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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 29, 2024

STAG INDUSTRIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland1-3490727-3099608
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

Not applicable
(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 classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareSTAGNew 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 and 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 April 29, 2024, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:
1.the election of 10 directors to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;
2.the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
3.the approval, by non-binding vote, of the Company’s executive compensation; and
4.the recommendation, by non-binding vote, on the frequency of executive compensation votes.
The 10 nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved, the Company’s executive compensation was approved, and one year was the frequency of executive compensation votes recommended by the stockholders. The results of the voting were as follows:
Proposal 1: Election of Directors:
DirectorVotes For
Votes Against
AbstentionsBroker Non-Votes
Benjamin S. Butcher
145,273,6273,044,913169,77714,507,353
Jit Kee Chin
147,109,3161,222,281156,72014,507,353
Virgis W. Colbert
140,205,1198,118,383164,81514,507,353
William R. Crooker
145,692,2072,626,815169,29514,507,353
Michelle Dilley
141,179,2747,159,043150,00014,507,353
Jeffrey D. Furber
142,184,8296,133,066170,42214,507,353
Larry T. Guillemette
143,000,2135,316,803171,30114,507,353
Francis X. Jacoby III
137,853,62910,458,492176,19614,507,353
Christopher P. Marr
116,283,39132,025,188179,73814,507,353
Hans S. Weger
143,061,7555,254,427172,13514,507,353
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants:
Votes For
Votes Against
AbstentionsBroker Non-Votes
159,092,1023,708,577194,991—
Proposal 3: Approval of Executive Compensation:
Votes For
Votes Against
AbstentionsBroker Non-Votes
144,579,5293,544,040364,74814,507,353
Proposal 4: Recommendation on the Frequency of Executive Compensation Votes:
1 Year2 Years3 YearsAbstentionsBroker Non-Votes
143,492,031267,6844,356,743371,85914,507,353


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.
 STAG INDUSTRIAL, INC.
  
  
 By:/s/ Jeffrey M. Sullivan
Jeffrey M. Sullivan
  Executive Vice President, General Counsel and Secretary
  
  
Dated: April 30, 2024