Shareholders of Global Net Lease (NYSE: GNL) approve board, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Global Net Lease, Inc. reported the results of its 2026 annual shareholder meeting, where stockholders elected eight directors to serve until the 2027 annual meeting. Support levels for nominees ranged from about 135.2 million to 151.5 million votes in favor, with broker non-votes recorded on each item.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 179,564,468 votes for and 1,151,933 against. In addition, they approved a non-binding advisory resolution on executive compensation, with 145,876,071 votes for and 6,366,683 against.

Following the previously disclosed retirements of P. Sue Perrotty and Governor Edward Rendell from the Board, the company reassigned committee roles. Lisa D. Kabnick joined the Audit and Finance Committees, and Dr. M. Therese Antone joined the Nominating and Corporate Governance Committee. The Board determined Ms. Kabnick is independent for Audit Committee service under Rule 10A-3 and New York Stock Exchange standards.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for highest-supported director: 151,518,868 votes Votes for lowest-supported director: 135,211,852 votes Auditor ratification for votes: 179,564,468 votes +4 more

7 metrics

Votes for highest-supported director 151,518,868 votes Election of Lisa D. Kabnick at 2026 annual meeting

Votes for lowest-supported director 135,211,852 votes Election of Leslie D. Michelson at 2026 annual meeting

Auditor ratification for votes 179,564,468 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Auditor ratification against votes 1,151,933 votes Opposing the appointment of PricewaterhouseCoopers LLP

Say-on-pay for votes 145,876,071 votes Non-binding advisory approval of named executive officer compensation

Say-on-pay against votes 6,366,683 votes Non-binding advisory vote on executive compensation

Broker non-votes on say-on-pay 28,319,940 votes Non-binding advisory compensation resolution at 2026 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory resolution, Rule 10A-3, +2 more

6 terms

broker non-votes financial

"The final voting results for the proposals submitted ... include broker non-votes."

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.

independent registered public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

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.

non-binding advisory resolution financial

"Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

Rule 10A-3 regulatory

"Ms. Kabnick qualifies as “independent” for service on the Board’s Audit Committee in accordance with both Rule 10A-3 under the Exchange Act"

Nominating and Corporate Governance Committee financial

"Dr. M Therese Antone to the Board’s Nominating and Corporate Governance Committee to replace Governor Rendell."

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Compensation Committee financial

"Compensation Committee | | Dr. M. Therese Antone (Chair), Michael J.U. Monahan, Stanley R. Perla"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Understanding 8-K Material Events →

05/26/2026 - 04:15 PM

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 21, 2026

Global Net Lease, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-37390		45-2771978
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

650 Fifth Avenue, 30th Floor
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (332) 265-2020

(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:

¨	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 Symbol(s)	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 5.07. Submission of Matters to a Vote of Security Holders.

Global Net Lease, Inc. (the “Company”) held its annual meeting of stockholders on May 21, 2026 (the “2026 Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting are as follows:

Proposal 1: Election of eight directors to hold office until the 2027 annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify:

	Votes	Votes	Broker
Director	For	Withheld	Non-Votes
Edward M. Weil, Jr.	146,655,208	6,177,855	28,319,940
Dr. M. Therese Antone	149,304,208	3,528,855	28,319,940
Lisa D. Kabnick	151,518,868	1,314,195	28,319,940
Robert I. Kauffman	143,168,957	9,664,106	28,319,940
Leslie D. Michelson	135,211,852	17,621,211	28,319,940
Michael J.U. Monahan	151,454,102	1,378,961	28,319,940
Stanley R. Perla	151,418,507	1,414,556	28,319,940
Leon C. Richardson	149,933,480	2,899,583	28,319,940

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

			Broker
Votes For	Votes Against	Abstentions	Non-Votes
179,564,468	1,151,933	436,602	̶

Proposal 3: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the 2026 Annual Meeting:

			Broker
Votes For	Votes Against	Abstentions	Non-Votes
145,876,071	6,366,683	590,309	28,319,940

In connection with the previously-disclosed retirement of P. Sue Perrotty and Governor Edward Rendell from the Board of Directors of the Company (the “Board”), effective immediately following the 2026 Annual Meeting, the Board appointed (i) Lisa Kabnick to the Board’s Audit Committee to replace Ms. Perrotty, and (ii) Dr. M Therese Antone to the Board’s Nominating and Corporate Governance Committee to replace Governor Rendell. The Board has determined that Ms. Kabnick qualifies as “independent” for service on the Board’s Audit Committee in accordance with both Rule 10A-3 under the Exchange Act and the listing standards of the New York Stock Exchange.

Set forth below is the current composition of the Board committees following the 2026 Annual Meeting:

Board Committee		Committee Membership
Audit Committee		Stanley R. Perla (Chair), Lisa D. Kabnick, Leon C. Richardson
Compensation Committee		Dr. M. Therese Antone (Chair), Michael J.U. Monahan, Stanley R. Perla
Finance Committee		Robert I. Kauffman (Chair), Lisa D. Kabnick, Michael J.U. Monahan, Edward M. Weil, Jr.
Nominating and Corporate Governance Committee		Leslie D. Michelson (Chair), Dr. M. Therese Antone, Leon C. Richardson

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: May 26, 2026	By:	/s/ Edward M. Weil, Jr.
	Name:	Edward M. Weil, Jr.
	Title:	Chief Executive Officer and President (Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Global Net Lease (GNL) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors, ratified PricewaterhouseCoopers LLP as 2026 auditor, and approved a non-binding advisory vote on executive compensation. Each proposal received strong support, with large majorities voting in favor and broker non-votes recorded on the non-routine items.

How did Global Net Lease (GNL) shareholders vote on the 2026 director elections?

Shareholders elected eight directors, with votes for individual nominees ranging from 135,211,852 to 151,518,868. Each nominee also received millions of withheld votes and 28,319,940 broker non-votes, but all secured sufficient support to serve until the 2027 annual meeting.

What were the 2026 auditor ratification results for Global Net Lease (GNL)?

Stockholders ratified PricewaterhouseCoopers LLP as Global Net Lease’s independent registered public accounting firm for 2026, with 179,564,468 votes for, 1,151,933 against, and 436,602 abstentions. As an auditor ratification, there were no broker non-votes reported on this proposal.

How did Global Net Lease (GNL) shareholders vote on executive compensation in 2026?

Shareholders approved a non-binding advisory resolution on named executive officer compensation, with 145,876,071 votes for, 6,366,683 against, and 590,309 abstentions. There were also 28,319,940 broker non-votes because this say-on-pay proposal is considered non-routine for brokerage voting purposes.

What Board committee changes did Global Net Lease (GNL) make after the 2026 meeting?

Following the retirements of P. Sue Perrotty and Governor Edward Rendell, the Board appointed Lisa D. Kabnick to the Audit and Finance Committees and Dr. M. Therese Antone to the Nominating and Corporate Governance Committee. The Board also determined Ms. Kabnick is independent for Audit Committee service.

Who serves on Global Net Lease (GNL) Board committees after the 2026 annual meeting?

After the meeting, the Audit Committee includes Stanley R. Perla (Chair), Lisa D. Kabnick, and Leon C. Richardson. Other committees are chaired by Dr. M. Therese Antone (Compensation), Robert I. Kauffman (Finance), and Leslie D. Michelson (Nominating and Corporate Governance), with designated members listed.

Filing Exhibits & Attachments

4 documents