteran, Governor RendellNew York State, holds a B.A.B.B.A. from the University of PennsylvaniaNotre Dame and a J.D.an M.B.A. from Villanova Law School. We believe that Governor Rendell’s current experience as a director of BDCA, ARC RCA and ARCP, his prior experience as a director of ARCT III 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
New York University.
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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 the board of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF P. SUE PERROTTY, WILLIAM M. KAHANE, ABBY M. WENZEL AND EDWARD G. RENDELL AS MEMBERS OF THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2016 ANNUAL STOCKHOLDERS MEETING AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.
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.
WeOur current executive officers are employees of affiliates of our Advisor. As of December 31, 2017, we have
no employees andone employee based in Europe. We 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
controlled by Nicholas S. Schorsch, formerlythe chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global. Mr. Nelson, our chief executive officer and
chairman ofpresident, holds a non-controlling interest in the
Board,Advisor and
William M. Kahane, one of our directors.the Property Manager.
The Board of Directors held a total of
5117 meetings
including actions takenand took action by written consent
or electronically on 19 occasions during the year ended December 31,
2014.2017. All directors
and nominees attended
100% of the total number ofall meetings while they were a member of the Board of Directors. All of our directors
at the time of the 2014 annual stockholders meeting attended the
20142017 annual
stockholders meeting. We anticipate that all directors and nominees will attend the Annual Meeting. Wemeeting of stockholders. It is our policy to encourage all directors
and director nominees to attend our annual meetings of stockholders.
The Board of Directors has approved and organizedformed an audit committee. The Board of Directors has approved the formation ofcommittee, a conflicts committee, a compensation committee and a nominating and corporate governance committee and compensation committee, and we intend to organize these committees in 2015. The independent directors currently carry out the functions expected to be carried out by conflicts, nominating and corporate governance and compensation committees. The audit committee held a total of seven meetings, including actions taken by written consent, during the year ended December 31, 2014. Our directors and nominees who are members of the audit committee attended 100% of all meetings while they were members of the audit committee.
Leadership Structure of the Board of Directors
P. Sue
Ms. Perrotty serves as
our non-executive chair of the
Board and Scott J. BowmanBoard. James L. Nelson serves as our chief executive
officer.officer and president and is also a member of the Board. As chief executive officer
and president of the Company,
the Advisor and
our Advisor,the Property Manager, Mr.
BowmanNelson is responsible for our
daily operations and
implementing our business strategy. The Board believes that its leadership structure, which separates the
Chairnon-executive chair and
Chief Executive Officerchief executive officer roles, is appropriate at this time in light of
inherent differences between the
two roles.Company’s business and operating environment. This division of authority and responsibilities also allows our chief executive officer to focus his time on
running our daily
operations and our chair to focus her time on organizing the work of the Board and presiding over meetings of the Board.operations. The Board of Directors may modify this structure to best address
the Company’sour circumstances for the benefit of its stockholders when appropriate.
Although each
We believe that having a majority of
Ms. Perrotty, Ms. Wenzelindependent, experienced directors, including having an independent director serve as our non-executive chair, provides the right leadership structure and
Mr. Rendell are independent directors,corporate governance structure and is best for the
Board of Directors has not appointed a lead independent directorCompany 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. The Company compensates Ms. Perrotty for serving as non-executive chair.
Oversight of Risk Management
The Board of Directors has an active role in overseeing the management of risks applicable to the Company. The entire Board of Directors is actively involved in overseeing risk management for the Company through its approval and oversight of all property acquisitions, incurrence and assumptionsassumption of debt and its oversight of the Company’s executive officers and the Advisor, managingAdvisor. The nominating and corporate governance committee manages risks associated with the independence of the members of the Board Directors. The conflicts committee reviews and reviewing and approvingapproves all transactions with parties affiliated with our Advisor or SponsorAR Global and resolvingresolves other conflicts of interest between the Company and its subsidiaries, on the one hand, and the Sponsor, any director, the Advisor or AR Global or their respective affiliates, on the other hand. The audit committee oversees management of accounting, financial, legal and regulatory risks.
Our audit committee
on April 20, 2012.is comprised of Ms. Perrotty, Ms. Wenzel and Mr. Elman, each of whom is “independent” within the meaning of the applicable (1) requirements set forth in the Exchange Act and the applicable SEC rules and (2) listing standards of the NYSE. Ms. Perrotty is the chair of our audit committee. Our audit committee held
seveneight meetings
including action by written consent during the year ended December 31,
2014.2017. All members of the audit committee attended all meetings 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 Capitalsends a request to Global
Trust,Net Lease, Inc., 405 Park Avenue,
144th Floor, New York, NY
10022. The audit committee charter is also available10022 or on the Company’s website,
atwww.arcglobaltrust.com/investor-relations/corporate-governance/www.globalnetlease.com by clicking on “Investor Relations — Governance Documents — Audit Committee Charter.”.
Our audit committee consists of Ms. Perrotty, Mr. Rendell and Ms. Wenzel, each of whom is “independent” within the meaning of the applicable (i) provisions set forth in the Company’s charter and (ii) requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable SEC rules. Ms. Wenzel is the chair of our audit committee. The Board has determined that Ms. Perrotty is qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the
SEC and is an independent director.SEC.
The audit committee, in performing its duties, monitors:
•
our financial reporting process;
•
the integrity of our financial statements;
•
compliance with legal and regulatory requirements;
•
the independence and qualifications of our independent registered public accounting firm and internal auditors, as applicable; and
•
the performance of our independent registered public accounting firm and internal auditors, as applicable.
The audit committee’s report on our financial statements for the year ended December 31, 20142017 is discussed below under the heading “Audit Committee Report.”
Compensation Committee
The compensation committee is comprised of Gov. Rendell, Mr. Elman and
Corporate Governance CommitteeThe BoardMs. Wenzel, each of Directors has approvedwhom is “independent” within the formation of a nominating and corporate governance committee, and we intend to organize a nominating and corporate governance committee in 2015. The independent directors currently carry out the functions expected to be carried out by the nominating and corporate governance committee, which include the following:
providing counsel to the Board of Directors with respect to the organization, function and compositionmeaning of the Board of Directorsapplicable (1) requirements set forth on the Exchange Act and its committees;
overseeing the self-evaluationapplicable SEC rules and (2) listing standards of the BoardNYSE. Gov. Rendell is the chair of Directors and the Board of Director’s evaluation of management;
periodically reviewing and, if appropriate, recommending to the Board of Directors changes to our corporate governance policies and procedures; and
identifying and recommending to the Board of Directors potential director candidates for nomination.
Compensation Committee
The Board of Directors has approved the formation of acompensation committee. Our compensation committee and we intend to organize a compensation committee in 2015. The independent directors currently carry outheld two meetings during the functions expected to be carried out byyear ended December 31, 2017. All members of the compensation committee which includeattended all meetings while they were members of the following:
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, 4th Floor, New York, NY 10022. The compensation committee charter is also available on the Company’s website at www.globalnetlease.com by clicking on “Investor Relations — Governance Documents — Compensation Committee Charter.” In addition, 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 “Code”). The principal functions of the compensation committee are to: •
approve and evaluate all compensation plans, policies and programs, if any, as they affect the Company’s executive officers;
•
review and oversee management’s annual process, if any, for evaluating the performance of our senior officers and review and approve on an annual basis the remuneration for our senior officers;
•
oversee our equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of Common Stock, restricted stock units, dividend equivalent shares and other equity-based awards;
•
assist the Board of Directors and the chairman in overseeing the development of executive succession plans; and
•
determine from time to time the remuneration for our non-executive directors.
Oversight
The compensation committee administers our employee and director incentive restricted share plan (the “RSP”). 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
Conflicts of InterestThe Board of Directors has approvedits responsibilities to a subcommittee to the formation of a conflicts committee, and we intend to organize a conflicts committee in 2015. The independent directors currently carry out the functions expected to be carried
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out by the conflicts committee, including approving material transactions and resolving other conflicts of interest, between the Company and its subsidiaries, on the one hand, and the Sponsor, any director, the Advisor or their respective affiliates, on the other hand. The independent directors are responsible for reviewing and approving all transactionsextent consistent with our Sponsor, Advisor orcharter, by-laws, corporate governance guidelines and any parties affiliated with these entities, all purchase or leasesother applicable laws, rules and regulations.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is comprised of
properties from, or sales or leases to these parties,Ms. Perrotty, Ms. Wenzel and
reviewing and approving all agreements and amendments to agreements betweenGov. Rendell, each of whom is “independent” within the
Company and these parties.During the year ended December 31, 2014, allmeaning of the membersapplicable listing standards of the Board of Directors reviewed our policies and report that they are being followed by us and are inNYSE. Ms. Perrotty is the best interestschair of our stockholders. Please read “Certain Relationshipsnominating and Related Transactions — Affiliated Transactions Best Practices Policy.” The independent directors reviewed the material transactions between the Sponsor, the Advisorcorporate governance committee. Our nominating and their respective affiliates,corporate governance committee held six meetings and took action by written consent on the one hand, and us, on the other hand, which occurredoccasion during the year ended December 31, 2014.2017. All members of the nominating and corporate governance committee attended all 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 at www.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 at www.globalnetlease.com by 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:
•
providing counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and its committees;
•
overseeing the self-evaluation of the Board of Directors and the Board’s evaluation of management;
•
periodically reviewing and, if appropriate, recommending to the Board of Directors changes to our corporate governance policies and procedures;
•
identifying and recommending to the Board of Directors potential director candidates for nomination; and
•
identifying and recommending committee assignments.
