NewLake Capital Partners, Inc.
For the period ended Jun 6, 2024. Filed Apr 25, 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.
Jun 6, 2024 · Filed Apr 25, 2024
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DEF 14A 1 newlakecapitalpartnersincp.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 Registrant o
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 under Rule 14a-12 |
NEWLAKE CAPITAL PARTNERS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, 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. |
50 Locust Ave, First Floor Suite 8
April 25, 2024
Dear Fellow Stockholders:
On behalf of the board of directors and management, I cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NewLake Capital Partners, Inc. (the “Company”, “NLCP” or “NewLake”). The Company’s principal executive office is located at 50 Locust Ave, First Floor, Suite 8, New Canaan, CT 06840. The Annual Meeting will be held at 11:00 a.m. Eastern Time on June 6, 2024 through a virtual web conference at www.virtualshareholdermeeting.com/NLCP2024. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.
We have included with this letter a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about NewLake from documents we have filed with the Securities and Exchange Commission (the “SEC”).
We are delivering our proxy statement and annual report pursuant to the SEC rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this delivery method expedites stockholders’ receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about April 25, 2024, we will mail to our stockholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.
You are being asked at the Annual Meeting to elect directors named in this proxy statement, to ratify the retention of BDO USA, P.C. as our independent registered public accounting firm and to transact any other business properly brought before the meeting.
Your vote is important. We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the board of directors and in accordance with the recommendations of the board of directors on the other proposals by following the voting instructions contained in the proxy statement.
On behalf of the board of directors, we thank you for your ongoing support and investment in our Company.
Sincerely,
Anthony Coniglio
President, Chief Executive Officer and Director
50 Locust Ave, First Floor, Suite 8
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| TIME AND DATE | 11:00 a.m. (Eastern Time) on June 6, 2024 |
|---|---|
| Online check in will be available beginning 10:45a.m. (Eastern Time). Please allow ample time for the on-line check-in process. | |
| PLACE | Our Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/NLCP2024. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the Proxy Materials, on your proxy card, or any additional voting instructions accompanying these proxy materials. |
| ITEMS OF BUSINESS | (1)To consider and vote upon the election of seven directors nominated by our board of directors, each to serve until the 2025 Annual Meeting and until his or her successor is duly elected and qualifies;(2)To consider and vote upon the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm for NLCP for the fiscal year ending December 31, 2024; and(3)To transact such other business as may properly be brought before the Annual Meeting and any adjournment, postponement or continuation thereof. |
| RECORD DATE | In order to vote, you must have been a stockholder of record at the close of business on April 10, 2024 (the “Record Date”) or a holder of a valid proxy from a stockholder of record as of the Record Date. |
| HOW TO VOTE: | IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING. |
By Order of the board of directors,
Lisa Meyer
Chief Financial Officer, Treasurer and Secretary
Date: April 25, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 6, 2024.
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
PROXY STATEMENT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024:
The Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2023 are also available on NewLake Capital Partners, Inc.’s website, https://www.newlake.com. Information on or connected to this website is not deemed to be a part of this Proxy Statement.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1. ELECTION OF DIRECTORS | 7 |
| Nominees for Election | 7 |
| Commitment to Good Corporate Governance | 9 |
| Director Criteria and Qualifications | 10 |
| Director Independence | 10 |
| Role of the Board of Directors in Risk Oversight | 11 |
| Board Leadership Structure | 11 |
| Corporate Governance Guidelines | 11 |
| Board Committees | 11 |
| Annual Board Evaluations | 14 |
| Anti-Hedging Policy | 14 |
| Code of Business Conduct and Ethics | 15 |
| Clawback Policy | 15 |
| Corporate Responsibility and Sustainability | 15 |
| Environmental Responsibility | 15 |
| Social Responsibility | 15 |
| Corporate Governance | 16 |
| Human Capital Resource Management | 16 |
| Communications with the Board of Directors | 16 |
| PROPOSAL NO. 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| Audit Fees | 18 |
| Audit Committee Report | 18 |
| OTHER MATTERS | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| EXECUTIVE OFFICERS | 23 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 24 |
| Review, Approval or Ratification of Transactions with Related Persons | 24 |
| Investor Rights Agreement | 24 |
| Grant of Option to Purchase Shares of our Common Stock | 24 |
| Registration Rights | 24 |
| Employment Agreements | 25 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 26 |
| Compensation of Named Executive Officers | 26 |
| Base Salary | 26 |
| Annual Cash Bonuses | 26 |
| Equity-Based Awards | 27 |
| Summary Compensation Table | 28 |
| Comprehensive Compensation Policy | 28 |
| Outstanding Equity Awards at Fiscal Year-End | 29 |
| Employment Agreements of our Current Named Executive Officers | 29 |
| Director Compensation | 32 |
| Director Compensation Program | 32 |
| Equity Compensation Plan Information | 33 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS | 34 |
2024 ANNUAL MEETING OF STOCKHOLDERS
NewLake Capital Partners, Inc. is furnishing this Proxy Statement in connection with our solicitation of proxies to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held on June 6, 2024, at 11:00 am Eastern Time. The Annual Meeting will be a completely ‘‘virtual meeting’’ of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting (www.virtualshareholdermeeting.com/NLCP2024) and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. We are providing this Proxy Statement and the enclosed proxy card to our stockholders commencing on or about April 25, 2024.
Unless the context suggests otherwise, references in this Proxy Statement to “NewLake,” “NLCP,” “Company,” “we,” “us” and “our” are to NewLake Capital Partners, Inc., a Maryland corporation, together with our consolidated subsidiaries, including NLCP Operating Partnership, LP, a Delaware limited partnership of which we are the sole general partner and through which we conduct substantially all of our business (our “Operating Partnership”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.