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

Welcome to the Annual Meeting of Stockholders. [ We'll connect ], please. I am Jim Nelson, Chief Executive Officer and President of the company. I will be presiding over this virtual meeting. You will find the proxy statement, our annual report, today's agenda and the 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 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. Christopher Woods of American Election Services, on behalf of our proxy solicitation firm, Broadridge, has been appointed by the Board of Directors 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. At this time, I call the meeting to order at exactly 11:05 a.m.

As noted in the notice of annual meeting and proxy statement previously mailed to you, the record date for determining stockholders entitled to notice of and to vote at this meeting was fixed by the Board of Directors at the close of business on February 16, 2021. An affidavit of distribution has been delivered by Broadridge to show that notice of this meeting was given in a timely manner on or about February 26, 2021, with 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 annual meeting, proxy statement and 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 76,726,066 shares of common stock or approximately 84.6% 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 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. There are various proposals. Let me go through them now. Proposal 1, the election of Class 1 directors. The first item is Class 1 directors. The number of directors has been established at 7 and in no event fewer than 1 or more than 15. 3 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 and until his or her successor is duly elected and qualified. Class 1 directors elected today will hold office until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified. The nominees are listed in the proxy statement and on the agenda. The Board of Directors recommend the following Class 1 nominees for reelection: M. Therese Antone, Edward G. Rendell and Abby M. Wenzel. The 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 as the company's independent registered accounting firm to audit our financial statements for 2021. Although ratification by stockholders is not required by law or by our bylaws, the Audit Committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if their appointment is ratified, the Audit Committee, in its discussion, may select a different independent registered public accounting firm at any time that the Audit Committee believes that such a change would be in the best interest of the company. If our stockholders do not ratify the appointment of PricewaterhouseCoopers, the Audit Committee will take that back into consideration together with such other factors it deems relevant in determining its next selection of independent directors. The Board of Directors recommends a ratification in the appointment of PwC as the company's independent registered accounting firm for 2021. Ratification and appointment of PwC as the company's independent registered accounting firm requires a majority of the votes cast at the meeting. The third business -- item of business today is a nonbinding advisory vote on named executive officer compensation. This proposal, as a say-on-pay proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers as disclosed in the proxy statement. The Board of Directors recommends approval of this nonbinding advisory resolution. Approval of this nonbinding advisory resolution requires an affirmative vote of a majority of the votes cast with respect to this proposal. The fourth item of business today is a nonbinding advisory vote on the frequency of future nonbinding advisory votes on executive compensation. This proposal, known as a say-on-frequency proposal, gives our stockholders the opportunity to express your views on future say-on-pay votes as disclosed in the proxy statements. The Board of Directors recommends its stockholders vote for 3 years in the nonbinding vote. None of the alternatives may receive a majority of the votes cast on this proposal. If that occurs, our Board of Directors will consider the frequency that receives the highest number of votes as the choice of the stockholders. The fifth item of business today is the approval of the 2021 omnibus incentive compensation plan known as the individual plan. This proposal adopts a new individual plan to replace the company's existing restricted share plan as disclosed in the proxy statement. The Board of Directors recommends approval of the individual plan. Approval of the individual plan requires an affirmative vote, the majority of the votes cast with respect to this proposal. The final item of business today is the approval of the 2021 omnibus adviser incentive compensation plan, known as the adviser plan. This proposal adopts a new adviser plan to replace the company's existing restricted share plan, as disclosed in the proxy statement. The Board of Directors recommends approval of the adviser plan, and the approval of the plan requires the affirmative vote of the majority of the votes cast with respect to this proposal. Because no other proposals on the agenda to come before this meeting, we will move on to the voting. You have provided your proxy card. Your shares will be voted accordingly. The polls are now open at 11:11 a.m. Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the voting button on the web portal and following the instructions here -- there. Stockholders who have sent in proxies or voted via telephone or 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. So we'll pause for a moment to allow for voting to occur. [Voting]

The time is 11:13. Now that everyone has had an opportunity to vote, I declare the polls closed at 11:13 a.m. today, April 12, 2021, and ask the inspector of election to tabulate the ballots. The inspector has informed us the preliminary vote report shows that the Class 1 director nominees have been duly elected as follows: M. Therese Antone with 29,038,094 votes; Edward G. Rendell with 6,605,724 votes; Abby M. Wenzel with 9,568,795 votes. The appointment of PwC has been ratified with 76,252,226 votes. The nonbinding say-on-pay advisory vote has not been approved with about 46,180,100. The nonbinding say-on-frequency vote has been approved with 52,000 -- 52,409,456 votes for the 1-year option. The individual plan has been adopted with 47,293,358 votes. The adviser plan has been adopted with 47,240,187 votes. We will be reporting the final vote results in the Form 8-K to be filed within 4 business days. That concludes all necessary voting at this meeting.

Based upon the passage of proposals 1, 2, 4 and 5 and the rejection of proposal 3, do I have a motion from the Board for adjournment of the meeting? Are the Board members on mute?

So moved.

Second.

Okay. You heard the motion to adjourn the meeting. All those members of the Board in favor, say aye. [Voting]

Aye.

Aye.

All those members of the Board opposed, say no. The motion is carried. I declare the meeting to be officially adjourned at 11:15 a.m., April 12, 2021. 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 that we do not get to can be addressed by contacting our Investor Relations department at (866) 902-0063. So I understand there are no questions. So our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of the company.