Broadstone Net Lease (BNL) investors back board, pay and auditor at 2026 meeting

Rhea-AI Filing Summary

Broadstone Net Lease, Inc. held its 2026 annual meeting of stockholders on April 30, 2026. As of the March 2, 2026 record date, 191,588,366 common shares were entitled to vote. Stockholders elected nine directors to serve until the 2027 annual meeting.

They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The company will continue holding an annual advisory “say on pay” vote.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 191,588,366 shares Say-on-pay votes for: 144,609,797.08 votes Say-on-pay votes against: 4,657,397.00 votes +3 more

6 metrics

Shares entitled to vote 191,588,366 shares Common stock outstanding as of March 2, 2026 record date

Say-on-pay votes for 144,609,797.08 votes Non-binding advisory approval of executive compensation

Say-on-pay votes against 4,657,397.00 votes Non-binding advisory approval of executive compensation

Auditor ratification votes for 159,836,447.00 votes Ratification of Deloitte & Touche LLP for fiscal year 2026

Auditor ratification votes against 5,845,490.00 votes Ratification of Deloitte & Touche LLP for fiscal year 2026

Director votes for (Laurie A. Hawkes) 147,520,874.31 votes Election to board until 2027 annual meeting

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, say on pay

4 terms

broker non-votes financial

"There were no broker non-votes on this proposal."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

say on pay financial

"In accordance with the Board’s prior determination to hold an advisory “say on pay” vote every year"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Understanding 8-K Material Events →

FALSE000142418200014241822026-04-012026-04-01

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): April 30, 2026

BROADSTONE NET LEASE, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-39529

26-1516177

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

207 High Point Drive Suite 300

Victor, New York

14564

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 287-6500

(Former Name or Former Address, if Changed Since Last Report)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00025 par value

BNL

The 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 5.07 - Submission of Matters to a Vote of Security Holders.

On April 30, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 2, 2026, the record date for the Annual Meeting, there were 191,588,366 shares of the Company’s common stock, $0.00025 par value per share (the “Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. Each such outstanding share of Common Stock entitled its holder to cast one vote on each proposal to be voted on during the Annual Meeting.

At the Annual Meeting, the Company’s stockholders (i) elected nine directors to the Board of Directors of the Company (the “Board”) to serve until the Company’s 2027 annual meeting of stockholders, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposals are described in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2026. The final voting results for each proposal are set forth below.

Proposal 1: Election of Directors

The officer holding the proxies solicited in connection with the Annual Meeting voted the shares as designated on the proxy, or if no such designation was made, in favor of the election of the nominees. At the Annual Meeting, the shareholders elected each of the nine director nominees, by the vote indicated below, to serve as a director until the Company’s 2027 annual meeting of stockholders, or until his or her respective successor is duly elected and qualified:

Nominee			Votes For			Votes Against			Abstained			Broker Non-Votes
Laurie A. Hawkes			147,520,874.31			2,084,471.00			158,381.00			16,804,836.69
John D. Moragne			148,382,676.31			928,685.00			452,365.00			16,804,836.69
Michael A. Coke			147,456,473.31			1,808,972.00			498,281.00			16,804,836.69
Jessica Duran			146,201,338.31			3,066,090.00			496,298.00			16,804,836.69
Laura Felice			145,924,049.31			3,340,997.00			498,680.00			16,804,836.69
Richard Imperiale			146,658,470.31			2,606,974.00			498,282.00			16,804,836.69
David M. Jacobstein			144,869,391.31			4,480,973.00			413,362.00			16,804,836.69
Joseph Saffire			148,216,528.31			1,048,103.00			499,095.00			16,804,836.69
James H. Watters			144,605,203.31			4,724,179.00			434,344.00			16,804,836.69

Proposal 2: Say on Pay

At the Annual Meeting, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The table below sets forth the voting results for this proposal:

Votes For			Votes Against			Abstained			Broker Non-Votes
144,609,797.08			4,657,397.00			496,532.24			16,804,836.69

In accordance with the Board’s prior determination to hold an advisory “say on pay” vote every year, subject to stockholder approval, and the stockholders' indication that their preferred frequency is also to hold a “say on pay” vote every year, the Company will maintain its previously adopted annual “say on pay” policy.

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

Votes For			Votes Against			Abstained
159,836,447.00			5,845,490.00			886,626.00

There were no broker non-votes on this proposal.

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INDEX TO EXHIBITS

Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

									BROADSTONE NET LEASE, INC.
Date:			May 1, 2026			By:			/s/ John D. Callan, Jr.
									Name: John D. Callan, Jr. Title: Senior Vice President, General Counsel and Secretary

FAQ

What did Broadstone Net Lease (BNL) stockholders approve at the 2026 annual meeting?

Stockholders elected nine directors, approved on a non-binding basis executive compensation, and ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026. These actions confirm the board slate, support current pay practices, and endorse the chosen external auditor for the upcoming fiscal year.

How many Broadstone Net Lease (BNL) shares were entitled to vote at the 2026 annual meeting?

A total of 191,588,366 shares of common stock were issued, outstanding, and entitled to vote as of March 2, 2026. Each share carried one vote on each proposal, forming the basis for quorum and the voting outcomes reported for directors, compensation, and auditor ratification.

How did Broadstone Net Lease (BNL) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory proposal on named executive officer compensation with 144,609,797.08 votes for, 4,657,397.00 against, and 496,532.24 abstentions, plus 16,804,836.69 broker non-votes. This indicates overall support for the company’s current executive pay practices at the 2026 annual meeting.

What were the auditor ratification results for Broadstone Net Lease (BNL) in 2026?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 159,836,447.00 votes for, 5,845,490.00 against, and 886,626.00 abstentions. There were no broker non-votes recorded on this proposal during the annual meeting.

Will Broadstone Net Lease (BNL) continue holding annual say-on-pay votes?

Yes. The board had determined to hold an advisory say-on-pay vote every year, subject to stockholder approval, and stockholders indicated their preferred frequency is also annual. As a result, the company will maintain its previously adopted annual say-on-pay policy going forward.

How many director nominees were elected at Broadstone Net Lease’s (BNL) 2026 meeting?

Nine director nominees were elected to the board to serve until the 2027 annual meeting, or until their successors are duly elected and qualified. Each nominee received more votes for than against, with additional broker non-votes reported, confirming shareholder support for the full slate.

Filing Exhibits & Attachments

3 documents

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