Broadstone Net Lease Inc
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 22, 2024 · Filed Mar 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
BROADSTONE NET LEASE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statements, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
207 High Point Drive, Suite 300
Victor, New York 14564
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | Thursday, May 2, 2024 at 1:00 p.m., Eastern Time | |
|---|---|---|
| Place: | Online at www.proxydocs.com/BNL | |
| Items of Business: | 1.To elect directors to our Board of Directors for the ensuing year;2.To approve, in a non-binding advisory vote, the compensation of our named executive officers as further described in this Proxy Statement; 3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and4.To transact such other matters as may properly come before the meeting or any adjournment or postponement thereof. | |
| Record Date: | Stockholders as of the close of business on Friday, March 1, 2024 are entitled to vote. | |
| Proxy Voting: | You can authorize a proxy to vote your shares: | |
| Internet | By visiting www.proxydocs.com/BNL | |
| Phone | By calling 1-866-390-5372 | |
| By signing and returning your proxy card if you received paper materials |
For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank, or other nominee. Regardless of whether you expect to attend the meeting, please vote your shares ahead of time by authorizing a proxy to vote your shares in one of the ways outlined above. If, after providing voting instructions, you later decide to change your vote, you may do so by (i) delivering a written statement to the Secretary of the Company stating that the proxy is revoked, which must be received prior to the Annual Meeting; (ii) submitting a subsequent proxy with a later date (provided such proxy is received prior to the Annual Meeting); or (iii) attending the Annual Meeting virtually and voting electronically during the Annual Meeting. Your subsequent proxy authorization will supersede any proxy authorization you previously made.
By Order of the Board of Directors of Broadstone Net Lease, Inc.,
John D. Callan, Jr.
SVP, General Counsel, and Secretary
March 22, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024 Our Annual Report for the fiscal year ended December 31, 2023, the Notice of Annual Meeting of Stockholders, this Proxy Statement, and a form of proxy are available at www.proxydocs.com/BNL.
We are pleased to comply with rules adopted by the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet. On or about March 22, 2024, we mailed or otherwise made available to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report for the fiscal year ended December 31, 2023. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the Internet.
Internet distribution of our proxy materials is designed to ensure faster receipt of such materials by our stockholders, lower the cost of the Annual Meeting and is more environmentally friendly than mailing materials. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability.
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
|---|---|
| 2023 HIGHLIGHTS | 5 |
| CORPORATE RESPONSIBILITY | 6 |
| Corporate Governance Highlights | 6 |
| Environmental Stewardship | 7 |
| Social Responsibility | 8 |
| CORPORATE GOVERNANCE | 10 |
| Board Structure | 10 |
| Board Leadership Structure | 10 |
| Director Independence | 10 |
| Meetings of the Board of Directors | 11 |
| Communicating with the Board of Directors | 11 |
| Committees of the Board | 11 |
| Oversight of Risk Management by the Board of Directors and Its Standing Committees | 15 |
| Identification of Director Nominees | 15 |
| Director Orientation and Continuing Education | 16 |
| Director Stock Ownership Policy | 16 |
| Code of Ethics and Business Conduct Policy, Corporate Governance Guidelines, and Anti-Bribery & Anti-Corruption Policy | 16 |
| Policy Prohibiting Hedging and Pledging of Company Stock | 16 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 17 |
| Directors Skills, Qualifications and Attributes | 17 |
| Director Nominee Biographies | 19 |
| PROPOSAL NO. 2: SAY ON PAY | 24 |
| COMPENSATION OF DIRECTORS | 25 |
| EXECUTIVE OFFICERS OF THE COMPANY | 27 |
| EXECUTIVE COMPENSATION | 30 |
| Compensation Discussion & Analysis | 30 |
| Determining Executive Compensation | 32 |
| Fiscal 2023 Compensation Program in Detail | 36 |
| Other Compensation Related Policies | 41 |
| Compensation Committee Report | 42 |
| Summary Compensation Table | 43 |
| Grant of Plan-Based Awards | 44 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 44 |
| Outstanding Equity Awards Table for Fiscal Year End | 47 |
| Stock Vested and Settled | 48 |
| Potential Payments in Event to Termination or Change in Control | 48 |
| Securities Authorized for Issuance under Equity Compensation Plans | 52 |
|---|---|
| CEO PAY RATIO | 59 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 60 |
| Pay Versus Performance Table | 60 |
| Analysis of the Information Presented in the Pay Versus Performance Table | 61 |
| BENEFICIAL OWNERSHIP | 65 |
| Security Ownership of Certain Beneficial Owners and Management | 65 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 67 |
| AUDIT COMMITTEE REPORT | 68 |
| PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 69 |
| OTHER MATTERS | 71 |
| HOUSEHOLDING OF PROXY MATERIALS | 72 |
| PROPOSALS FOR NEXT ANNUAL MEETING | 73 |
207 High Point Drive, Suite 300
Victor, New York 14564
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.