Net Lease Office Properties
For the period ended Jun 16, 2025. Filed Apr 17, 2025.
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Jun 16, 2025 · Filed Apr 17, 2025
Contents
Proxy Summary
This summary highlights information contained in this Proxy Statement. The summary does not contain all of the information you should consider and you should read the entire Proxy Statement carefully before voting.
Ways to Vote
InternetVisit www.proxyvote.com. You will need the 16-digit number included on your proxy card, voter instruction form or notice.
PhoneCall 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included on your proxy card, voter instruction form or notice.
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Voting Matters and Board Recommendations
| Proposal · Board Vote Recommendation · Page | |||
|---|---|---|---|
| 1 | Election of Two Class I Trustees Named in this Proxy Statement for a Two-Year Term | FOR each Nominee | 3 |
| 2 | Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2025 | FOR | 20 |
Background
On November 1, 2023, W. P. Carey Inc. (“WPC” or our “Advisor”) spun off a portfolio of 59 office assets into a separately publicly-traded company (the “Spin-Off”). To complete this Spin-Off, WPC formed NLOP on October 21, 2022. On November 1, 2023, WPC completed the Spin-Off. The Spin-Off was accomplished via a pro rata dividend of 1 NLOP common share for every 15 shares of WPC common stock outstanding.
Following the Spin-Off, we became a separate, publicly traded company. Our common shares are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol “NLOP.” We are externally managed by our Advisor.
We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2020, and, as such, are allowed to provide more limited information in this proxy statement than an issuer that is not an emerging growth company.
Our business plan is to focus on realizing value for our shareholders primarily through strategic asset management and dispositions of our property portfolio over time.
2025 Proxy Statement 1
Proxy Summary
Governance Highlights
Critical components of our governance profile include:
| Governance Highlights | n | Independence of trustees reviewed annually | |
|---|---|---|---|
| n | Shareholders can amend our Amended and Restated Bylaws (our "Bylaws") | ||
| n | Trustee attendance at 75% or more for meetings in 2024 | ||
| n | Independent trustee compliance with share ownership guidelines | ||
| Shareholder Rights | n | Proxy access with a "3/3/20/20" market standard | |
| n | Board will become declassified in 2027 | ||
| n | Opted out of Maryland Unsolicited Takeover Act (MUTA) | ||
| n | No shareholder rights plan |
Trustee Nominee Snapshot
The nominees for our Board of Trustees (the "Board") are comprised of two Class I Trustees who will be elected for a two-year term.
| Committee Memberships | |||
|---|---|---|---|
| Nominee · Age · DirectorSince · Independent · Audit · Compensation · Nominating and Corporate Governance | |||
| Axel K.A. Hansing | 82 | 2023 | ✓ |
| Jean Hoysradt | 74 | 2023 | ✓ |
| Committee Chair Committee Member | |||
Board Nominee Diversity
Our Board brings a strong mix of real estate expertise, international insights, and public company board and management experience. We believe our trustee nominees have the skills and experience necessary to fulfill the Board's responsibilities for strategic oversight, succession planning, risk management and other fiduciary duties, as well as the knowledge and vision needed for the advancement of our business strategy and objectives.
2 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.