GNL-A Global Net Lease Inc

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
(Amendment No.       )

Check the appropriate box:

Global Net Lease, Inc.
(Name of Registrant as Specified in its Charter)

Blackwells Capital LLC
Blackwells Onshore I LLC
Jason Aintabi
Related Fund Management, LLC
Jim Lozier
Richard O’Toole

(Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

BLACKWELLS ONSHORE I LLC

April 7, 2023

Dear Fellow Stockholder:

Blackwells Onshore I LLC (“Blackwells Onshore”), Blackwells Capital LLC (“Blackwells Capital”) and Jason Aintabi (collectively with Blackwells Onshore and Blackwells Capital, “Blackwells” or “we”), together with the other participants in this solicitation, own an aggregate of 1,949,332 shares of common stock, $0.01 par value per share (the “Common Stock”), including 50,000 shares of Common Stock underlying call options exercisable on July 21, 2023, of Global Net Lease, Inc., a Maryland corporation (the “Company”), representing approximately 1.9% of the outstanding Common Stock, making Blackwells and the other participants among the Company’s largest stockholders. For the reasons set forth in the attached Proxy Statement, we believe changes to the composition of the Board of Directors of the Company (the “Board”) and to the Company’s governance policies are necessary in order to help ensure that the Company is operating in a manner consistent with the best interests of all stockholders. The attached Proxy Statement and the enclosed WHITE Universal Proxy Card are first being made available to stockholders on April 7, 2023.

We believe there is significant potential in the Company’s assets, people and business relationships. However, we are concerned that the Board is not taking appropriate action to modernize the Company’s governance, which, in our view, has resulted in extreme underperformance and mismanagement. We strongly believe that the Company will not improve its performance without fundamental change to ensure that the interests of stockholders — the true owners of the Company — are appropriately represented in the boardroom.

We are seeking your support at the Company’s 2023 Annual Meeting of Stockholders, which is scheduled to be held virtually, on a date and time yet to be disclosed by the Company (including any other meeting of stockholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), to:

•        Elect each of our director nominees — Jim Lozier and Richard O’Toole (together, the “Blackwells Nominees”) — to the Board, each to serve as a Class III director for a term of three years on the Board or until his respective successor is duly elected and qualified;

•        Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to repeal Amendment No. 2 to the Company’s Amended and Restated Bylaws, as amended and restated (the “Bylaws”), which, among other things, established differing qualifications that individuals must meet in order to be nominated (or elected) as independent directors or managing directors;

•        Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to redeem or otherwise terminate any poison pill currently in effect and not adopt or extend any poison pill unless such adoption or extension is submitted to a stockholder vote, as a separate ballot item, within 12 months after such adoption;

•        Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to declassify the Board such that all directors are elected annually;

•        Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to establish majority voting director resignation procedures;

•        Adopt a non-binding, advisory resolution requesting that the Board designate a Strategic Review Committee fully comprised of independent directors, to conduct a strategic review process to pursue possible extraordinary transactions;

•        Adopt a non-binding, advisory resolution requesting that the Board amend and restate Article XV of the Bylaws to allow the Bylaws to be altered, amended or repealed by the affirmative vote of the holders of the majority of shares (collectively with the preceding proposals, the “Blackwells Proposals”); and

•        Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Stockholders may consider such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

We further believe that the Blackwells Proposals we have submitted will help modernize the Company’s corporate governance policies, hold the Board and the Company more accountable to the Company’s stockholders and prevent potential conflicts of interest and loyalties. We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed WHITE Universal Proxy Card today.

Under new rules adopted by the Securities and Exchange Commission, the enclosed WHITE Universal Proxy Card also includes the names of the Company’s nominees. As discussed below, the Company’s gold proxy card is not a universal proxy card and does not include the names of the Blackwells Nominees or the Blackwells Proposals. As Blackwells is using a “universal” proxy card containing both of the Blackwells Nominees as well as the Company’s nominees, there is no need to use the Company’s gold proxy card or voting instruction form, regardless of how you wish to vote. We ask that you only cast your votes “FOR” Mr. Lozier and Mr. O’Toole and “WITHHOLD” your votes for each of the Company’s nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. You may access the Company’s proxy statement, and any other relevant documents, without cost on the SEC’s website. There is no assurance that any of the Company’s nominees will serve as directors if one or both of the Blackwells Nominees are elected.

Unfortunately, the Board has again taken what we believe to be a baseless and unfounded position in what appears to be an effort to entrench themselves and reject legitimate stockholder feedback. The Board has purported to reject as invalid our nominations to elect the Blackwells Nominees and our submission of the Blackwells Proposals. On December 19, 2022, we filed a lawsuit in the Circuit Court of Maryland for Baltimore City to seek a ruling that the Blackwells Nominees are eligible to stand for election at the Annual Meeting, and that the Blackwells Proposals are eligible for consideration by the stockholders at the Annual Meeting. The Company filed a motion to dismiss the lawsuit, which was denied by the Circuit Court in an oral ruling made on April 3, 2023. The lawsuit will now move to the discovery phase. After we filed that lawsuit, the Company sued Blackwells and co-defendants Related Fund Management, LLC (“RFM”), Jim Lozier, and Richard O’Toole (the “Related Defendants” or “Related Parties”) in the United States District Court for the Southern District of New York, alleging that our Preliminary Proxy Statement was deficient under Rule 14A of the federal securities laws and seeking to enjoin Blackwells from further proxy solicitation. The Company has also filed a motion for a preliminary injunction in the Southern District, together with its co-Plaintiff, The Necessity Retail REIT, Inc., seeking to enjoin Blackwells from further proxy solicitation activities until additional disclosures are made, and from making “false statements about the absence of any joint venture, agreement, or understanding between Blackwells and Related Defendants.” As highlighted by Blackwells’ opposition to this motion, Blackwells maintains (among other things) that its disclosures do not violate federal securities law, and that the Company’s efforts to prevent nominations and solicitation by stockholders are baseless and contrary to the interest of all stockholders. Ultimately, we believe the Company’s claims have no merit. The outcome of our efforts may affect our ability to properly deliver proxies submitted to us on the enclosed WHITE Universal Proxy Card.

As the Company has disclosed in its proxy statement, unless Blackwells’ nominations and proposals are determined to be valid by the Maryland courts and are properly presented at the Annual Meeting, the Company will disregard such nominations and proposals, and will not tabulate or recognize the proxies or votes in favor of such purported nominees or proposals at the Annual Meeting. However, if you vote on the Company’s gold proxy card accompanying its proxy statement and any subsequent litigation results in the conclusion that our nominations and proposals are valid, your votes on the Company’s gold proxy card will not be recognized or tabulated at the Annual Meeting and you will need to vote again for your vote to be counted. Stockholders are urged to use the WHITE Universal Proxy Card only, which contains the names of all directors up for election at the Annual Meeting, to ensure their vote is counted at the Annual Meeting.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Morrow Sodali LLC, at its address and toll-free numbers listed below.

2023 ANNUAL MEETING OF STOCKHOLDERS
OF
GLOBAL NET LEASE, INC.

_____________________

7.      Adopt a non-binding, advisory resolution requesting that the Board amend and restate Article XV of the Bylaws, to state: “These Bylaws may be altered, amended or repealed by the affirmative vote of the holders of more than fifty percent (50%) of the total voting power of the outstanding shares of capital stock of the Corporation, voting together as a single class, at any regular or special meeting duly convened after notice to the stockholders of that purpose, or by a majority vote of the members of the Board of Directors at any regular or special meeting thereof duly convened after notice to the directors of that purpose, subject always to the power of the stockholders to change such action of the Board of Directors by the affirmative vote of the holders of more than fifty percent (50%) of the total voting power of the outstanding shares of capital stock of the Corporation, voting together as a single class.” (the “Bylaw Amendment Proposal” and, collectively with the Bylaw Repeal Proposal, the Poison Pill Repeal Proposal, the Declassification Proposal, the Director Resignation Policy Proposal and the Strategic Review Process Proposal, the “Blackwells Proposals”); and

8.      Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Stockholders may consider such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

Blackwells is soliciting proxies from stockholders to (i) elect Messrs. Lozier and O’Toole to the Board, (ii) approve, on a non-binding advisory basis, Proposals 2, 3, 4, 5, 6 and 7 and (iii) vote “FOR” on Proposal 8.

