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
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On July 18, 2022, the board of directors of Global Net Lease, Inc., a Maryland corporation (the “Company”), approved and adopted the Second Amendment to the Company’s Amended and Restated Bylaws, as amended by Amendment No. 1 to Amended and Restated Bylaws, to revise Article III Section 2 to provide that (a) (i) at any time that the number of directors comprising the board is less than five, one director will be a Managing Director and (ii) at any time that the number of directors comprising the board is five or more, up to two directors will be Managing Directors; provided, however, that if only one Managing Director is identified by the Company’s Advisor (as defined in the Company’s charter), the board will include one Managing Director and (b) in order to qualify for nomination or election as a director of the board, an individual at the time of nomination and election must meet the applicable qualifications of an “Independent Director” or a Managing Director, as the case may be, depending on the position for which the individual may be nominated or elected. The term “Managing Director” is defined in the amendment as (i) an individual identified by the Advisor or, (ii) in the absence of such designation, the individual then serving as the chief executive officer of the Company. Under the bylaws as amended, the term “Independent Director” means an individual who meets the qualifications of an independent director set forth in the Company’s Corporate Governance Guidelines, as amended from time to time. The Second Amendment to the Company’s Amended and Restated Bylaws is effective immediately.
The foregoing summary information set forth in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Second Amendment to the Company’s 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 No. | Description |
| 3.1 | Second Amendment to Amended and Restated Bylaws of Global Net Lease, Inc. |
| 104 | Cover Page Interactive Data File (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: July 19, 2022 | By: | /s/ James L. Nelson |
| Name: James L. Nelson | ||
| Title: Chief Executive Officer and President | ||