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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2023
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
|
001-38597 |
|
90-0929989 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650
Fifth Avenue, 30th
Floor
New York,
New York 10019 |
(Address, including zip code, of Principal Executive Offices) |
Registrant’s telephone
number, including area code: (212) 415-6500
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class: |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered: |
Class
A Common Stock, $0.01 par value per share |
|
RTL |
|
The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
|
RTLPP |
|
The Nasdaq Global Select Market |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
RTLPO |
|
The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
|
|
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 annual meeting of stockholders (the “Annual
Meeting”) of The Necessity Retail REIT, Inc. (the “Company”) was held on June 29, 2023, at which there were present,
in person or by proxy, stockholders holding an aggregate of 102,334,453 shares of the Company’s common stock, out of a total number
of 133,758,801 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing
approximately 76.51% of the shares entitled to be voted.
At the Annual Meeting, the Company’s stockholders:
(i) re-elected Lisa D. Kabnick and Edward M. Weil, Jr. as Class III directors to serve until the Company’s 2026 annual meeting of
stockholders and until their successors are duly elected and qualify; (ii) ratified the appointment of PricewaterhouseCoopers LLP (“PwC”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) approved,
on a non-binding advisory basis, the compensation of the Company’s named executive officers (“NEOs”). The proposals
are described in detail in the Company’s definitive proxy statement dated April 10, 2023. No other proposals were submitted to a
vote of the Company’s stockholders at the Annual Meeting. The final results of the matters voted on at the Annual Meeting are set
forth below:
Proposal 1 - Election of Class III Directors
Nominee | |
For | | |
Withhold | | |
Broker Non-Votes | |
Lisa D. Kabnick | |
| 26,374,478 | | |
| 53,924,622 | | |
| 22,035,353 | |
Edward M. Weil, Jr. | |
| 54,020,556 | | |
| 26,278,206 | | |
| 22,035,353 | |
Members of our board of directors are elected
by the affirmative vote of a plurality of the votes cast, with the person receiving the most votes cast elected to the board. Given Ms.
Kabnick’s and Mr. Weil’s experience, leadership and extensive knowledge of the Company’s industry and its long-term
business strategy, our board remains confident that Ms. Kabnick and Mr. Weil are well-qualified to continue to serve as members of the
board and contribute meaningfully to the board and the Company’s long-term business objectives.
Proposal 2 - Ratification of the Appointment
of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 99,649,286 | | |
| 1,638,581 | | |
| 1,046,585 | | |
* |
* No broker non-votes arose in connection with Proposal No. 2.
Proposal 3 - Non-Binding Advisory Vote on the
Compensation of the Company’s Named Executive Officers:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes |
| 40,186,283 | | |
| 37,925,117 | | |
| 2,241,149 | | |
* |
* No broker non-votes arose in connection with
Proposal No. 3.
The terms of a Cooperation Agreement and Release, dated June 4, 2023, between the Company, The Necessity Retail REIT, Inc. (“RTL”)
and certain of their respective affiliates and Blackwells/Related (as defined in the Prior Form 8-K) terminating the proxy contests between
Blackwells/Related and the Company and RTL were disclosed in the Company's Current Report on Form 8-K filed with the SEC on June 5, 2023
(the “Prior Form 8-K”). An estimate of the anticipated cost to the Company of the solicitation of proxies was included in
the Company's proxy statement, as supplemented.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
THE NECESSITY RETAIL REIT, INC. |
|
|
|
|
By: |
/s/ Edward M. Weil, Jr. |
|
|
Edward M. Weil, Jr. |
|
|
Chief Executive Officer and President
(Principal Executive Officer) |
Dated: June 29, 2023
Exhibit 99.1
FOR IMMEDIATE RELEASE
The Necessity Retail REIT
Announces 2023 Annual Shareholder Meeting Preliminary Results
NEW YORK –June 29, 2023 - The
Necessity Retail REIT, Inc. (Nasdaq: RTL/ RTLPP / RTLPO) (“RTL” or “the Company”) announced today that it held
its Annual Meeting of shareholders. Preliminary results indicate that shareholders reelected Edward M. Weil, Jr. and Lisa Kabnick to the
Company’s Board of Directors. Additionally, shareholders voted to ratify the selection of PricewaterhouseCoopers LLP as RTL’s
independent registered accounting firm to audit our financial statements for 2023.
“The results of today’s annual meeting
illustrate the confidence RTL shareholders have in the current board of directors ahead of the previously announced merger with Global
Net Lease, Inc.,” said Mike Weil, CEO of RTL. “We are grateful for the high level of shareholder participation in today’s
Annual Meeting, where over 75% of outstanding shares cast a vote. We believe this degree of shareholder engagement reflects shareholders
embrace of the enhanced corporate governance and internalization of management functions we previously announced in connection with the
merger with Global Net Lease, Inc.”
