Global Net Lease Inc

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Global Net Lease, Inc.

650 Fifth Avenue, 30 th Floor

New York, New York 10019

PROXY STATEMENT

The accompanying proxy is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), for use at the 2024 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting” or “2024 Annual Meeting”), which is scheduled to be held at 1:00 p.m. Eastern Time on May 23, 2024, and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report to Stockholders for the year ended December 31, 2023 (our “2023 Annual Report”). References in this Proxy Statement to “we,” “us,” “our,” or like terms also refer to the Company, and references in this Proxy Statement to “you” refer to the stockholders of the Company. Mailing of paper copies of the accompanying Notice of Annual Meeting of Stockholders, this Proxy Statement and the accompanying proxy card will begin on or about April 23, 2024.

At the Annual Meeting, you will be asked to consider and vote upon (1) the election of seven persons to serve on our Board each to serve until the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and until their respective successors are duly elected and qualify, (2) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024, (3) a proposal to adopt a non-binding advisory resolution approving the executive compensation for our named executive officers as described herein (the “Say on Pay”), (4) a proposal to adopt a non-binding advisory resolution on the frequency of the non-binding advisory resolution regarding the compensation of our named executive officers (the “Say on Frequency”) and (5) the transaction of such other matters as may properly come before the Annual Meeting. The Board of Directors has fixed the close of business on April 18, 2024 as the record date (the “Record Date”) for the Annual Meeting. Only record holders of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting