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): May 31, 2017
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.) |
405 Park Avenue, 4th Floor
New York, New York 10022 |
(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)) |
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2017, Global Net Lease, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 56,462,619 shares of the Company’s common stock, out of a total number of 66,451,066 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, stockholders voted on (i) the election of Edward M. Weil, Jr., Lee M. Elman, James L. Nelson, P. Sue Perrotty, Edward G. Rendell and Abby M. Wenzel to the Company’s Board of Directors to serve until the 2018 annual meeting of stockholders and until their respective successor is duly elected and qualified and (ii) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
The stockholders elected all six nominees for director and ratified the appointment of PwC. No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting. The full results of the matters voted on at the Annual Meeting are set forth below:
Proposal 1 – Election of Directors
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
| Edward M. Weil, Jr. | 22,067,416 | 3,212,518 | 209,372 | 30,973,313 |
| Lee M. Elman | 21,784,541 | 3,487,849 | 216,916 | 30,973,313 |
| James L. Nelson | 24,599,038 | 675,034 | 215,234 | 30,973,313 |
| P. Sue Perrotty | 21,633,182 | 3,630,240 | 225,884 | 30,973,313 |
| Edward G. Rendell | 21,490,486 | 3,782,828 | 215,992 | 30,973,313 |
| Abby M. Wenzel | 21,802,405 | 3,460,737 | 226,164 | 30,973,313 |
Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 55,345,205 | 741,975 | 375,439 | * |
* No broker non-votes arose in connection with Proposal No. 2 due to the fact that the matter was not considered a non-routine matter under New York Stock Exchange rules.
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.
| Date: May 31, 2017 | By: | /s/ Scott J. Bowman |
| | | Scott J. Bowman | |
| | | Chief Executive Officer and President | |