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 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 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 directors haveanalytical 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.
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 2019 Annual Meeting — Stockholder Proposals and Nominations for Directors to Be Presented at Meetings.”
Conflicts Committee
Our conflicts committee is comprised of Mr. Elman, Gov. Rendell and Ms. Perrotty, each of whom is “independent” within the meaning of the applicable listing standards of the NYSE. Mr. Elman currently serves as chair of the conflicts committee. Our conflicts committee held six meetings and took action by written consent on one occasion during the year ended December 31, 2017. All members of the conflicts committee attended all 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, 4th Floor, New York, NY 10022. The conflicts committee charter is also available on the company’s website, www.globalnetlease.com by clicking on “Investor Relations — Governance Documents — Conflicts Committee Charter.”
For those actions and transactions brought to the attention of the conflicts committee in which we, on the one hand, and any of AR Global, the Advisor, a director, an officer or any affiliate thereof, on the other hand, are involved, the conflicts committee has the authority to:
•
review and evaluate the terms and conditions, and determine the advisability of the transaction and conflict of interest situations between us and the other party;
•
negotiate the terms and conditions of the transaction, and, if the conflicts committee deems appropriate, but subject to the limitations of applicable law, approve the execution and delivery of documents in connection with that transaction on our behalf;
•
determine whether the transaction is fair to, and in our best interest and the best interest of our stockholders; and
•
recommend to the Board of Directors what action, if any should be taken by the Board of Directors with respect to the transaction.
The conflicts committee has determined that all our transactions and relationships with our Sponsor, Advisor, AR Global and their respective affiliates during the year ended December 31, 20142017 were fair and were approved in accordance with the policies referenced inapplicable Company policies. See “Certain Relationships and Related Transactions” below.
Transactions.”
Director Independence
Under our organizational documents, we must have at least three but not more than ten directors.
The Board of Directors has currently set the number of directors at
four. 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.“independent.” The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the New York Stock Exchange (the “NYSE”) even though our shares are not listed on the NYSE. Based upon information solicited fromprovided by each nominee, the nominating and corporate governance committee and the Board of Directors hashave each affirmatively determined that P. Sueeach of Mr. Elman, Ms. Perrotty, Edward G.Gov. Rendell and Abby M.Ms. Wenzel havehas no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than as a director of the Company and are “independent” within the meaning of the NYSE’s director independence standards and audit committee independence standards, as currently in effect. Our Board of Directors has determined that each of the three independent directors satisfy the elements of independence set forth above and inapplicable listing standards of the NYSE and under our Charter. NYSE.
Familial Relationships
There are no familial relationships between any of our directors and executive officers.
Communications with the Board of Directors
The
Any interested parties (including the Company’s stockholdersstockholders) may communicate with the Board of Directors by sending written communications addressed to such person or persons in care of American Realty Capital Global Trust,Net Lease, Inc., 405 Park Avenue, 144th Floor, New York, New York 10022, Attention: Patrick J. Goulding, Chief Financial Officer, Treasurer and Secretary. Mr. GouldingThe Secretary will deliver all appropriate communications to the Board of Directors no later than the next regularly scheduled meeting of the Board of Directors. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website.website, www.globalnetlease.com.
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.functions. Our current executive officers,
ScottJames L. Nelson and Christopher J.
Bowman, Andrew Winer and Patrick J. Goulding,Masterson, are
all employees of
the Advisor and do not receive any compensation directly from the Company for the performance of their duties as executive officersaffiliates of the
Company. Additionally, Nicholas S. Schorsch, Edward M. Weil, Jr., William M. Kahane and Peter M. Budko each served as an executive officer during the year ended December 31, 2014, were also employees of our Advisor and our Property Manager and did not receive any compensation directly from the Company for the performance of their duties as an executive officer of the Company. WeAdvisor. Although we have one employee based in Europe, we neither compensate our executive officers, nor do we reimburse either our Advisor or our Property Manager
or our Service Provider for any compensation paid to individuals who also serve as our executive officers, or the executive officers of our Advisor, our Property Manager
our Service Provider or any of their respective affiliates. As a result, we do not have, and our Board has not considered, a compensation policy or program for our executive officers and has not included in this
proxy 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.compensation or a ratio of the compensation of our chief executive officer to our median employee. See “Certain Relationships and Related Transactions”
below for a discussion of fees and
expensesexpense reimbursements payable to
theour Advisor and
its affiliatesour Property Manager 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 | | Position(s) |
P. Sue Perrotty | | 61 | | Non-Executive Chair |
Scott J. Bowman | | 58 | | Chief Executive Officer |
Andrew Winer | | 47 | | President and Chief Investment Officer |
Patrick J. Goulding | | 51 | | Chief Financial Officer, Treasurer and Secretary |
William M. Kahane | | 67 | | Executive Chairman |
Abby M. Wenzel | | 55 | | Independent Director; Audit Committee Chair |
Edward G. Rendell | | 71 | | Independent Director |
P. Sue Perrotty
Please see “Business Experience of Nominees” on page 5 for biographical information about Ms. Perrotty.
Scott J. Bowman
Mr. Bowman has served as chief executive officer of the Company, the Company’s advisor and the Company’s property manager since October 2014, and had previously served as an independent director of the Company and chair of the Company’s audit committee from May 2012 until September 2014. Mr. Bowman has served as chief executive officer of ARC Global II, the ARC Global II advisor and the ARC Global II property manager since October 2014. Mr. Bowman has over 30 years of experience in global brand and retail management. Most recently, Mr. Bowman served as the Group President of The Jones Group, a leading global fashion brand management company. In this role, Mr. Bowman was responsible for global retail and international business. Prior to this, Mr. Bowman founded Scott Bowman Associates in May 2009, a company providing global management, business development, retail market and network strategies, licensing, strategic planning and international strategy and operations support to leading retailers and consumer brands. He has served as its chief executive officer since its incorporation. Prior to founding Scott Bowman Associates, Mr. Bowman served as president of Polo Ralph Lauren International Business Development from May 2005
their affiliates.
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until September 2008 where he was also a member of the executive committee and capital committee. He also served as chairman of Polo Ralph Lauren Japan from June 2007 until September 2008, and led the transformation of Polo Ralph Lauren’s business in Asia from a licensed structure to a direct, integrated subsidiary of Polo Ralph Lauren. Before this, from May 1998 until February 2003 Mr. Bowman served as an executive officer of two subsidiaries of LVMH Moet Hennessy Louis Vuitton, as the chief executive officer of Marc Jacobs International, and region president of Duty Free Shoppers. Mr. Bowman served as a director of American Realty Capital Properties, Inc. from February 2013 until September 2014, as an independent director of the Company from May 2012 until September 2014, as an independent director of New York REIT, Inc. from August 2011 until September 2014 and as an independent director of American Realty Capital Trust III, Inc. from February 2012 to February 2013. Previously, Mr. Bowman served on the board of Colin Cowie Enterprises, Stuart Weitzman and The Healthy Back. Mr. Bowman received his B.A. from the State University of New York at Albany.
Andrew Winer
Andrew Winer has served as chief investment officer of the Company, the Company’s advisor and the Company’s property manager since May 2012 and has served as president of the Company, the Company’s advisor and the Company’s property manager since October 2014. Mr. Winer has served as chief investment officer of ARC Global II, the ARC Global II advisor and the ARC Global II property manager since their formation in April 2014 and has served as president of ARC Global II, the ARC Global II advisor and the ARC Global II property manager since October 2014. 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 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 bachelor’s degree in business administration and a masters in accounting from the University of Michigan.
Patrick J. Goulding
Patrick J. Goulding has served as the chief financial officer of the Company, the Company’s advisor and the Company’s property manager since July 2014, and has served as treasurer and secretary of the Company, the Company’s advisor and the Company’s property manager since February 2015. Mr. Goulding has served as chief financial officer and secretary of ARC RCA and the ARC RCA advisor since December 2014. Mr. Goulding has served as chief financial officer, treasurer and secretary of ARC Retail II and the ARC Retail II advisor since December 2014. Mr. Goulding has served as the chief financial officer of ARC Global II, the ARC Global II advisor and the ARC Global II property manager since July 2014, and has served treasurer and secretary of ARC Global II, the ARC Global II advisor and the ARC Global II property manager since December 2014. Prior to joining ARC Global and ARC Global II, Mr. Goulding served as managing director at Morgan Stanley from January 2010 to June 2014 where he was global head of portfolio management for its opportunistic real estate platform. From January 2007 to April 2009, Mr. Goulding served as managing director at Strategic Value Partners, a global alternative investment firm. Mr. Goulding has more than 25 years of experience in real estate finance accounting and operations and is a fellow of the institute of chartered accountants in Ireland. Mr. Goulding graduated from the Waterford Institute of Technology in Waterford, Ireland.
