Global Net Lease Inc

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INTRODUCTORY NOTE

On September 12, 2023, we completed the merger with The Necessity Retail REIT, Inc. and its related operating partnership referred to herein as “RTL” as well as the merger with our former advisor, Global Net Lease Advisors, LLC (the “GNL Advisor”), our former property manager, Global Net Lease Properties, LLC (the “GNL Property Manager”), and RTL’s former advisor, Necessity Retail Advisors, LLC (the “RTL Advisor”), and property manager, Necessity Retail Properties, LLC (the “RTL Property Manager”). We refer to the merger with RTL and its related operating partnership as the “REIT Merger.” The merger with the former advisors and property managers is referred to as the “Internalization Merger” and together with the REIT Merger are referred to as the “Mergers.” We made various payments in connection with the Mergers as detailed further herein. See the discussion contained in “Certain Relationships and Related Transactions.”

As a result of the Internalization Merger, we became internally-managed which means that we now employ and pay our executive officers and other persons in our own dedicated workforce. As a result, we adopted various compensation arrangements for our employees. See “Executive Compensation” for more detail. We no longer pay fees to any of the former advisors or property managers, all of whom are affiliates of Bellevue Capital Partners LLC (“Bellevue”).

As a result of the Internalization Merger, Bellevue became the owner of over 10% of our Common Stock and was granted certain rights to nominate a director. See “Board of Directors, Executive Officers and Corporate Governance” for more information.

We also implemented a number of important governance changes concurrent with the Mergers. One of the changes involved “declassifying” our Board. We elected to no longer be subject to Section 3-803 of the MGCL unless approved by the affirmative vote of at least a majority of the votes cast on the matter by our stockholders. As a result of the declassification, as the terms of the directors in each class expire, the successors to the directors in that class will be elected without classification. Specifically, at the time the Mergers closed, the size of our Board was increased by three directors. Two of the persons were added to the class of directors which are standing for election at the 2024 Annual Meeting and one person was added to the class standing for election at the 2025 Annual Meeting. As previously disclosed, to facilitate its declassification, at the closing of the REIT Merger each of James L. Nelson and Edward M. Weil resigned from their positions as Class III directors. These positions would not have been up for election until the annual meeting of stockholders in 2026 (the “2026 Annual Meeting”). Messrs. Nelson and Weil were each reappointed to the Board. Mr. Nelson subsequently resigned from the Board effective March 31, 2024 in connection with his previously disclosed retirement. Mr. Weil serves until the 2024 Annual Meeting and until his successor is duly elected and qualifies. Mr. Weil has been nominated by the Board for reelection at the 2024 Annual Meeting. At the Annual Meeting, you will be voting to elect seven out of nine directors to serve until the 2025 Annual Meeting and until their successors are duly elected and qualify. By the 2025 Annual Meeting, our Board will be fully declassified and all directors will be elected to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.