We urge you to carefully consider the information contained in this Proxy Statement and support our efforts by signing, dating and returning the enclosed WHITE Universal Proxy Card today. Stockholders should understand, however, that all shares of Common Stock represented by the WHITE Universal Proxy Card will be voted at the Annual Meeting as marked by the stockholder, pending the results of the Maryland litigation with respect to the validity of our director nominations. If the Maryland Court finds our nominations or proposals to be invalid for any reason, we intend to supplement or update these proxy materials to inform stockholders so they have sufficient time to submit a new proxy card.

Under new rules adopted by the SEC, the enclosed WHITE Universal Proxy Card also includes the names of the Company’s nominees. As discussed below, the Company’s gold proxy card is not a universal proxy card and does not include the names of the Blackwells Nominees or the Blackwells Proposals. As Blackwells is using a “universal” proxy card containing both of the Blackwells Nominees as well as the Company’s nominees, there is no need to use the Company’s gold proxy card or voting instruction form, regardless of how you wish to vote. We ask that you only cast your votes “FOR” Mr. Lozier and Mr. O’Toole and “WITHHOLD” your votes for each of the Company’s nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. You may access the Company’s proxy statement, and any other relevant documents, without cost on the SEC’s website. There is no assurance that any of the Company’s nominees will serve as directors if one or both of the Blackwells Nominees are elected.

As the Company has disclosed in its proxy statement, unless Blackwells’ nominations and proposals are determined to be valid by the Maryland courts and are properly presented at the Annual Meeting, the Company will disregard such nominations and proposals, and will not tabulate or recognize the proxies or votes in favor of such purported nominees or proposals at the Annual Meeting. However, if you vote on the Company’s gold proxy card accompanying its proxy statement and any subsequent litigation results in the conclusion that our nominations and proposals are valid, your votes on the Company’s gold proxy card will not be recognized or tabulated at the Annual Meeting, and you will need to vote again for your vote to be counted. Stockholders are urged to use the WHITE Universal Proxy Card only, which contains the names of all directors up for election at the Annual Meeting, to ensure their vote is counted at the Annual Meeting.

If you have already voted on the Company’s proxy card, you have every right to change your vote by (i) signing, dating and returning a later dated WHITE Universal Proxy Card, (ii) voting via the Internet, by following the instructions on the WHITE Universal Proxy Card or (iii) voting virtually at the Annual Meeting.

If your shares are registered in more than one name, the WHITE Universal Proxy Card should be signed and dated by all such persons to ensure that all shares are voted for each of the Blackwells Nominees and the Blackwells Proposals.

This Proxy Statement is soliciting proxies to elect the Blackwells Nominees and for the Blackwells Proposals and Proposal 8. See “Voting and Proxy Procedures” below for additional information.

The Company has set a date yet to be disclosed by the Company as the Record Date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Annual Meeting. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.2 It is anticipated that the Company’s proxy statement will state the number of shares of Common Stock outstanding as of the Record Date. The principal executive offices of the Company are located at 650 Fifth Avenue, 30th Floor, New York, New York 10019. Holders of record of shares of Common Stock on the Record Date are urged to submit the WHITE Universal Proxy Card, even if such shares have been sold after that date. Each share of Common Stock is entitled to one vote at the Annual Meeting.

If you have any questions or need assistance in voting your WHITE Universal Proxy Card, or need additional copies of Blackwells’ proxy materials, please contact Morrow Sodali LLC (“Morrow Sodali”) by phone at (800) 662-5200 (toll free for stockholders) or (203) 658-9400 (call collect for banks, brokers, trustees and other nominees), or by email at Blackwells@morrowsodali.com.

The solicitation is being made by Blackwells Onshore, Blackwells Capital, Mr. Aintabi, Related Fund Management, LLC (“RFM”), Mr. Lozier and Mr. O’Toole, and not on behalf of the Board or management of the Company. Other than as described in this Proxy Statement, we are not aware of any other matters to be brought before the Annual Meeting. Should other matters, which we are not made aware of within a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies in the enclosed WHITE Universal Proxy Card will vote on such matters in their discretion.

BLACKWELLS URGES YOU TO SIGN, DATE AND RETURN THE WHITE UNIVERSAL PROXY CARD “FOR” EACH OF THE BLACKWELLS NOMINEES AND THE BLACKWELLS PROPOSALS.

BACKGROUND OF THE SOLICITATION

On February 14, 2022, Blackwells Onshore made its initial investment in the Company.

