Net Lease Office Properties
For the period ended Jun 12, 2026. Filed Apr 16, 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.
Jun 12, 2026 · Filed Apr 16, 2026
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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 16, 2026
Date and Time
Friday, June 12, 2026
10:00 a.m. Eastern Time
Location
Virtual*
Items of Business
n Elect Two Class II Trustees for a One-Year Term;
n Authorize the Board of Trustees to terminate NLOP at a future date (the "Termination Authority Proposal");
n Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026; 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 13, 2026, 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, the proxy card and its Annual Report on Form 10-K for the year ended December 31, 2025 ("Annual Report"), to shareholders on or about April 22, 2026.
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 2026 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/NLOP2026 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.
This Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com.
Table of Contents
| 1 | Proxy Summary | 19 | Executive Compensation | |
| 1 | Ways to Vote | 19 | Executive Compensation Overview | |
| 1 | Voting Matters and Board Recommendations | 20 | Clawback Policy | |
| 1 | Background | 20 | Insider Trading Policy | |
| 2 | Governance Highlights | 21 | Compensation Committee Report | |
| 2 | Trustee Nominee Snapshot | 21 | Compensation Committee Interlocks and Insider Participation | |
| 3 | Questions and Answers About the Termination Authority Proposal | |||
| 22 | Proposal Two: The Termination Authority Proposal | |||
| 5 | Proposal One: Election of Two Class II Trustees for a One-Year Term | 24 | Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm | |
| 6 | Nominees for the Board | 25 | Report of the Audit Committee | |
| 9 | Committees of the Board | 25 | Financial Expert | |
| 11 | Board Governance | 26 | Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2025 and 2024 | |
| 11 | Board Meetings and Trustee Attendance | |||
| 11 | Trustee Independence | 26 | Pre Approval Policies | |
| 11 | Board Refreshment | 27 | Security Ownership of Certain Beneficial Owners, Trustees and Management | |
| 11 | Board Nominating Procedures | |||
| 11 | Board's Role in Risk Oversight | 28 | Equity Compensation Plan Information | |
| 12 | Cybersecurity | 29 | Users' Guide | |
| 12 | Artificial Intelligence | |||
| 12 | Proxy Access | |||
| 13 | Shareholder Amendment of Bylaws | |||
| 13 | No Shareholder Rights Plan | |||
| 14 | Compensation of the Board | |||
| 14 | 2025 Non-Employee Trustee Compensation Table | |||
| 14 | Share Ownership Guidelines | |||
| 15 | Corporate Governance | |||
| 15 | Shareholder Proposals | |||
| 15 | Other Communications with the Board | |||
| 16 | Code of Business Conduct and Ethics | |||
| 16 | Whistleblower Policy | |||
| 16 | Corporate Governance Guidelines | |||
| 16 | Certain Relationships and Related Party Transactions | |||
| 18 | Named Executive Officers for 2026 | |||
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.