William M. Kahane
Please see “Business Experience of Nominees” on page 5 for biographical information about Mr. Kahane.
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Abby M. Wenzel
Please see “Business Experience of Nominees” on page 5 for biographical information about Ms. Wenzel.
Edward G. Rendell
Please see “Business Experience of Nominees” on page 5 for biographical information about Mr. Rendell.
Compensation of Directors
The following table sets forth information regarding compensation of our directors during the year ended December 31, 2014:
| | | | | | | | | | | | | | |
| 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
($) | | Total
Compensation
($) |
| William M. Kahane(1) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Scott J. Bowman(2) | | | 64,833 | | | | 27,000 | | | | — | | | | — | | | | — | | | | — | | | | 91,833 | |
| Edward G. Rendell(3) | | | 74,500 | | | | 27,000 | | | | — | | | | — | | | | — | | | | — | | | | 101,500 | |
| Abby M. Wenzel(4) | | | 74,500 | | | | 27,000 | | | | — | | | | — | | | | — | | | | — | | | | 101,500 | |
| P. Sue. Perrotty(5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| (1) | On December 31, 2013, M. Kahane became an executive officer of the Company, who has replaced Mr. Schorsch, and receives no additional compensation for serving as a director. |
| (2) | Mr. Bowman earned fees in the amount of $69,417 for services as a director during the year ended December 31, 2014. The payment of $64,833 represents $59,083 and $5,750 for services rendered during the years ended December 31, 2014 and 2013, respectively. On September 12, 2014, Mr. Bowman resigned as member of the board of directors of the Company and assumed position of Chief Executive Officer of the Company. |
| (3) | Mr. Rendell earned fees in the amount of $106,000 for services as a director during the year ended December 31, 2014. The $74,500 payment represents $68,750 and $5,750 for services rendered during the years ended December 31, 2014 and 2013, respectively. |
| (4) | Ms. Wenzel earned fees in the amount of $106,000 for services as a director during the year ended December 31, 2014. The $74,500 payment represents $68,750 and $5,750 for services rendered during the years ended December 31, 2014 and 2013, respectively. |
| (5) | Ms. Perrotty was admitted to the board on March 3, 2015; therefore, no fees were earned in 2014. |
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We pay to each of our independent directors the fees described in the table below. If a director is our employee or an employee of our Advisor or any of its affiliates, we do not pay compensation for services rendered as a director. All directors also receive reimbursement of reasonable out of pocketout-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. IfDirectors and its committees.
We pay our independent directors a
director also is our employee oryearly retainer of $100,000 and an
employeeadditional yearly retainer of
our Advisor or any of their affiliates, we do not pay compensation$105,000 for
services rendered as a director. | | | | |
Name | | Fees Earned or Paidthe non-executive chair, in each case payable 50% in cash and 50% in Cash ($) | | Restricted Shares |
Independent Directors | | Additional yearly retainer of $55,000 for the lead independent director and $30,000 for each independent director; $2,000 for all meetings personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per meeting.(1)(2) | | Pursuant to our employee and director incentive restricted share plan adopted in April 2012, each independent director receives an automatic grant of 3,000 restricted shares of Common Stock on the date of each annual stockholders meeting. Each independent director is also granted 3,000 restricted shares of Common Stock on the date of initial election to the board of directors. The restricted shares vest over a five year period following the grant date in increments of 20% per annum. |
| | We also pay each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as an independent director of the Company, in the following amounts: | | |
| | 2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or | | |
| | $5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours. | | |
| | In either of the above cases, we 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. | | |
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| (1) | If there is a Board meeting and one or more committee meetings in one day, the director’s fees shall not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee). |
| (2) | An independent director who is also an audit committee chairperson receives an additional $500 for personal attendance of all audit committee meetings. |
Share-Based Compensation
Stock Option 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 is 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 numberunits in respect of shares of common stockCommon Stock (“RSUs”); $2,000 for each meeting of the Board or any committee personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to be covered by each award; (5) to determinea maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a Board meeting and one or more committee meetings in one day, the terms, provisions and conditions of each award (whichdirector’s fees may not be inconsistent withexceed $2,500 ($3,000 for the termschairperson of the stock option plan); (6) to prescribeaudit committee if there is a meeting of such committee).
We pay an additional total yearly retainer of $30,000 for each member of the formaudit committee, the compensation committee and the nominating and corporate governance committee, in each case payable 50% in cash and 50% in RSUs.
RSUs in respect of
instruments evidencingthe portion of the annual retainer payable in RSUs are awarded in connection with each annual meeting and vest ratably over a three-year period beginning on such
awards; and (7) to take any other actions and make all other determinations that it deems necessary or appropriateannual meeting date in increments of 1∕3 per annum. RSUs awarded as a one-time grant on June 2, 2015 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 issuancelisting of shares of common stock (exceptour Common Stock on the NYSE (the “Listing”), vest ratably over a five-year period beginning on the Listing date in increments of 1∕5 per annum.
We also pay a fee to each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or her capacity as describedan independent director of the Company, in the immediately preceding sentence), the shares that were subject to such award will be availablefollowing amounts:
•
$2,500 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 Boardeach day of Directors determines that any dividendan external seminar, conference, panel, forum or other distribution (whether in the formindustry-related event that does not exceed four hours, or
•
$5,000 for each day of cash, common stockan external seminar, conference, panel, forum or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchangeindustry-related event that exceeds four hours.
In either of the above cases, we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attendance at such external seminar, conference, panel, forum or other similar corporate transactionindustry-related event. An independent director cannot be paid 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 stockreimbursed for attendance at a single external seminar, conference, panel, forum or other property (including cash) that may thereafter be issued in connection with awards; (ii) the numberindustry-related event by us and kind of shares of stockanother company for which he 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 makingshe is 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”).director.
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Unless otherwise determined by the Board of Directors and set forth in an individual award agreement, upon termination of an award recipient’s services to us, any then unvested awards will be cancelled and forfeited without consideration. Upon a change in control of us (as defined under the stock option plan), any award that was not previously vested will become fully vested and/or payable, and any performance conditions imposed with respect to the award will be deemed to be fully achieved, provided, that with respect to an award that is subject to Code Section 409A and requires payment on a change in control, a change in control of us must constitute a “change of control” within the meaning of Code Section 409A.
The following table sets forth information regarding securities authorized for issuance undercompensation of our directors paid during the year ended December 31, 2017:
| Name | | | Fees Paid
in Cash
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Changes in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation
($)(2) | | | Total
Compensation
($) | |
| Lee M. Elman | | | | $ | 108,688 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,204 | | | | | $ | 178,892 | | |
William M. Kahane(4) | | | | $ | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
| James L. Nelson | | | | $ | 33,927(5) | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | $ | 33,927 | | |
| P. Sue Perrotty | | | | $ | 182,500 | | | | | $ | 117,500(6) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 48,017 | | | | | $ | 348,017 | | |
| Edward G. Rendell | | | | $ | 123,500 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 37,770 | | | | | $ | 226,270 | | |
Edward M. Weil, Jr.(7) | | | | $ | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
| Abby M. Wenzel | | | | $ | 127,500 | | | | | $ | 65,000(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 37,770 | | | | | $ | 230,270 | | |
(1)
Value of stock
option plan asawards calculated based on their grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31,
2014:2017, Mr. Elman, Ms. Perrotty, Gov. Rendell and Ms. Wenzel held 3,711, 18,161, 13,620 and 13,620 unvested RSUs, respectively. | | | | | | |
Plan Category | | Number of Securities
to Be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a) | | Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b) | | Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))
(c) |
Equity compensation plans approved by security holders | | | — | | | | — | | | | | |
Equity compensation plans not approved by security holders | | | — | | | | — | | | | 500,000 | |
Total | | | — | | | | — | | | | 500,000 | |
Restricted Share Plan
In April 2015,
(2)
The amount reported as “All Other Compensation” represents the Boardvalue of Directors adopted an amended and restated employee and director incentive restricted share plan (the “RSP”). The RSP provides fordividends with respect to unvested RSUs during the automatic grantyear ended December 31, 2017.
(3)
Represents 2,883 RSUs granted on July 21, 2017.
(4)
On January 3, 2017, Mr. Kahane resigned from the board of 3,000directors. Following approval by the board of directors, 10,666 unvested restricted shares of Common Stock owned by Mr. Kahane vested on January 3, 2017.
(5)
Mr. Nelson was elected to each of the Board as an independent directors, without any further action by our Board of Directors ordirector on March 23, 2017. This amount represents director’s fees received with respect to the stockholders,period beginning on March 23, 2017 and ending on July 12, 2017, the date of each annual stockholders meeting. Mr. Nelson was appointed as the Company’s chief executive officer and president. This appointment became effective on August 15, 2017.
(6)
Represents 5,212 RSUs granted on July 21, 2017.
(7)
Mr. Weil was elected to the Board on January 3, 2017.
Share-Based Compensation
Restricted shares issuedShare Plan
Pursuant to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. The RSP, provides us with the ability to grant awards ofwe may issue restricted shares and RSUs under specific award agreements to our directors, officers and employees (if we ever have employees), employees of the Advisor and its affiliates, employees of entities that provide services to us, directors of theour Advisor or of entities that provide services to us, certain of our consultants and certain consultants to theus and our Advisor and its affiliates or to entities that provide services to us. The total number
Under the RSP, we may issue up to 10.0% of
our outstanding shares of Common Stock
reserved for issuance under the RSP may not exceed 5.0% of our outstanding shares, and inon a fully diluted basis at any
event will not exceed 7,500,000 shares (as such number may be adjusted to stock splits, stock dividends, combinations of similar events).time. Restricted share awards entitle the recipient to receive shares of our Common Stock from us under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship us.time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions to holders of restricted shares payable in shares of our Common Stock shall beare subject to the same restrictions as the underlying restricted shares. There were 14,400
RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions and/or other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of Common Stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and/or other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. RSU award agreements generally provide for accelerated vesting of all unvested shares issuedRSUs in connection with a termination without cause from the Board of Directors or a change of control and accelerated vesting of the portion of the unvested RSUs scheduled to independent directors outstandingvest in the year of the recipient’s voluntary resignation from or failure to be re-elected to the Board of Directors.
The following table sets forth information regarding securities authorized for issuance under the RSP atas of December 31, 2014.2017:
| Plan Category | | | Number of
Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights | | | Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a)) | |
| | | | (a) | | | (b) | | | (c) | |
| Equity Compensation Plans approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Equity Compensation Plans not approved by security holders | | | | | — | | | | | | — | | | | | | 9,909,323 | | |
| Total | | | | | — | | | | | $ | — | | | | | | 9,909,323 | | |
| |
STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership of the Company’sshares of Common Stock as of April 8, 2015,13, 2018, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:
•
each person known by the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock based solely upon the amounts and percentages contained in the public filings of such persons;
•
each of the Company’s named executive officers and directors; and
•
all of the Company’s officers and directors as a group.
| | | | |
Beneficial Owner(1) | | Number of
Shares
Beneficially
Owned | | Percent of
Class |
American Realty Capital Global Trust Special Limited Partnership, LLC(2) | | | 22,222 | | | | | * |
AR Capital, LLC(3) | | | 111,111 | | | | | * |
William M. Kahane | | | — | | | | — | |
Scott J. Bowman | | | 10,594 | (4) | | | | * |
Andrew Winer | | | — | | | | — | |
Patrick Goulding | | | — | | | | — | |
P. Sue Perrotty | | | 3,000 | (4) | | | | * |
Abby M. Wenzel | | | 9,000 | (4) | | | | * |
Edward G. Rendell | | | 9,170 | (4) | | | | * |
All directors and executive officers as a group (7 persons) | | | 165,097 | (5) | | | | * |
| (1) | The business address of each individual or entity listed in the table is 405 Park Avenue, 14th Floor, New York, New York 10022. |
| (2) | American Realty Capital Global Trust Special Limited Partnership, LLC is controlled by AR Capital, LLC, which is controlled by Nicholas S. Schorsch and William M. Kahane. |
| (3) | AR Capital, LLC is controlled by Nicholas S. Schorsch and William M. Kahane. |
| (4) | Includes 3,000 restricted shares granted to each of our directors after the date of each annual stockholders meeting. Each grant vests annually over a five-year period in equal installments beginning with the anniversary of the date of such grant. |
| (5) | Includes 22,222 shares held by American Realty Capital Global Trust Special Limited Partnership, LLC. See footnote 2. |
The amounts of shares of Common Stock in this table, and elsewhere in this Proxy Statement, give effect to the reverse stock split of Common Stock that took effect on February 28, 2017.
Beneficial Owner(1) | | | Number of
Shares
Beneficially
Owned | | | Percent
of Class | |
The Vanguard Group(2) | | | | | 10,681,652 | | | | | | 15.9% | | |
Blackrock, Inc.(3) | | | | | 9,767,923 | | | | | | 14.5% | | |
Vanguard Specialized Funds – Vanguard REIT Index Fund(4) | | | | | 4,530,253 | | | | | | 6.7% | | |
| James L. Nelson | | | | | 8,000 | | | | | | * | | |
| Christopher J. Masterson | | | | | — | | | | | | — | | |
Edward M. Weil, Jr.(5) | | | | | 22,018 | | | | | | * | | |
Lee M. Elman(6) | | | | | 7,150 | | | | | | * | | |
P. Sue Perrotty(7) | | | | | 29,181 | | | | | | * | | |
Gov. Edward G. Rendell(8) | | | | | 24,608 | | | | | | * | | |
Abby M. Wenzel(9) | | | | | 24,546 | | | | | | * | | |
Scott J. Bowman(10) | | | | | 42,330 | | | | | | * | | |
Nicholas Radesca(11) | | | | | — | | | | | | — | | |
| All directors and executive officers as a group (seven persons) | | | | | 115,503 | | | | | | * | | |
*
Less than 1%.
(1)
Unless otherwise indicated, the business address of each individual or entity listed in the table is 405 Park Avenue, 14 th Floor, New York, New York 10022. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.
(2)
The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group has sole voting power over 150,651 shares, shared voting power over 85,635 shares, sole dispositive power over 10,526,542 shares and shared dispositive power over 155,110 shares. The information contained herein with respect to The Vanguard Group, Inc. is based solely on Amendment No. 3 to the Schedule 13G filed by The Vanguard Group with the SEC on February 9, 2018.
(3)
The business address of Blackrock, Inc. is 55 East 52 nd Street, New York, New York 10055. Blackrock, Inc. has sole voting power over 9,551,832 shares and sole dispositive power over 9,767,923 shares. The information contained herein with respect to Blackrock, Inc. is based solely on Amendment No. 1 to the Schedule 13G filed by Blackrock, Inc. with the SEC on April 6, 2018.
(4)
The business address for Vanguard Specialized Funds — Vanguard REIT Index Fund is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard Specialized Funds — Vanguard REIT Index Fund has
sole voting power over all of the shares that it beneficially owns. The information contained herein with respect to Vanguard Specialized Funds — Vanguard REIT Index Fund is based solely on Amendment No. 2 to the Schedule 13G filed by Vanguard Specialized Funds — Vanguard REIT Index Fund with the SEC on February 2, 2018.
(5)
Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil has a non-controlling in interest in the parent of AR Global and AR Capital, LLC (“AR Capital”), Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global or AR Capital may own or control, directly or indirectly, and Mr. Weil disclaims beneficial ownership of such shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the 19,419 and 16,481 shares of our Common Stock directly or indirectly beneficially owned by AR Global and AR Capital, respectively.
(6)
Does not include 3,711 shares of Common Stock issuable to Mr. Elman with respect to unvested RSUs which includes (i) 828 granted on December 29, 2016, which have not yet vested, and (ii) 2,883 granted on July 21, 2017, which have not yet vested.
(7)
Does not include 18,161 shares of Common Stock issuable to Ms. Perrotty with respect to unvested RSUs, which includes (i) 7,999 granted on July 13, 2015 as part of the one-time Listing award, which have not yet vested, (ii) 1,478 granted on July 13, 2015, which have not yet vested, (iii) 3,472 granted on August 18, 2016, which have not yet vested, and (iv) 5,212 granted on July 21, 2017, which have not yet vested.
(8)
Does not include 13,620 shares of Common Stock issuable to Gov. Rendell with respect to unvested RSUs, which includes (i) 7,999 granted on July 13, 2015 as part of the one-time Listing award, which have not yet vested, (ii) 818 granted on July 13, 2015, which have not yet vested, (iii) 1,920 granted on August 18, 2016, which have not yet vested, and (iv) 2,883 granted on July 2, 2017, which have not yet vested.
(9)
Does not include 13,620 shares of Common Stock issuable to Ms. Wenzel with respect to unvested RSUs, which includes (i) 7,999 granted on July 13, 2015 as part of the one-time Listing award, which have not yet vested, (ii) 818 granted on July 13, 2015, which have not yet vested, (iii) 1,920 granted on August 18, 2016, which have not yet vested, and (iv) 2,883 granted on July 21, 2017, which have not yet vested.
(10)
Mr. Bowman served as the Company’s chief executive officer and president until August 15, 2017. The information contained herein with respect to Mr. Bowman is based solely on Form 4 filed by Mr. Bowman with the SEC on April 3, 2017.
(11)
Mr. Radesca served as the Company’s chief financial officer, secretary and treasurer until November 15, 2017. The information contained herein with respect to Mr. Radesca is based solely on Form 3 filed by Mr. Radesca with the SEC on January 20, 2017.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
James L. Nelson, our chief executive officer and president, also is the chief executive officer and president of our Advisor
We and our Property Manager. Christopher J. Masterson, 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 an affiliate of AR Global. As of December 31, 2017, AR Global indirectly owned 95% of the membership interests in the Advisor and Scott J. Bowman, the Company’s former chief executive officer and president, directly owned the other 5% of the membership interests in the Advisor. Prior to his resignation as our chief executive officer and president, Mr. Bowman owned 10% of the membership interests in the Advisor and AR Global indirectly owned the other 90% of the membership interests in the Advisor. James L. Nelson, our chief executive officer and president, holds a non-controlling profit interest in the Advisor and the Property Manager. William M. Kahane, our former executive chairman of the Board, chief operating officer, treasurer and secretary, has shared control of AR Global. Mr. Weil, one of our directors, is also the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.
Merger and Letter Agreement
On August 8, 2016, the Company entered into an advisory agreementAgreement and Plan of Merger (the “Merger Agreement”) with, the Advisor, whereby the Advisor manages our day to day operations. In connection with the asset management services provided by the Advisor,among others, Global II. Global II was, like the Company causes American Realty Capitalis, sponsored and advised by an affiliate of AR Global. The Merger Agreement provided for the merger of Global II with and into a wholly subsidiary of the Company and the merger of Global II’s operating partnership (the “Global II OP”) with and into the Company’s operating partnership, Global Net Lease Operating Partnership, L.P. (the “OP”). The Merger became effective on December 22, 2016.
Upon consummation of the Merger, the Company acquired a receivable due to
issue (subjectGlobal II from Global II’s advisor. On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with the Global II advisor and AR Global, the parent of the Global II advisor, pursuant to
periodic approvalwhich the Global II advisor agreed to reimburse Global II $6.3 million, which represents the amount by
which the
boardorganization and offering costs exceeded 2.0% of
directors)gross offering proceeds in Global II’s initial public offering (the “Excess Amount”). The Letter Agreement provided for reimbursement of the Excess Amount to Global II through (1) the tender of 66,344 Class B Units of limited partnership interest of the Global II OP (“Global II Class B Units”), previously issued to the
Advisor performance-based restricted partnership unitsGlobal II advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the
OP designated as “Class B Units,” which are intended to be profit interests and will vest, and no longer be subject to forfeiture, at such time as: (a)balance of the
Excess Amount in equal cash installments over an eight-month period. The value of the
OP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plusExcess Amount was determined using 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 the Company, or the OP, shall be a party, as a result of which OP Units or the Company’s common stock shall be exchangedvaluation 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 the Company immediately prior to the occurrence of an event of the type described in clause (b) above, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of the Company's independent directors after the economic hurdle has been met. Any outstandingeach Global II Class B
Units will be forfeited immediately ifUnit based on 2.27 times the
advisory agreement is terminated for any reason other than a termination without cause. Any outstanding Class B Units will be forfeited immediately if the advisory agreement is terminated without cause by an affirmative vote30-day volume weighted average price of
a majority of our Board of Directors before the economic hurdle has been met.The Class B Units will be issued in an amount equal to the cost of the Company's assets multiplied by 0.1875%, divided by the value of oneeach share of Common Stock ason December 22, 2016. Upon consummation of the last day of such calendar quarter, which is equal initially to $22.50 and, at such time as the Company calculates per share net asset value (“NAV”), to per share NAV. When and if approved by the Board of Directors, theMerger, 66,344 Global II Class B Units are expected to be issuedwere tendered to the Advisor quarterlyCompany and the balance of the Excess Amount, or $5.1 million, became payable in arrearseight equal monthly installments beginning on January 15, 2017. AR Global unconditionally and irrevocably guaranteed Global II Advisor’s obligations to repay the monthly installments, all of which were made during the year ended December 31, 2017.
Advisory Agreement
We are externally managed by the Advisor pursuant to the terms of the
limited partnershipFourth Amended and Restated Advisory Agreement, dated June 2, 2015, among us, with the OP and the Advisor (the “Advisory Agreement’’). On August 8, 2015, the Company entered into a service provider agreement
with the Advisor and Moor Park Capital Partners LLP (the “Service Provider”), pursuant to which the Service Provider agreed to provide, subject to the Advisor’s oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performing due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. On January 16, 2018, we notified the Service Provider that it was being terminated, and this termination became effective as of March 17, 2018. Additionally, as a result of our termination of the
OP. The Advisor receives distributions onService Provider, the
vestedproperty management and
unvested Class B Units it receives in connection withleasing agreement between the Property Manager and the Service Provider terminated by its
asset management subordinated participation atown terms. As required under the
same rate as distributions received on the Company's Common Stock.During the year ended December 31, 2014, our Board of Directors approved the issuance of 682,351 Class B units to the Advisor in connection with this agreement. As of December 31, 2014, there were 705,743 Class B Units outstanding.
We also agreed to pay to the Advisor an acquisition fee equal to 1.5% of the contract purchase price of each property acquired (including our pro rata share of debt attributable to such property) and 1.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment), along with reimbursement of acquisition expenses initially fixed at and not to exceed 0.5% of the contract purchase price of each property acquired (including our pro rata share of debt attributable to such property) and 0.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment); provided, however, that in no event may the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable in respect of a particular investment or any reinvestment exceed 4.5% of the contract purchase price of each property (including our pro rata share of debt attributable to such property) or 4.5% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment). Additionally, we may reimburseAdvisory Agreement, our Advisor and its affiliates continue to manage our affairs on a
day to day basis (including management and leasing of our properties) and remain responsible for managing and providing other services with respect to our European investments. Our Advisor may engage one or more third parties to assist with these responsibilities, all subject to the terms of the Advisory Agreement.
The Advisory Agreement requires us to pay a base management fee (the “Base Management Fee”) in a minimum amount of $18.0 million per annum, payable in cash on a pro rata monthly basis at the beginning of each month, and including subsidiariesa variable fee amount equal to 1.25% of RCAP,net proceeds raised from additional equity issuances, including issuances of limited partnership units in the OP (“OP Units’’) and preferred stock, such as our NYSE-listed 7.25% Series A Cumulative Redeemable Preferred Stock, and an incentive fee (“Incentive Compensation’’), 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 $2.37 per share plus 10% of our Core AFFO in excess of $3.08 per share. The $2.37 and $3.08 incentive hurdles are eligible for legal expenses itannual increases of 1% to 3% based on a determination by a majority of our independent directors, in their good faith reasonable judgment, after consultation with the Advisor and our management. In accordance with this procedure, the incentive hurdles were increased 1% for the twelve months beginning July 1, 2016 and ending on June 30, 2017. The amounts payable to the Advisor each year are capped, based on the level of assets under management, subject to adjustment under certain circumstances.
We reimburse the Advisor or its affiliates incur in connection with the selection, evaluation and acquisition of assets, in an amount not to exceed 0.10%for expenses of the contract purchase priceAdvisor and its affiliates incurred on our behalf, except for those expenses that are specifically the responsibility of our assets. We will also reimburse the Advisor upunder the Advisory Agreement, such as fees and compensation payable to 2.0% of gross offering proceeds for organizationthe Service Provider prior to its termination and offeringthe Advisor’s overhead expenses, which may include reimbursements to our Advisor for other organizationrent and offeringtravel expenses, that it incurs for due diligenceprofessional services fees included in detailed and itemized invoices. We also will payincurred with respect to the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under any debt financing or assumed debt that we obtain and use for the acquisitionoperation of
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properties its business, insurance expenses (other than with respect to our directors and other investments.officers) and information technology expenses. We do not reimburse either our Advisor or our Property Manager for any compensation paid to individuals who also serve as our executive officers, or the executive officers of our Advisor, our Property Manager or any of their respective affiliates. In addition, these reimbursements are subject to the limitation that we will not reimburse the Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income.
No later than April 30 of each year, our independent directors are required to determine, in good faith, whether the Advisor has satisfactorily achieved annual performance standards for the immediately preceding year based primarily on actions or inactions of the Advisor, and determine the annual performance standards for the next year.
The Advisory Agreement has an initial term expiring June 1, 2035, with automatic renewals for consecutive five-year terms unless the Advisory Agreement is terminated in accordance with its
affiliates.Total acquisitionterms (1) with notice of an election not to renew at least 365 days prior to the expiration of the then-current term, (2) in connection with a change of control of us or the Advisor, (3) by the independent directors in connection with the or the Advisor's failure (based on a good faith determination by our independent directors) to meet annual performance standards for the year based primarily on actions or inactions of the Advisor, subject to notice and cure provisions, (4) with 60 days’ notice by us with cause, subject in some circumstances to notice and cure provisions, or (5) with 60 days prior written notice by the Advisor for any material default of the Advisory Agreement by us, subject to notice and cure provisions. In the event of a termination in connection with a change of control of us or the Advisor’s failure to meet annual performance standards, we would be required to pay a termination fee that could be up to 2.5 times the compensation paid to the Advisor in the previous year, plus expenses.
During the year ended December 31, 2017, pursuant to the Advisory Agreement, we paid minimum base management fees equal to $18.0 million and variable base management fees equal to $3.4 million. No Incentive Compensation was paid and $0.1 million of expense reimbursements were incurred for the year ended December 31, 20142017.
