Current Report Filing (8-k)

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): May 04, 2023

BROADSTONE NET LEASE, INC.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-39529	26-1516177
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Clinton Square
Rochester, New York		14604
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 287-6500

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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
Common Stock, $0.00025 par value	BNL	The New York Stock Exchange

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.

On May 4, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 1, 2023, the record date for the Annual Meeting, there were 187,203,539 shares of the Company’s common stock, $0.00025 par value per share (the “Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. Each such outstanding share of Common Stock entitled its holder to cast one vote on each proposal to be voted on during the Annual Meeting.

At the Annual Meeting, the Company’s stockholders (i) elected nine directors to the Board of Directors of the Company (the “Board”) to serve until the Company’s 2024 annual meeting of stockholders, (ii) approved the amendment and restatement of the Company’s Articles of Incorporation, (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposals are described in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 24, 2023. The final voting results for each proposal are set forth below.

Proposal 1: Election of Directors

The officer holding the proxies solicited in connection with the Annual Meeting voted the shares as designated on the proxy, or if no such designation was made, in favor of the election of the nominees. At the Annual Meeting, the shareholders elected each of the nine director nominees, by the vote indicated below, to serve as a director until the Company’s annual meeting of stockholders to be held in 2024, or until his or her respective successor is duly elected and qualified:


Nominee	Votes For		Votes Against		Abstained		Broker Non-Votes
Laurie A. Hawkes		133,325,460		4,795,726		165,682	18,261,595
John D. Moragne		135,876,529		1,999,299		411,040	18,261,595
Denise Brooks-Williams		136,041,689		2,079,497		165,682	18,261,595
Michael A. Coke		135,854,529		2,266,133		166,206	18,261,595
Jessica Duran		136,708,289		1,387,298		191,281	18,261,595
Laura Felice		136,708,592		1,386,995		191,281	18,261,595
David M. Jacobstein		132,752,886		5,367,799		166,183	18,261,595
Shekar Narasimhan		135,287,011		2,815,361		184,496	18,261,595
James H. Watters		130,601,954		7,518,731		166,183	18,261,595

Proposal 2: Amendment and Restatement of Articles of Incorporation

At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Articles of Incorporation. The table below sets forth the voting results for this proposal:


Votes For		Votes Against		Abstained		Broker Non-Votes
	136,669,933		909,830		707,105	18,261,595

Proposal 3: Say on Pay

At the Annual Meeting, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The table below sets forth the voting results for this proposal:


Votes For		Votes Against		Abstained		Broker Non-Votes
	129,913,898		7,938,154		434,816	18,261,595

In accordance with the Board’s prior determination to hold an advisory “say on pay” vote every year, subject to stockholder approval, and the stockholder’s indication that their preferred frequency is also to hold a “say on pay” vote every year, the Company will maintain its previously adopted annual “say on pay” policy.

Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022

At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below:


Votes For		Votes Against		Abstained
	150,567,338		5,605,721		375,404

There were no broker non-votes on this proposal. No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

Item 8.01 Other Events

On May 5, 2023, following the conclusion of the Annual Meeting and the stockholder’s approval of the amendment and restatement of the Company’s Articles of Incorporation, the Company filed the amended and restated Articles of Incorporation with the Maryland State Department of Assessments and Taxation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INDEX TO EXHIBITS


Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Broadstone Net Lease, Inc., as filed with the Maryland State Department of Assessments and Taxation on May 5, 2023.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.