UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2021
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 001-37390 | | 45-2771978 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | | Trading Symbols | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | GNL | | New York Stock Exchange |
| 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | | GNL PR A | | New York Stock Exchange |
| 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | GNL PR B | | New York Stock Exchange |
| Preferred Stock Purchase Rights | | true | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
2018 OPP
As previously disclosed, Global Net Lease, Inc. (the “Company”) and its operating partnership entered into a multi-year outperformance agreement with Global Net Lease Advisors, LLC (the “Advisor”) in July 2018 (as amended, the “2018 OPP”), pursuant to which the Advisor was issued 2,554,930 long-term incentive plan units of limited partnership interest in the Company’s operating partnership (“LTIP Units”). In connection with the end of the performance period under the 2018 OPP on June 2, 2021, the compensation committee of the Company’s board of directors determined on June 14, 2021 that the Company had achieved certain performance goals set forth in the 2018 OPP and thereby approved the earning and vesting of 858,031 Absolute TSR Award LTIPs (as defined in the 2018 OPP) and 1,277,465 Relative TSR Award LTIPs (as defined in the 2018 OPP), as calculated by an independent consultant engaged by the compensation committee. The remaining 419,434 LTIP Units were automatically forfeited without the payment of any consideration by the Company or its operating partnership.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GLOBAL NET LEASE, INC. |
| | | |
| Date: June 16, 2021 | By: | /s/ James L. Nelson |
| | | Name: James L. Nelson |
| | | Title: Chief Executive Officer and President |