Pursuant to the Advisory Agreement, we pay the Advisor a fee based on the net gain recognized by us in connection the sale of any investment (the “Gain Fee”). The Gain Fee is equal to 15% of the amount by which the gains from the sale of investments in the applicable month exceed the losses from the sale of investments in that month unless the proceeds from such transaction or series of transactions are reinvested
in one or more investments within 180 days thereafter. The Gain Fee is calculated at the end of each month and paid, to the extent due, with the next installment of the Base Management Fee. The Gain Fee is calculated by aggregating all of the Gains and Losses from the preceding month. During the year ended December 31, 2017, we reinvested proceeds of $30.3 million and sold one property which resulted in a reduction to the Gain Fee of $0.8 million. As of December 31, 2017, the Gain Fee due to the Advisor was approximately $49,000.
Multi-Year Outperformance Agreement
In connection with the Listing, the Company entered into the Second Amended and Restated 2015 Advisor Multi-Year Outperformance Adjustment (the “OPP”) with the OP and the Advisor. Under the OPP, the Advisor was issued 3,013,933 long term incentive plan units (“LTIP Units’’) in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the OP.
Pursuant to the OPP, the Advisor is eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of June 2, 2015, the date of the Listing (the “Effective Date”), based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Periods”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:
| | | | Performance
Period | | | Annual
Period | | | Interim
Period | |
Absolute Component: 4% of any excess Total
Return attained above an absolute hurdle
measured from the beginning of such
period: | | | | | 21% | | | | | | 7% | | | | | | 14% | | |
Relative Component: 4% of any excess Total
Return attained above the Total Return for
the performance period of the Peer
Group*, subject to a ratable sliding scale
factor as follows based on achievement of
cumulative Total Return measured from
the beginning of such period: | | | | |
•
100% will be earned if cumulative Total Return achieved is at least: | | | | | 18% | | | | | | 6% | | | | | | 12% | | |
•
50% will be earned if cumulative Total Return achieved is: | | | | | —% | | | | | | —% | | | | | | —% | | |
•
0% will be earned if cumulative Total Return achieved is less than: | | | | | —% | | | | | | —% | | | | | | —% | | |
•
a percentage from 50% to 100%
calculated by linear interpolation will be
earned if the cumulative Total Return
achieved is between: | | | 0% – 18% | | | 0% – 6% | | | 0% – 12% | |
*
The “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc.
The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period is based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period is based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Three-Year Period will be forfeited. As of June 2, 2017 (end of the Two-Year Period) and June 2, 2016 (end of the first One-Year Period), no LTIP units were $32.9 million. Financing coordination fees incurredearned by the Advisor under the terms of the OPP with the Three-Year Period remaining during which the LTIP Units may be earned.
Subject to the Advisor’s continued service through each vesting date, one-third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as an LTIP Unit is earned in accordance with the provisions of the OPP, the holder of such LTIP Unit is entitled to distributions on such LTIP Unit equal to 10% of the distributions (other than distributions of sale proceeds) made per OP Unit. If real estate assets are sold and net sales proceeds distributed prior to June 2, 2018, the end of the Three-Year Period, the holders of LTIP Units generally would be entitled to a portion of those net sales proceeds with respect to both the earned and unearned LTIP Units (although the amount per LTIP Unit, which would be determined in accordance with a formula in the limited partnership agreement of the OP, would be less than the amount per OP Unit until the average capital account per LTIP Unit equals the average capital account per OP Unit). The Company has paid $0.6 million in distributions related to LTIP Units during the year ended December 31,
2014 were $6.5 million. For2017. After the
year ended December 31, 2014, we incurred from our Advisor and our Dealer Manager and their respective affiliates $16.9 million of offering costs and reimbursements.In addition, the parent of our Sponsor is partyLTIP Units are fully earned, they are entitled to a servicescatch-up distribution at the end of the Three-Year Period equal to the accrued distributions earned during the Three-Year Period, less distributions paid during the Three-Year Period. After this catch-up distribution, the LTIP Units would be entitled to the same distributions as the OP Units. At the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement with RCS Advisory Services, LLC (“RCS Advisory”), pursuant to which RCS Advisoryof the OP. The OPP provides for early calculation of LTIP Units earned and its affiliates provide us and certain other companies sponsoredfor the accelerated vesting of any earned LTIP Units in the event Advisor is terminated by the parentCompany, or in the event the Company incurs a change of our Sponsor with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services among others) on a time and expenses incurred basis or at a flat rate based on services performed. The services covered by this agreement exclude any services providedcontrol, in connection with a liquidation event or otherwise outside the ordinary course of business, which many be provided pursuant to a separate agreement and fee arrangement. The Company has entered into such agreements. See “— Dealer Manager.” We are party to a transfer agency agreement with ANST pursuant to which ANST provides us with transfer agency services (including broker and shareholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent.
The amounts received by RCS Advisory and ANST for services performed on behalf of the Companyeither case prior to the close of our offering on June 30, 2014 described in the preceding paragraph are included in the $16.9 million of offering costs and reimbursements incurred from our Advisor and its affiliates described above. With respect to the period after the close of our offering, total transfer agent and other professional fees incurred from RCS Advisory and ANST were $0.6 million for the year ended December 31, 2014. The $100,000 we expect to pay for proxy solicitation services provided by RCS and ANST in connection with this proxy statement are not included in this amount.
RCS, RCS Advisory and ANST are wholly owned subsidiaries of RCAP, a public company listed on the New York Stock Exchange which is under common control with the parent of our Sponsor.
Scott J. Bowman, our chief executive officer, is the chief executive officerend of the Advisor. Andrew Winer, our president and chief investment officer, is the president and chief investment officer of the Advisor. Patrick J. Goulding, our chief financial officer, treasurer and secretary, is the chief financial officer, treasurer and secretary of the Advisor.
For the ownership interests of the Company’s current and former officers and directors in the parent company ofThree-Year Period.
Property Manager
Pursuant to property management agreements with our Property Manager,
see “— Dealer Manager” below.the Property Manager
Pursuant to a provides property management agreement, we pay our Property Managerand leasing services for properties owned by the Company, for which the Company pays fees distributions and expense reimbursements, including an oversight fee equal to: (i) with respect to 1.0%stand-alone, single-tenant net leased properties which are not part of thea shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the property managed, forproperties managed.
For services inrelated to overseeing property management and leasing services provided by any person or entity that is not an affiliate of ourthe Property Manager. Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the applicable property. This oversight fee is no longer applicable to 12 of the Company’s properties which became subject to separate property management agreements with the Property Manager in October 2017 on otherwise identical terms to the existing property management agreement, which remained applicable to all other properties.
Solely with respect to
our investment activitiesthe Company’s investments in properties located in Europe,
ourprior to its termination, the Service Provider
or other entity providing property management services with respectreceived a portion of the fees payable to
such investments is paid:the Advisor equal to: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager
receiveswas paid 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a
50% split of the oversight fee with the Service
Provider or an affiliated entity providing European property management services. Such fees are deducted from fees payable to the Advisor, pursuant to the service provider agreement.Scott J. Bowman, our chief executive officer, is the chief executive officer of our Property Manager. Andrew Winer, our president and chief investment officer, is the president and chief investment officer of the Property Manager. Patrick J. Goulding, our chief financial officer, treasurer and secretary, is the chief financial officer, treasurer and secretary of our Property Manager.
Provider.
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For the ownership interests of the Company’s current and former officers and directors in the parent company of the Property Manager, see “— Dealer Manager” below.
Dealer Manager
We have entered into a dealer manager agreement with our Dealer Manager. We paid to our Dealer Manager 7% of the gross offering proceeds from our ongoing initial public offering, except that no selling commissions were paid on shares sold under our distribution reinvestment plan. Our Dealer Manager reallowed all of the selling commission to participating broker-dealers. Alternatively, a participating broker-dealer was permitted to elect to receive a fee equal to 7.5% of gross proceeds from the sale of shares by such participating broker-dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale, in which event, a portion of the dealer manager fee will be reallowed such that the combined selling commission and dealer manager fee do not exceed 10% of gross proceeds of our primary offering. Our Dealer Manager was required to repay to the Company any excess amounts received over FINRA’s 10% cap if the offering was abruptly terminated before reaching the maximum amount of offering proceeds, which did not occur. Additionally, we paid to our Dealer Manager a dealer manager fee equal to 3% of the gross offering proceeds of our primary offering; we did not pay a dealer manager fee with respect to sales under our distribution reinvestment plan. Our Dealer Manager was permitted to reallow all or part of the dealer manager fee to participating broker-dealers. During the year ended December 31, 2014,2017, the Company incurred $148.4Advisor elected to forgive $1.2 million to our Dealer Manager for commissionsof property management fees, and dealer manager$4.2 million of property management fees of which approximately $101.4 million was paid directly to participating broker-dealers per our Dealer Manager’s instruction and an additional $15.3 million was reallowed to participating broker dealers.
In connection with providing strategic advisory services related to certain portfolio acquisitions, the Company has entered into arrangements in which the investment banking division of the Dealer Manager receives a transaction fee of 0.25% of the Transaction Value for such portfolio acquisition transactions. Pursuant to such arrangements to date, the Transaction Value has been defined as: (i) the value of the consideration paid or to be paid for all the equity securities or assets in connection with the sale transaction or acquisition transaction (including consideration payable with respect to convertible or exchangeable securities and option, warrants or other exercisable securities and including dividends or distributions and equity security repurchases made in anticipation of or in connection with the sale transaction or acquisition transaction), or the implied value for all the equity securities or assets of the Company or acquisition target, as applicable, if a partial sale or purchase is undertaken, plus (ii) the aggregate value of any debt, capital lease and preferred equity security obligations (whether consolidated, off-balance sheet or otherwise) of the Company or acquisition target, as applicable, outstanding at the closing of the sale transaction or acquisition transaction), plus (iii) the amount of any fees, expenses and promote paid by the buyer(s) on behalf of the Company or the acquisition target, as applicable. Should the Dealer Manager provide strategic advisory services related to additional portfolio acquisition transactions, the Company will enter into new arrangements with the Dealer Manager on such terms as may be agreed upon between the two parties.
Effective March 1, 2013, the Company entered into an 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.
In connection with providing strategic advisory services in evaluating strategic alternatives, the Company has entered into an agreement with the Dealer Manager pursuant to which the investment banking division of the Dealer Manager may receive certain transaction fees in the event of a listing, merger or similar transaction.
Nicholas S. Schorsch, formerly our chief executive officer and chairman of the Board, and William M. Kahane, a director and former executive chairman, indirectly own a majority of the voting interests of our Dealer Manager. Edward M. Weil, Jr., formerly our president, chief operating officer, treasurer, secretary and
were incurred.
Investment Allocation Agreement
We are party to an investment opportunity allocation agreement with AFIN. Pursuant to the allocation agreement, each opportunity to acquire one or more domestic office or industrial properties will be presented first to us, and
chief executive officereach opportunity to acquire one or more domestic retail or distribution properties will be presented first to AFIN, and
director ofwill be presented to us only after AFIN has determined not to acquire the
public parent company that owns our Dealer Manager.The parent company of our Dealer Manager is under common control with our Sponsor, and our Property Manager and Advisor are owned directly or indirectly by our Sponsor. Our Sponsor is controlled by Nicholas S. Schorsch, formerly our chief executive officer and chairman of the Board, and William M. Kahane, a director and former executive chairman.
property.
Indemnification Agreements
We have entered into an indemnification agreement with each of our directors and officers,
and certain former directors and officers,
the Advisor and certain of its affiliates, providing for indemnification
of such directors and officers consistent with the provisions of our
charter.charter and Maryland law. No amounts have been paid by us
pursuant to these
individuals pursuant to the indemnification
agreementagreements through April
28, 2015.16, 2018.
Affiliated Transaction Best Practices Policy
In March 2011, our Dealer Manager adopted best practices guidelines related
Pursuant 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’sAR Global’s affiliated transaction best practices policy, incorporating the Dealer Manager’s best practices guidelines, pursuant to which was approved by our Board, we may not enter into any co-investments or any other business transaction with, or provide funding or make loans to, directly or indirectly, any investment program or other entity sponsored by the 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 of pari 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
of our Advisor in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and our Advisor or any of its affiliates.
In order to reduce or eliminate certain potential
Our conflicts
of interest,committee reviews the
current Company’s charter contains a number of restrictions or we have adopted policies relating to: (1)material transactions
we enter into with our Sponsor, our directors, our officers,between our Advisor,
AR Global and
its affiliates, and certain of our stockholders, (2) certain future offerings, and (3) allocation of investment opportunities among investment programs sponsored directly or indirectly by the parent of our Sponsor. Some of these restrictions and policies are set forth below:We will not purchase or lease properties in which our Sponsor, our Advisor, any of our directors, any of our officers, any of their respective affiliates, or certain ofon the one hand, and us, on the other hand. The conflicts committee has determined that all our stockholders has an interest,transactions with our Advisor, AR Global and their respective affiliates during the year ended December 31, 2017 were fair and were approved in accordance with the applicable Company policies. See “Board Of Directors, Executive Officers and Corporate Governance — Conflicts Committee.”
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| | unless (1) a majority of the directors not otherwise interested in such transaction, including a majority of the independent directors, that such transaction is fair and reasonable to us and (2) the transaction is at a price to us no greater than the cost of the property to the seller or lessor unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such property at an amount in excess of its appraised value. We will not sell or lease properties to our Sponsor, our Advisor, any of our directors, any of our officers, any of their respective affiliates or certain of our stockholders unless a majority of the directors, including a majority of the independent directors, not otherwise interested in the transaction determines that the transaction is fair and reasonable to us. |
We will not make any loans to our Sponsor, our Advisor, any of our directors, any of our officers, any of their respective affiliates or certain of our stockholders, except that we may make or invest in mortgage, bridge or mezzanine loans involving our Sponsor, our Advisor, our directors, our officers, their respective affiliates or certain of our stockholders if an appraisal of the underlying property is obtained from an independent appraiser and the transaction is approved as fair and reasonable to us and on terms no less favorable to us than those available from third parties. In addition, our Advisor, any of our directors, any of our officers, any of their respective affiliates or certain of our stockholders will not make loans to us or to joint ventures in which we are a joint venture partner unless approved by a majority of the directors not otherwise interested in the transaction, including a majority of the independent directors, as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.Our Advisor and its affiliates will be entitled to reimbursement, at cost, for actual expenses incurred by them on behalf of us or joint ventures in which we are a joint venture partner; provided, however, that our Advisor must reimburse us for the amount, if any, by which our total operating expenses paid during the previous year exceeded the greater of: (i) 2% of our average invested assets for that year; and (ii) 25% of our net income, before any additions to reserves for depreciation, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that year.
Before our Advisor may take advantage of an investment opportunity for its own account or recommend it to others our Advisor is obligated to present such opportunity to us if (a) such opportunity is compatible with our investment objectives and policies, (b) such opportunity is of a character which could be taken by us, and (c) we have the financial resources to take advantage of such opportunity.
If an investment opportunity becomes available that is suitable, under all of the factors considered by our Advisor, for both us and one or more other entities affiliated with our Advisor and for which more than one of such entities has sufficient uninvested funds, then the entity that has had the longest period of time elapse since it was offered an investment opportunity will first be offered such investment opportunity. It will be the duty of our Board of Directors, including the independent directors, to insure that this method is applied fairly to us. In determining whether or not an investment opportunity is suitable for more than one program, our Advisor, subject to approval by our Board of Directors, shall examine, among others, the following factors:
the anticipated cash flow of the property to be acquired and the cash requirements and anticipated cash flow of each program;
the effect of the acquisition both on diversification of each program’s investments by type of property, geographic area and tenant concentration;
the policy of each program relating to leverage of properties;
the income tax effects of the purchase to each program;
the size of the investment; and
the amount of funds available to each program and the length of time such funds have been available for investment.
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If a subsequent development, such as a delay in the closing of such investment or a delay in the construction of a property, causes any such investment, in the opinion of our Board of Directors and our Advisor, to be more appropriate for a program other than the program that committed to make the investment, our Advisor may determine that another program affiliated with our Advisor or its affiliates will make the investment. Our Board of Directors has a duty to ensure that the method used by our Advisor for the allocation of the acquisition of investments by two or more affiliated programs seeking to acquire similar types of assets is applied fairly to us.
We will not accept goods or services from our Advisor or its affiliates or enter into any other transaction with our Advisor or its affiliates unless a majority of our directors, including a majority of the independent directors, not otherwise interested in the transaction approve such transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.
The Audit Committee of the Board of Directors has furnished the following report on its activities during the
fiscal year ended December 31,
2014.2017. 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,
2014.2017.
We have discussed with the independent
auditorsregistered public accounting firm the matters required to be discussed by Statement on Auditing Standards No.
16,1301, Communication with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight
Board in Rule 3200T.Board.
We have received the written disclosures and the letter from the independent
accountantregistered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent
accountant'sregistered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent
accountantregistered public accounting firm the independent
accountant'sregistered 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,
2014.2017.
Audit Committee
P. Sue Perrotty (Chair)
Lee M. Elman
Abby M. Wenzel
Edward G. Rendell
PROPOSAL NO. 1 —
ELECTION OF DIRECTORS
Our Board of Directors is currently composed of six members, of which four are independent directors. Our bylaws provide that the number of directors may not be less than one, which is the minimum number required by the MGCL, nor more than 15. In accordance with our charter, the Board of Directors is divided into three classes of directors. At the Annual Meeting, two Class I directors will be elected to serve until our 2021 Annual Meeting and until their successors are duly elected and qualify. Each director serves for a term of three years, until the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors.
The Board of Directors has nominated Edward G. Rendell and Abby M. Wenzel as nominees for election as Class I directors at the Annual Meeting, to serve until our 2021 Annual Meeting and until their successors are duly elected and qualify. Edward G. Rendell and Abby M. Wenzel currently serve as Class I directors of the Company.
