Broadstone Net Lease, Inc.
For the period ended Mar 20, 2026. Filed Mar 20, 2026.
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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 20, 2026 · Filed Mar 20, 2026
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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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | 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, April 30, 2026 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, 2026; 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 March 2, 2026 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 20, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026Our Annual Report for the fiscal year ended December 31, 2025, 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 20, 2026, we mailed or
otherwise made available to our stockholders of record at the close of business on March 2, 2026 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, 2025. 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 |
|---|---|
| 2025 HIGHLIGHTS | 5 |
| CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 6 |
| CORPORATE GOVERNANCE | 7 |
| Corporate Governance Highlights | 7 |
| Board Structure | 8 |
| Board Leadership Structure | 8 |
| Director Independence | 9 |
| Meetings of the Board of Directors | 9 |
| Communicating with the Board of Directors | 9 |
| Committees of the Board | 9 |
| Oversight of Risk Management by the Board of Directors and Its Standing Committees | 12 |
| Identification of Director Nominees | 13 |
| Director Orientation and Continuing Education | 14 |
| Director Stock Ownership Policy | 14 |
| Code of Ethics and Business Conduct Policy, Corporate Governance Guidelines, and Anti-Bribery & Anti-Corruption Policy | 14 |
| Insider Trading Policy and Procedures | 14 |
| Policy Prohibiting Hedging and Pledging of Company Stock | 14 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 15 |
| Directors Skills, Qualifications, and Attributes | 15 |
| Director Nominee Biographies | 18 |
| PROPOSAL NO. 2: SAY ON PAY | 23 |
| COMPENSATION OF DIRECTORS | 24 |
| EXECUTIVE OFFICERS OF THE COMPANY | 25 |
| EXECUTIVE COMPENSATION | 29 |
| Compensation Discussion & Analysis | 29 |
| Determining Executive Compensation | 31 |
| Fiscal 2025 Compensation Program in Detail | 35 |
| 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 | 58 |
|---|---|
| PAY VERSUS PERFORMANCE DISCLOSURE | 59 |
| Pay Versus Performance Table | 59 |
| Analysis of the Information Presented in the Pay Versus Performance Table | 60 |
| BENEFICIAL OWNERSHIP | 63 |
| Security Ownership of Certain Beneficial Owners and Management | 63 |
| Delinquent Section 16(a) Reports | 64 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 65 |
| AUDIT COMMITTEE REPORT | 66 |
| PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 |
| OTHER MATTERS | 69 |
| HOUSEHOLDING OF PROXY MATERIALS | 70 |
| PROPOSALS FOR NEXT ANNUAL MEETING | 71 |
| 1 | 2026 Proxy Statement |
207 High Point Drive, Suite 300
Victor, New York 14564
PROXY STATEMENT FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.