On September 16, 2022, Blackwells sent a letter to the Company (the “September 16 Letter”) by email and mail, which outlined Blackwells’ views on the Company’s performance and proposed various paths to creating long-term stockholder value. In the September 16 Letter, Blackwells requested a meeting with the Board.

On October 7, 2022, Blackwells sent a request for a copy of the Company’s Director and Officer Questionnaire (the “Questionnaire”) by email to Christopher J. Masterson, Chief Financial Officer, Secretary and Treasurer of the Company, pursuant to the Bylaws’ requirement for submission of the Questionnaire with any nomination notice by a stockholder. The request was also delivered by mail to the principal offices of the Company on October 7, 2022.

On October 13, 2022, the Company delivered a copy of the Questionnaire by email.

On October 24, 2022, Blackwells sent a letter (the “Nomination Notice”) by email to Mr. Masterson announcing its intention to nominate the Blackwells Nominees for election to the Board at the Annual Meeting, as Class III directors for a term of three years, and to submit the Blackwells Proposals for consideration by the Company’s stockholders, each on a non-binding, advisory basis, at the Annual Meeting. The Nomination Notice also provided notice to the Company pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of Blackwells’ intent to solicit proxies for the Blackwells Nominees from the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees. The Nomination Notice was also delivered by mail to the principal offices of the Company on October 25, 2022.

On October 25, 2022, Blackwells sent a letter (the “Demand Letter”) by email to the Company demanding to inspect certain books and records of the Company, pursuant to Section 1315 of the New York Business Corporation Law (the “NYBCL”) and an accompanying confidentiality agreement. The Demand Letter and accompanying confidentiality agreement were also delivered by mail to the principal offices of the Company on October 26, 2022. Also on October 25, 2022, Blackwells issued a press release announcing its intent to nominate the Blackwells Nominees and submit the Blackwells Proposals at the Annual Meeting and filed such press release with the SEC.

On October 27, 2022, Blackwells sent a letter (the “Supplement”) by email to Mr. Masterson, which provided updates to Blackwells’ beneficial ownership in the Company. The Supplement was also delivered by mail to the principal offices of the Company on October 28, 2022.

On October 30, 2022, the Company sent a letter by email to Blackwells purportedly rejecting Blackwells’ request for stockholder records on the basis that Blackwells did not provide evidence of New York residency or record ownership of shares of the Company, neither of which does Blackwells believe to be required under Section 1315 of the NYBCL.

On November 2, 2022, Blackwells, in an effort to move forward efficiently and engage constructively with the Company, sent a letter to the Company by email and mail, which included the requested evidence of New York residency and record ownership while disputing and in no way agreeing that such evidence is required under NYBCL.

Between November 4, 2022 and November 14, 2022, Blackwells and the Company exchanged certain edits to the confidentiality agreement. Blackwells and the Company executed the confidentiality agreement on November 14, 2022.

On November 7, 2022, representatives of Blackwells met with representatives of the Company — Michael Weil, Sue Perrotty and Michael Anderson — to discuss the contents of the September 16 Letter.

On November 28, 2022, Blackwells delivered a certified check to the Company for payment of costs associated with the retrieval of materials to be provided by the Company in connection with the Demand Letter.

On December 1, 2022, Blackwells filed a preliminary proxy statement with the SEC.

On December 2, 2022, the Company sent a letter (the “December 2 Letter”) by email to Mr. Aintabi alleging that the Nomination Notice, the nominations of the Blackwells Nominees and the submission of the Blackwells Proposals made thereunder were invalid. The December 2 Letter further alleged that the purported grounds for the invalidation of the Nomination Notice included that (i) the Blackwells Nominees were ineligible under the Bylaws and (ii) the Nomination Notice did not provide certain information required under the Bylaws.

On December 7, 2022, the Company began transmitting materials in connection with the Demand Letter through its proxy solicitor, Innisfree M&A Incorporated, Inc., to Blackwells’ proxy solicitor, Morrow Sodali.

On December 9, 2022, Blackwells’ counsel sent a letter by email to the Company’s counsel in response to the December 2 Letter outlining the reasons that Blackwells believes that (i) the Blackwells Nominees are eligible under the Bylaws and (ii) the Nomination Notice included all information required under the Bylaws.