The proxy holder named on the proxy card intends to vote “FOR” the election of Edward G. Rendell and Abby M. Wenzel as Class I directors. The election of each of Edward G. Rendell and Abby M. Wenzel requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting, provided that a quorum is present. Abstentions and broker non-votes, if any, will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
We know of no reason why Edward G. Rendell or Abby M. Wenzel will be unable to serve if elected. If, at the time of the Annual Meeting, Edward G. Rendell or Abby M. Wenzel should become unable to serve, shares represented by proxies will be voted for any substitute nominee designated by the Board of Directors. No proxy will be voted “FOR” a greater number of persons than the number of nominees described in this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EDWARD G. RENDELL AND ABBY M. WENZEL AS CLASS I DIRECTORS, TO SERVE, UNTIL THE COMPANY’S 2021 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.
PROPOSAL NO. 2 —
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED ACCOUNTING FIRM
The audit committee of the Board of Directors has selected and appointed
PricewaterhouseCoopers LLP (“PwC”)PwC as our independent registered public accounting firm to audit our consolidated financial statements for
2015. Grant Thornton LLP (“Grant Thornton”), an independent registered public accounting firm, hadthe year ending December 31, 2018. PwC has audited our consolidated financial statements
from July 13, 2011 (date of inception) through theevery year
ended December 31, 2013. On January 13, 2015, we dismissed Grant Thornton and engaged PwC to audit our consolidated financial statements forsince 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.
Although ratification by stockholders is not required by law or by our
charter or bylaws,
theour audit committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time if the audit committee believes that such a change would be in the best interests
of the
Company and its stockholders.Company. If our stockholders do not ratify the appointment of PwC, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of
an independent
auditors.registered public accounting firm.
A representative of PwC will attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
The aggregate fees
billed (or expected to be billed) to us for professional services rendered by PwC,
were incurredall of which have been approved by the Audit Committee, for and during the
yearyears ended December 31,
2014 because we did not engage PwC until January 2015.Audit Fees
PwC’s audit fees billed were $670,000 for the year ended207 and December 31, 20142016, are as follows:
Audit Fees
Professional services relating to audits of our annual consolidated financial statements and
Grant Thornton’sinternal controls over financial reporting, reviews of our quarterly SEC filings, issuance of a comfort letter and consents, income tax provision procedures, purchase price accounting procedures and review of proxy and other registration statements in connection with the merger, and other audit
fees billed were $80,789 for the year ended December 31, 2013.Audit Related Fees
There were noservices related to a statutory audit relatedrequirement. Aggregate fees for the years ended December 31, 20142017 and 2013.
December 31, 2016 were $1.5 million and $1.7 million respectively.
Audit Related Fees
Audit and other assurance related services relating to individual real estate properties that are required under local tax law. Aggregate fees for the year ended December 31, 2017 and December 31, 2016 were $37,000 and $26,000, respectively.
There were no tax fees billed for the years ended December 31, 20142017 and 2013 as part of the audit.
December 31, 2016.
There were no other fees billed for the years ended December 31, 2014 or 2013.2017 and December 31, 2016.
Pre-Approval Policies and Procedures
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PRE-APPROVAL POLICIES AND PROCEDURES
In considering the nature of the services provided by the independent auditor,registered public accounting firm, the Audit Committeeaudit committee determined that such services are compatible with the provision of independent audit services. The Audit Committeeaudit committee discussed these services with the independent auditorregistered public accounting firm and the Company’s management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the related requirements of the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services rendered by Grant Thornton and PwC were pre-approved by the Audit Committee.
audit committee.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERSTOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT AUDITOR.REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who beneficially own more than 10% of the Common Stock of the Company to file initial reports of ownership of such securities and reports of changes in ownership of such securities with the SEC. Such officers, directors and 10% stockholders of the Company are also required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based
To our knowledge, based solely on the Company’sour review of the copies of such forms received by it with respectreports furnished to us and written representations that no other reports were required during the year ended December 31, 2014,2017, all reportsSection 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed on a timely basis.satisfied.
In making these statements, we have relied upon examination of the copies of Forms 3, 4, and 5, and amendments to these forms, provided to us and the written representations of our directors, executive officers, and ten percent stockholders.
The Board of Directors adopted a Code of Business Conduct and Ethics effective
as of April 8, 2015on February 17, 2016 (the “Code of Ethics”), which is applicable to the directors, officers and employees of the Company and its subsidiaries and affiliates. The Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations.
The Code of Ethics is available on the Company’s website at www.globalnetlease.com by clicking on “Investor Relations — Corporate Governance — Code of Business Conduct and Ethics.” You may also obtain a copy of the Code of Ethics by writing to our secretary at: American Realty Capital Global Trust,Net Lease, Inc., 405 Park Avenue, 144th Floor, New York, New York 10022, Attention: PatrickChristopher J. Goulding.Masterson. A waiver of the Code of Ethics for our chief executive officer, chief financial officer, chief accounting officer or controller may be made only by the Board of Directors or the appropriate committee of the Board of Directors and will be promptly disclosed to the extent required by law. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on our website or in a report on Form 8-K. A waiver of the Code of Ethics for all other employees may be made only by our chief executive officer, chief operating officer or general counsel and shall be discussed with the Board of Directors or a committee of the Board of Directors as appropriate.
Our Board of Directors does not intend to present for consideration at the Annual Meeting or any postponement or adjournment thereof any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for consideration at the meeting, either of the persons named in the proxy, acting individually and without the other, will vote thereon pursuant to the discretionary authority conferred by the proxy.his or her discretion.
STOCKHOLDER PROPOSALS FOR THE
20162019 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
2016 annual meeting of stockholders,2019 Annual Meeting, the proposal must be received at our principal executive offices
no later thanby 5:00 p.m., Eastern Time, on December
30, 2015.17, 2018. Any proposal received after
the applicable time in the previous sentencesuch date will be considered untimely.
Stockholder Proposals and Nominations for Directors to Be Presented at Meetings
For any proposal that is not submitted for inclusion in our proxy material for the
2019 Annual Meeting but is instead sought to be presented directly at that meeting,
Rule 14a-4(c) under the Exchange Act permits our management to exercise discretionary voting authority under proxies it solicits unless we receive timely notice of the proposal
must be submitted in accordance with the procedures set forth in our bylaws. Under our bylaws, for a stockholder proposal to be properly submitted for presentation at
our 2015 annual meeting of stockholders,the 2019 Annual Meeting, our secretary must receive written notice of the proposal at our principal executive offices during the period beginning on November
30, 201517, 2018 and ending at 5:00 p.m., Eastern Time, on December
30, 2015. Any proposal received after the applicable time in the previous sentence will be considered untimely.17, 2018. Additionally, a stockholder proposal must contain
certain information specified in our bylaws.
All nominations must also comply with
the Company’s Charter.our bylaws. All proposals should be sent via registered, certified or express mail to our secretary at our principal executive offices at:
American Realty Capital Global
Trust,Net Lease, Inc., 405 Park Avenue,
144th Floor, New York, NY 10022, Attention:
Patrick J. GouldingSecretary (telephone: (212) 415-6500).
By Order of the Board of Directors,
/s/
PatrickChristopher J.
GouldingPatrickMastersonChristopher J. GouldingMasterson
Chief Financial Officer, Treasurer and Secretary
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYE46088-P07660For Against AbstainSCAN TOVIEW MATERIALS & VOTE wVOTE BY INTERNET - www.proxyvote.com/GNL or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information up until 11:59 P.M. Eastern Time the day before the cut-off dateor meeting date. Follow the instructions to obtain your records and to create anelectronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Haveyour proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.GLOBAL NET LEASE, INC.405 PARK AVE., 4TH FLOORNEW YORK, NY 100222. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year endingDecember 31, 2018.1a. Edward G. Rendell1b. Abby M. WenzelNOTE: Such other business as may properly come before the meeting or any adjournment thereof.The Board of Directors recommends you vote FOR thefollowing proposals:1. Election of DirectorsNominees for Class I Directors:GLOBAL NET LEASE, INC.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer.
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E46089-P07660Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com/GNL.GLOBAL NET LEASE, INC.Annual Meeting of StockholdersMay 15, 2018 1:00 p.m.This proxy is solicited by the Board of DirectorsThe undersigned stockholder of Global Net Lease, Inc., a Maryland corporation (the "Company"), hereby appointsJames L. Nelson and Christopher J. Masterson, and each of them, as proxies for the undersigned with full power of substitutionin each of them, to attend the Annual Meeting of Stockholders of the Company to be held at The Core Club, located at66 E. 55th Street, New York, New York on May 15, 2018, commencing at 1:00 p.m., local time, and any and all postponementsor adjournments thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwiseto represent the undersigned, at such Annual Meeting and all postponements or adjournments thereof, with all power possessedby the undersigned as if personally present and to vote in his discretion on such matters as may properly come before the AnnualMeeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanyingproxy statement, which is hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.When this proxy is properly executed, the votes entitled to be cast by the undersigned stockholder will be cast inthe manner directed on the reverse side. If this proxy is executed but no direction is made, the votes entitled to becast by the undersigned stockholder will be cast "FOR" each of the Proposals, as more particularly described in theproxy statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder onany other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.At the present time, the Board of Directors knows of no other matters to be presented at the Annual Meeting.Continued and to be signed on reverse side
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