Global Net Lease, Inc. (GNL) Earnings Call Transcript & Summary

Good day. Welcome to the Global Net Lease Annual Meeting of Stockholders. I will now turn the conference over to Jim Nelson, Chief Executive Officer and President.

Good afternoon, everyone, and welcome to the Annual Meeting of Stockholders of Global Net Lease, Inc. I'm Jim Nelson, Chief Executive Officer and President of the company, and I will be presiding over this virtual meeting. You will find the proxy statement, our annual report, today's agenda and rules of conduct available to you on the web portal. If you wish to ask a question following the conclusion of the official portion of the meeting, you may do so in the designated field on the web portal following the conclusion of the formal meeting. As stated in the rules of conduct, please limit your remarks to the proposals set forth in the company's proxy statement. Before turning to the formal items of business, I would like to introduce the following people who are present on behalf of the company: Chris Masterson, our CFO; Sue Perrotty, our non-Executive Chair of the Board; Mike Weil; Sister Therese Antone, our new Audit Committee Chair; Abby Wenzel; Governor Edward Rendell; and Lee Elman. One of our internal counsels will act as Secretary and timekeeper of the meeting. John Holewa of American Election Services, on behalf of our proxy solicitation firm, Broadridge, has been appointed by the Board of Directors to ask as the inspector -- to act as the inspector of elections. Also in attendance are additional internal counsel and external counsel to the company as well as representatives of our external auditors, PricewaterhouseCoopers LLP. I now call the meeting to order at 3:02 p.m.

As noted in the notice of annual meeting and the proxy statement previously mailed to you, the record date for determining stockholders entitled to notice of and could vote at this meeting was fixed by the Board of Directors at the close of business on February 14, 2020. An affidavit of distribution has been delivered by Broadridge to show that a notice of this meeting was given in a timely manner on or about February 28, 2020, to all stockholders of record as of the record date. The list of stockholders as of the record date will be filed with the records of the company, and a copy of the notice of the annual meeting, the proxy statement and the affidavit of distribution will be incorporated into the minutes of this meeting. We are informed by the inspector that there are represented in person or by proxy 77,209,187 shares of common stock or approximately 86.3% of all shares entitled to vote at this meeting. Based upon the percentage of the total shares of the company held by holders of record now present at the meeting or either in person or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. Let me go through the proposals. Proposal 1 is the election of the Class 3 directors. The number of directors has been established at 7, and a no event fewer than 1 or more than 15. 2 directors are to be elected today. There is no cumulative voting in the election of our directors. Each director is elected by the affirmative vote of a plurality of all the votes cast at this meeting, including votes cast by proxy. The Board of Directors is divided into 3 classes of directors. Each director serves until the Annual Meeting of Stockholders held in the third year following the year of his or her election until his or her successor is duly elected and qualified. Class 3 directors elected today will hold office until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified. The nominees are listed in the proxy statement and on the agenda. And the Board of Directors recommends the following Class 3 nominees for reelection: James L. Nelson and Edward M. Weil, Jr. Our company has an advanced notice provision in its bylaws. Accordingly, all nominations are closed. The second item of business today is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered accounting firm to audit our financial statements for 2020. While the ratification by stockholders is not required by law or by our bylaws, the Audit Committee believes that submission of its election to stockholders is a matter of good corporate covenants. 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 interest of the company. If a stockholder did not ratify the appointment of PwC, the Audit Committee will take that back into consideration together with such other factors that deemed relevant in determining its next selection of independent auditors. The Board of Directors recommends a ratification of the appointment of PwC as the company's independent registered accounting firm for 2020. The ratification of the appointment of PwC requires a majority of the votes cast at this meeting. Because no other proposal is on the agenda to come before this meeting, we will move on to voting. If you have provided your proxy card, your shares will be voted accordingly. Polls are now open. I have at 3:05 p.m. Any stockholder who haven't yet voted or who wishes to change their vote may do so by clicking on the Voting button on their web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or the Internet and do not want to change their vote do not need to take any further action. No ballots or proxies or revocations thereof or changes thereto will be accepted after the polls are closed. We'll now pause for voting. [Voting]

Now that everyone has had an opportunity to vote, I declare the polls now closed at 3:07 p.m. today, March 25, 2020. And I ask that the inspectors collect and tabulate the ballots. The inspector has informed us that the preliminary vote report shows that the Class 3 director nominees have been duly elected as follows: James L. Nelson with 44,449,616 votes, and Edward M. Weil, Jr. with 40,103,435 votes. And the appointment of PwC has been ratified with 76,568,797 votes. We will be reporting the final reports -- the final results in our Form 8-K to be filed within 4 business days. That concludes all necessary voting at this meeting. I'll turn it back to you, Jim.

Thank you, James. Based upon the passage of Proposal 1 and Proposal 2, do I have a motion from the Board for adjournment of the meeting?

So moved.

Thank you, Sue. Does anyone from the Board second?

Second.

Thank you, Abby. You have -- all in favor, say aye.

Aye.

Aye.

Aye.

Are there any opposed to adjourning the meeting? Say no. None being said, I now -- the motion is carried. I declare the meeting to be officially adjourned at 3:08 p.m., March 25, 2020. This concludes the official portion of the annual meeting. I will now open the floor to questions from stockholders of record submitted today on the web portal. Please remember to follow the Rules of Conduct as only questions that are germane to the meeting will be addressed. Any questions on matters of individual concern to a stockholder can be raised separately after the annual meeting by contacting our Investor Relations department at (866) 902-0063. All right. Well, there hasn't been any questions submitted, so our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of the company.

The conference has now concluded. We thank you for attending, and you may now disconnect your lines.