Final voting results are subject to verification
by the independent inspector of election and will be reported on a Current Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission within four business days.
About The Necessity Retail REIT Where America
Shops
The Necessity Retail REIT, Inc. (Nasdaq: RTL)
is a publicly traded real estate investment trust listed on the Nasdaq focused on acquiring and managing a diversified portfolio of primarily
service-oriented and traditional retail and distribution related commercial real estate properties in the U.S. Additional information
about RTL can be found on its website at www.necessityretailreit.com.
Forward-Looking Statements
The statements in this communication that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause actual results or events to be materially different. In addition, words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “estimates,” expects,”
“plans,” “intends,” “would,” or similar expressions indicate a forward-looking statement,
although not all forward-looking statements contain these identifying words. Any statements referring to the future value of an
investment in the Company, including the adjustments giving effect to the REIT Merger and the Internalization as described in this
communication, as well as the potential success that the Company and GNL may have in executing the REIT Merger and Internalization,
are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause the
Company’s actual results, or the Company’s actual results after making adjustments to give effect to the Merger and the
Internalization, to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i)
the Company’s and GNL’s ability to complete the proposed REIT Merger and Internalization on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and
satisfaction of other closing conditions to consummate the proposed transaction, (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transactions, (iii) ability of
the GNL to obtain lender consent to amend its Second Amended and Restated Credit Facility or any other the GNL loan agreement, if at
all, or on terms favorable to the GNL, (iv) risks related to the potential repeal of the Company’s Shareholder’s Rights
Plan; (v) risks related to the decrease in the beneficial ownership requirements of the Company’s applicable classes and
series of stock; (vi) risks related to diverting the attention of the Company’s and GNL’s management from ongoing
business operations, (vii) failure to realize the expected benefits of the proposed transactions, (viii) significant transaction
costs or unknown or inestimable liabilities, (ix) the risk of shareholder litigation in connection with the proposed transaction,
including resulting expense or delay, (x) the risk that the Company’s business will not be integrated successfully or that
such integration may be more difficult, time-consuming or costly than expected, (xi) risks related to future opportunities and plans
for GNL post-closing, including the uncertainty of expected future financial performance and results of GNL post-closing following
completion of the proposed transactions, (xii) the effect of the announcement of the proposed transaction on the ability of the
Company and GNL to operate their respective businesses and retain and hire key personnel and to maintain favorable business
relationships, (xiii) the effect of any downgrade of the Company’s or GNL’s corporate rating or to any of their
respective debt or equity securities including the outstanding notes under the RTL Indenture; (xiv) risks related to the market
value of the GNL Common Stock to be issued in the proposed transactions; (xv) other risks related to the completion of the proposed
transactions, (xvi) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat
the COVID-19, on the Company, the Company’s tenants and the global economy and financial market, (xvii) the risk that one or
more parties to the Agreement may not fulfil its obligations under the Agreement, as well as the additional risks, uncertainties and
other important factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023, and all other
filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in
the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and Company
undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time, except as required by law.
Additional Information About the REIT Merger
and Internalization and Where to Find It
In connection with the proposed transactions,
GNL intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of GNL
and a joint proxy statement of GNL and the Company. Each party also plans to file other relevant documents with the SEC regarding the
proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. A definitive
joint proxy statement/prospectus will be sent to the Company’s stockholders and GNL’s stockholders. Investors and securityholders
may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by
the Company and GNL with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by GNL with the SEC will be
available free of charge on GNL’s website at www.globalnetlease.com or by contacting GNL’s Investor Relations at investorrelations@globalnetlease.com.
Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.necessityretailreit.com
or by contacting the Company’s Investor Relations at ir@rtlreit.com.
Additional Information About the Annual Meeting
and Where to Find It
The Company has filed a definitive proxy statement
on Schedule 14A, an accompanying GOLD proxy card and other relevant documents with the SEC in connection with such solicitation of proxies
from the Company’s stockholders for the Company’s 2023 annual meeting of stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the
definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge by clicking the “SEC Filings” link in the “Filings and Financials”
section of the Company’s website, www.necessityretailreit.com, or by contacting ir@rtlreit.com as soon as reasonably practicable
after such materials are electronically filed with, or furnished to, the SEC.
Participants in the Proxy Solicitation
The Company, RTL OP, Advisor Parent and RTL Advisor,
and their respective directors, executive officers and other members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transactions. Information about directors and executive officers of the Company
is available in its proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 10, 2023, as supplemented or amended
from time to time. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials
filed with the SEC regarding the proposed transactions when they become available. Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents
from the Company as indicated above.
Contacts:
Investor Relations
ir@rtlreit.com
(866) 902-0063
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Necessity Retail REIT (NASDAQ:RTLPP)
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From Aug 2024 to Sep 2024
Necessity Retail REIT (NASDAQ:RTLPP)
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From Sep 2023 to Sep 2024