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): October 20, 2023
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) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | 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 |
| 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | GNL PR D | | New York Stock Exchange |
| 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | GNL PR E | | 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.
The Board of Directors of Global Net Lease, Inc. (the “Company”) has updated the membership and committee chairs of its standing committees. As part of these changes, (i) P. Sue Perrotty will remain on the Nominating and Corporate Governance Committee and has resigned as Chair, Abby Wenzel has rotated off of the Nominating and Corporate Governance Committee, and Lisa Kabnick and Leslie Michelson have been appointed to the Nominating and Corporate Governance Committee, with Mr. Michelson as Chair, (ii) Ms. Wenzel has rotated off of the Audit Committee and Ms. Kabnick has been appointed to the Audit Committee, and (iii) Governor Edward Rendell will remain on the Compensation Committee and has resigned as Chair, Stanley Perla and Mr. Michelson have been appointed to the Compensation Committee, and Ms. Wenzel has been appointed Chair of the Compensation Committee.
Set forth below is a list of the directors of the Company’s Board and committee memberships as of October 20, 2023 following the changes described above:
| Name | | Age | | Position(s) | | Committee Membership |
| P. Sue Perrotty | | 69 | | Independent Director, Non-Executive Chair | | Audit Committee, Conflicts Committee, Nominating and Corporate Governance Committee |
| M. Therese Antone | | 83 | | Independent Director | | Audit Committee, Conflicts Committee |
| Lisa D. Kabnick | | 68 | | Independent Director | | Audit Committee, Nominating and Corporate Governance Committee |
| Leslie D. Michelson | | 72 | | Independent Director | | Nominating and Corporate Governance Committee (Chair), Compensation Committee |
| James L. Nelson | | 73 | | Co-Chief Executive Officer,
President, and Director | | |
| Stanley R. Perla | | 80 | | Independent Director | | Audit Committee (Chair), Compensation Committee |
| Edward G. Rendell | | 79 | | Independent Director | | Compensation Committee, Conflicts Committee, Nominating and Corporate Governance Committee |
| Edward M. Weil | | 56 | | Co-Chief Executive Officer and
Director | | |
| Abby M. Wenzel | | 63 | | Independent Director | | Compensation Committee (Chair) |
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: October 20, 2023 | By: | /s/ James L. Nelson |
| | | Name: James L. Nelson |
| | | Title: Co-Chief Executive Officer and President |
