Net Lease Office Properties
For the period ended Jun 16, 2025. Filed Apr 17, 2025.
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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 16, 2025 · Filed Apr 17, 2025
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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 (Amendment No. )
| 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 |
| Net Lease Office Properties | |
|---|---|
| (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 the appropriate box): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Notice of Annual Meeting of Shareholders
April 17, 2025
Date and Time
Monday, June 16, 2025
10:00 a.m. Eastern Time
Location
Virtual*
Items of Business
n Elect Two Class I Trustees for a two-year term;
n Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2025; and
n Transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
Only shareholders who owned shares at the close of business on April 14, 2025 are entitled to vote at the meeting. Net Lease Office Properties ("NLOP" or the "Company") is furnishing the proxy materials for the Annual Meeting electronically using the Internet through the mailing to our shareholders of a Notice of Internet Availability of Proxy Materials, or the Notice and Access Card. The Company first made available the attached Proxy Statement, proxy card and its Annual Report on Form 10-K for the year ended December 31, 2024 ("Annual Report") to shareholders on or about April 23, 2025.
By Order of the Board of Trustees
Susan C. Hyde
Chief Administrative Officer and Corporate Secretary
Net Lease Office Properties
395 9th Avenue, 58th Floor
New York, NY 10001
- The format of our 2025 Annual Meeting of Shareholders will be virtual-only. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. To attend, participate in and/or vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/NLOP2025, shareholders must enter the 16-digit control number found on their proxy card or voting instruction form or notice.
| How to Vote | |||
| Internet | Phone | QR Code | |
Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting.
You may vote your shares by using the telephone or through the Internet, as described on the proxy card or voting instruction form or notice. You may also vote your shares by marking your votes on the proxy card or voting instruction form or notice, signing and dating it and mailing it in the business reply envelope provided. If you attend the virtual Annual Meeting, you may withdraw your previously submitted proxy card or voting instruction form or notice and vote virtually.
Additional questions are answered in the Users' Guide on page 26.
This Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com.
Table of Contents
| 1 | Proxy Summary | 16 | Executive Compensation | |
| 3 | Proposal One: Election of Two Class I Trustees for a Two-Year Term | 18 | Compensation Committee Report | |
| 18 | Compensation Committee Interlocks and Insider Participation | |||
| 3 | Nominees for the Board | |||
| 7 | Committees of the Board | 20 | Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | |
| 9 | Board Governance | |||
| 9 | Board Meetings and Trustee Attendance | 21 | Report of the Audit Committee | |
| 9 | Trustee Independence | 21 | Financial Expert | |
| 9 | Board Refreshment | 22 | Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2024 and 2023 | |
| 9 | Board Nominating Procedures | |||
| 9 | Board's Role in Risk Oversight | 22 | Pre-Approval Policies | |
| 10 | Cybersecurity | 23 | Security Ownership of Certain Beneficial Owners, Trustees and Management | |
| 10 | Proxy Access | |||
| 10 | Shareholder Amendment of Bylaws | 25 | Equity Compensation Plan Information | |
| 10 | No Shareholder Rights Plan | 26 | Users' Guide | |
| 11 | Compensation of the Board | |||
| 11 | 2024 Non-Employee Trustee Compensation Table | |||
| 11 | Trustee Stock Compensation | |||
| 12 | Corporate Governance | |||
| 12 | Shareholder Proposals | |||
| 12 | Other Communications with the Board | |||
| 13 | Code of Ethics | |||
| 13 | Corporate Governance Guidelines | |||
| 13 | Certain Relationships and Related Party Transactions | |||
| 15 | Named Executive Officers for 2025 | |||
We make references herein to various websites, including our website located at www.nloproperties.com, however, the information located on, or accessible from, any website (including our website) is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.