On December 19, 2022, Blackwells Onshore filed a complaint with the Circuit Court of Maryland for Baltimore City (the “Circuit Court”) against the Company and The Necessity Retail REIT, Inc. (“The Necessity Retail REIT”). Blackwells Onshore I LLC v. Global Net Lease, Inc., et al., 24-C-22-005195. Also on December 19, 2022, Blackwells issued a press release announcing the lawsuit against the Company and The Necessity Retail REIT and filed such press release with the SEC. Later on December 19, 2022, the Company and The Necessity Retail REIT filed separate lawsuits against Blackwells Capital, Blackwells Onshore, Mr. Aintabi (collectively, the “Blackwells Parties”), RFM, Mr. Lozier and Mr. O’Toole (collectively with the Blackwells Parties, the “District Court Defendants”) in the United States District Court for the Southern District of New York (the “District Court”), seeking to halt any proxy solicitation by Blackwells until certain disclosures are made, based upon what the Company and The Necessity Retail REIT alleged to be violations of federal securities laws. In particular, the Company and The Necessity Retail REIT allege in their Complaint that Blackwells and RFM have a joint venture and agreement to establish RFM as the external manager to the Company. Blackwells and RFM deny this allegation. Global Net Lease, Inc. v. Blackwells Capital et al., No. 22-cv-10702 (JPO); The Necessity Retail REIT, Inc. v. Blackwells Capital LLC et al., No. 22-cv-10703 (JPO).

On December 23, 2022, Blackwells filed Amendment No. 1 to its preliminary proxy statement with the SEC.

On January 10, 2023, after an exchange of letter-motions in the SDNY action, the District Court held a conference at which it set a schedule for discovery and a deadline for responsive pleadings requested by the District Court Defendants.

On January 18, 2023, the Blackwells Parties filed their answer to the Company’s complaint in the District Court and asserted affirmative defenses and counterclaims. The counterclaims, similar to the claims filed in the Maryland action, included (i) a request for a declaratory judgment to enforce the Bylaws and enjoin the Company’s misinterpretation of the July 2022 bylaw amendment; (ii) a request for a declaratory judgment to enjoin the Company’s violations of Maryland Code, Corporations and Associations, § 2-404; (iii) a breach of contract claim for refusing to recognize Blackwells’ nomination of directors for election to the Board, in violation of the Bylaws; and (iv) a claim based on violation of Maryland Code, Corporations and Associations, § 2-404 for precluding the Blackwells Parties from exercising their stockholder voting rights.

On January 20, 2023, the Company filed a letter motion seeking dismissal of the Blackwells Parties’ counterclaims. After briefing by letter-motion, the Court granted dismissal of the counterclaims on March 16, 2023, based on a forum-selection clause in the Bylaws. The Court observed, “[w]hile it could be the case that [the Company and The Necessity Retail REIT] ‘intentionally spawned duplicative litigation to burden a shareholder’ after Blackwells filed suit in Maryland first, the terms of the forum selection clauses permit them to do so.” Accordingly, the substance of the Blackwells Parties’ counterclaims continues in the Maryland action.

On January 27, 2023, the Maryland action was designated to the Business and Technology Track, which is intended to allow for more efficient and specialized resolution of sophisticated business disputes.

Between January and March 2023, the parties in the SDNY action filed various letter-motions regarding discovery practice, and beginning in February, the parties exchanged several document productions and scheduled depositions to proceed in March and April.

On February 6, 2023, the Company filed a motion to dismiss in the Maryland proceeding. Blackwells filed its opposition to this motion on February 24, 2023, and the Company filed a reply in support of its motion on March 7, 2023. On April 3, 2023, the Company’s motion to dismiss was denied in an oral ruling. The Maryland action will now move to the discovery phase.

On February 22, 2023, while resolving certain discovery disputes, the District Court in the SDNY action consolidated the action brought by the Company with the parallel action brought by The Necessity Retail REIT, captioned The Necessity Retail REIT, Inc. v. Blackwells Capital LLC et al., 22-cv-10703 (JPO). The consolidated action is captioned Global Net Lease, Inc. v. Blackwells Capital LLC et al., No. 22-cv-10702 (JPO).

On March 11, 2023, the Company filed a motion for a preliminary injunction in the SDNY action to “prevent the Defendants from continuing to make material misrepresentations and omissions in violation of SEC disclosure requirements.” On March 20, 2023, the District Court Defendants filed their Memorandum of Law in Opposition to the Companies’ Motion for a Preliminary Injunction, and on March 27, 2023, the Company filed their reply memorandum in support of their preliminary injunction motion. The Court has scheduled a hearing on this motion for April 20, 2023.

On March 22, 2023, the Company filed its preliminary proxy statement with the SEC.

On April 4, 2023, Blackwells filed Amendment No. 2 to its preliminary proxy statement with the SEC.

On April 7, 2023, Blackwells filed its definitive proxy statement with the SEC.

REASONS FOR THE SOLICITATION

Blackwells and the other Participants in this solicitation collectively own approximately 1.9% of the Common Stock. Blackwells has nominated two highly qualified Board candidates — Mr. Lozier and Mr. O’Toole — each of whom is prepared and committed to objectively evaluate strategic alternatives of the Company to help unlock value for all stockholders. The professionals that Blackwells has nominated have extensive experience in the real estate industry and with public company governance, and, if elected, they would have no relationship with the Company’s advisor, AR Global Investments, LLC (“AR Global”), other than in their capacity as directors of the Company. If elected, the Blackwells Nominees will be independent of AR Global’s influence and intend to fully review the Company’s business, assets, capital structure, capital allocation priorities, strategies, operations, policies and personnel to help ensure that the Company is being operated optimally on behalf of all stockholders.

As one of the Company’s largest stockholders, we are disappointed with the current Board and management. We believe that there is significant potential in the Company’s assets, people and business relationships, but that poor corporate governance and the Company’s relationship with AR Global make it ill-equipped to succeed as a public company. Change in the Board’s composition is needed to modernize the Company’s governance and provide an objective and independent review of all strategic alternatives. Specifically, we believe the Company will not improve its performance without fundamental change to what we believe to be extreme underperformance and mismanagement, an off-market management agreement with AR Global and the Board and management’s blatant disregard for stockholders.

The Current Board Has Presided Over Negative Returns for Stockholders

The Company has underperformed significantly. Over the past five years, the Company’s stock is down 39.3% compared to each of the MSCI U.S. REIT Index and S&P 500, which are up 20.3% and 50.9%, respectively.1 Further, the Company trades at one of the largest discounts to its Net Asset Value (“NAV”) of any publicly traded triple net REIT, with the largest being The Necessity Retail REIT.2 As of market close on November 25, 2022, the Company traded at a 31.9% discount to NAV compared to a REIT industry weighted average of only a 9.1% discount to NAV.3 The Company has the lowest implied enterprise value to EBITDA multiple and the second-lowest price to funds from operations multiple of its peer group of triple net REITs (with The Necessity Retail REIT being the lowest).4 As of November 25, 2022, triple net REITs have on average an implied enterprise value to EBITDA multiple of 17.8x, and price multiple to 2022 estimated funds from operations of 15.6x, while the Company has an implied enterprise value to EBITDA multiple of 12.6x, and price multiple to 2022 estimated funds from operations of 7.8x.5

The Company’s Management Agreement with AR Global is Off-Market

Further, the Company continues to spend significant amounts of money on what Blackwells believes is an off-market management agreement between the Company and its external manager, AR Global. When compared to its peers, there is not another triple net REIT — other than The Necessity Retail REIT, another company managed by AR Global — with management fees remotely approaching those that are currently being charged at the Company.6 Further, the Company’s total operating load represented 4.1% of the Company’s total book value for the 2021 fiscal

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1        Bloomberg. Calculated as of November 28, 2022.

2        J.P. Morgan North American Equity Research Weekly U.S. Real Estate Stock Tools, as of November 25, 2022.

3        Id.

4        Id.

5        Id.

6        Public filings of eighteen triple net peers (Agree Realty Corporation (ADC), Alpine Income Property Trust, Inc. (PINE), Broadstone Net Lease, Inc. (BNL), EPR Properties (EPR), Essential Properties Realty Trust, Inc. (EPRT), Four Corners Property Trust, Inc. (FCPT), Gaming and Leisure Properties, Inc. (GLPI), Getty Realty Corp. (GTY), National Retail Properties, Inc. (NNN), The Necessity Retail REIT, Inc. (RTL), NETSTREIT Corp. (NTST), Postal Realty Trust, Inc. (PSTL), Realty Income Corporation (O), Safehold Inc. (SAFE), Spirit Realty Capital, Inc. (SRC), STORE Capital Corp. (STOR), VICI Properties Inc. (VICI) and W.P. Carey Inc. (WPC)).

