UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(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 | ||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On April 2, 2025, the Board of Directors (the “Board”) of Global Net Lease, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated Bylaws (the “Existing Bylaws,” and as amended and restated, the “Amended and Restated Bylaws”) to amend Article XV of the Existing Bylaws to give the Company’s stockholders, in addition to the Board, the power to alter, amend or repeal the Amended and Restated Bylaws or to make new bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the matter pursuant to a binding proposal submitted for approval at a duly called annual or special meeting of stockholders. The Amended and Restated Bylaws limit the Company’s stockholders from altering, repealing or adopting any provision inconsistent with Article XII (Indemnification and Advance of Expenses) or Article XV (Amendment of Bylaws) thereof without the approval of the Board. Article XV of the Existing Bylaws provided that the Board had the exclusive power to adopt, alter or repeal any provision of the Existing Bylaws and to make new bylaws.
The foregoing summary information set forth in this Current Report on Form 8-K regarding the Company’s Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Third Amended and Restated Bylaws of the Company, effective April 2, 2025 | |
| 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.
| GLOBAL NET LEASE, INC. | ||
| Date: April 4, 2025 | By: | /s/ Edward M. Weil, Jr. |
| Name: | Edward M. Weil, Jr. | |
| Title: | Chief Executive Officer and President (Principal Executive Officer) |