year, compared with a peer average of 1.6%.7 Since 2016, fees of more than $200 million (representing more than 10% of revenues during each yearly reporting period) have been paid to AR Global.8 All the while, the Company’s stockholders have suffered through a 52.9% decline in share price while the U.S. Diversified REIT Index returned a 62.3% increase, and the S&P 500 returned a 87.9% increase.9 As noted above, the Company trades at almost a 32% discount to NAV,10 and Blackwells expects that the gap will not be closed until stockholders vote to put an end to what Blackwells believes is a raiding of the Company’s stockholder coffers.

The Current Board Continues to Severely Limit Stockholders’ Rights

Blackwells believes that the Company’s corporate governance demonstrates that the Board’s focus is not on creating long-term value for the Company’s investors. The Company’s troubling governance practices include:

•        Adoption of a highly aggressive poison pill.    In February 2021, the Company approved a 3-year extension of the stockholder rights plan without stockholder approval. This stockholder rights plan severely limits stockholder input by preventing stockholders from purchasing more than 4.9% of the Company’s stock. This poison pill also restricts stockholder rights under Maryland law. For example, pursuant to Section 2-513(a) of the Maryland Code, Corporations and Associations, stockholders owning less than 5% of the Company are limited in the materials they may inspect if bringing a demand under Maryland law.11

•        Limiting stockholders’ ability to enact change.    The Company’s classified Board protects incumbent directors from annual scrutiny and makes it more difficult for stockholders to enact much needed change.12

•        Failure to address lack of majority support for director nominees.    Each of the Company’s nominees at both the 2022 Annual Meeting and the 2021 Annual Meeting failed to receive majority support, which, in our view, demonstrates stockholders’ eagerness for change.13 At the 2021 Annual Meeting, the Company nominated incumbent directors M. Therese Antone, Edward Rendell and Abby Wenzel as Class I directors to serve until the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Each of Ms. Antone, Mr. Rendell and Ms. Wenzel failed to receive support of a majority of stockholders at his or her respective last election — Ms. Antone receiving 49.5% of votes cast and Mr. Rendell and

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7        Operating Fees to Related Parties as disclosed in SEC filings made by the Company.

8        Id.

9        Bloomberg. Share price returns calculated from initial public offering, June 2, 2015, through November 29, 2022.

10      J.P. Morgan North American Equity Research Weekly U.S. Real Estate Stock Tools, as of November 21, 2022.

11      Leading independent proxy advisory firms Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) believe that poison pills (also referred to as stockholder rights plans) are generally not in the best interest of stockholders, particularly those with a term of longer than one year and those adopted without stockholder approval. The advisory firms are of the view that the adoption of poison pills can lead to board entrenchment and deter legitimate offers of acquisition, ultimately leading to lower long-term stockholder value. Given this potentially vital role a poison pill may have, stockholders should have the right to vote on the adoption of new poison pills and changes to existing poison pills. However, the Board did not allow stockholders to vote on the adoption of the poison pill or its three-year extension. The Company’s poison pill was one of the numerous factors that contributed to ISS’ adverse recommendations for the Company’s nominees at the 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and the 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Additionally, ISS noted that the Company’s poison pill contains uncommon and unjustifiable features, including its extremely low trigger threshold and “slow-hand” feature. See ISS Proxy Analysis regarding the 2022 Annual Meeting of Global Net Lease, Inc., Glass Lewis 2022 Policy Guidelines — United States and ISS United States Proxy Voting Guidelines 2022.

12      ISS and Glass Lewis generally disfavor classified board structures. Classified boards reduce accountability to stockholders and may contribute to board and management entrenchment, and empirical studies have shown that classified boards are associated with a reduction in a company’s valuation. ISS has called the Company’s classified board structure “particularly concerning,” noting that the Company has not disclosed a compelling rationale for its adoption of the classified board structure in 2018 and has not put the change to a stockholder vote. See ISS Proxy Analysis regarding the 2022 Annual Meeting of Global Net Lease, Inc., Glass Lewis 2022 Policy Guidelines — United States and ISS United States Proxy Voting Guidelines 2022.

13      See Current Report on Form 8-K filed by the Company with the SEC on April 20, 2022 and Current Report on Form 8-K filed by the Company with the SEC on April 12, 2021.

SCHEDULE I

Transactions in THE Company’s Securities during the past two years

Information relating to any transactions in securities of the Company by the Participants during the past two years is reflected in the table below. Neither Mr. Lozier nor Mr. O’Toole has engaged in any transactions in shares of Common Stock during the past two years.

(1)      Represents options to purchase an aggregate 50,000 shares of Common Stock.

As of the date of this Proxy Statement, Related Real Estate Fund III, L.P. (“Fund III”) drew approximately $10 million from its subscription line of credit for purposes of acquiring a portion of the Common Stock listed directly above. Related Fund Management, LLC serves as the manager and, through subsidiary entities, as the general partner of Fund III.

RICHARD O’TOOLE

None.

JIM LOZIER

None.

Except as otherwise stated in this Proxy Statement, no part of the purchase price or market value of any of the securities specified in the transactions listed in this Schedule I was represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

SCHEDULE II

The following table is reprinted from the Company’s definitive proxy statement filed with the SEC on February 25, 2022.5

STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of shares of Common Stock as of February 22, 2022, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:

•        each person known by the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock based solely upon the amounts and percentages contained in the public filings of such persons;

•        each of the Company’s named executive officers and directors; and

•        all of the Company’s officers and directors as a group

*        Less than 1%.

(1)      Unless otherwise indicated, the business address of each individual or entity listed in the table is 650 Fifth Avenue, 30th Floor, New York, New York 10019. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.

(2)      The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. Blackrock, Inc. has sole voting power over 17,429,820 shares, no shared voting power over shares, sole dispositive power over 18,135,298 shares and no shared dispositive power over shares. The information contained herein with respect to BlackRock, Inc. is based solely on the Amendment No. 2 to the Schedule 13G filed by BlackRock, Inc. with the SEC on January 26, 2022.

(3)      The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group, Inc. has sole voting power over no shares, shared voting power over 186,623 shares, sole dispositive power over 16,393,482 shares and shared dispositive power over 278,313 shares. The information contained herein with respect to The Vanguard Group, Inc. is based solely on Amendment No. 7 to the Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 10, 2022.

(4)      The business address for State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. State Street Corporation has shared voting power over 4,931,510 shares, shared dispositive power over 5,801,202 shares and no sole voting or dispositive power. The information contained herein with respect to State Street Corporation is based solely on Amendment No. 1 to the Schedule 13G filed by State Street Corporation with the SEC on February 11, 2022.

____________

5        The Company has not yet publicly disclosed the Record Date or information regarding the beneficial ownership of shares of Common Stock as of the Record Date. Accordingly, we have omitted such information from this Proxy Statement, which is expected to be included in the Company’s definitive proxy statement relating to the Annual Meeting. Once the Company publicly discloses the Record Date and the number of shares outstanding as of the Record Date, Blackwells intends to supplement this Proxy Statement with such information, including the beneficial ownership information, and file revised definitive materials with the SEC.

(5)      Includes 36,950 unvested restricted shares.

(6)      Includes 31,964 unvested restricted shares.

(7)      Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil owns a non-controlling in interest in the parent of AR Global and AR Capital, LLC (“AR Capital”), Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global or AR Capital may own or control, directly or indirectly, and Mr. Weil disclaims beneficial ownership of such shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the 19,419 and 16,481 shares of our Common Stock directly or indirectly beneficially owned by AR Global and AR Capital, respectively.

(8)      Excludes 6,715 shares of Common Stock issuable to Dr. Antone upon vesting of unvested RSUs.

(9)      Excludes 9,009 shares of Common Stock issuable to Mr. Elman upon vesting of unvested RSUs.

(10)    Excludes 16,286 shares of Common Stock issuable to Ms. Perrotty upon vesting of unvested RSUs.

(11)    Excludes 7,862 shares of Common Stock issuable to Governor Rendell upon vesting of unvested RSUs.

(12)    Excludes 7,862 shares of Common Stock issuable to Ms. Wenzel upon vesting of unvested RSUs.

(13)    Excludes a total of 47,734 shares of Common Stock issuable to the independent directors upon vesting of unvested RSUs.