ck1424182-8k_20190507.htm

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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).

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On May 7, 2019, Broadstone Net Lease, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 1, 2019, the record date for the Annual Meeting, there were 22,597,882.21 shares of the Company’s common stock, $0.001 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 stockholders of the Company elected each of Amy L. Tait, Christopher J. Czarnecki, Laurie A. Hawkes, David M. Jacobstein, Agha S. Khan, Thomas P. Lydon, Jr., Shekar Narasimhan, Geoffrey H. Rosenberger, and James H. Watters as directors of the Company to serve until the next annual meeting of stockholders and until their successors have been elected and qualified.

Additionally, the stockholders of the Company considered a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

The final results of voting on each of the matters submitted to a vote of stockholders are as set forth below. There were no broker non-votes on any of the proposals.

Two of the nominees to the Company’s board of directors, Ms. Tait and Mr. Khan, were nominated by Broadstone Asset Management, LLC (the “Asset Manager”), the Company’s asset manager, pursuant to the terms of the Second Amended and Restated Asset Management Agreement by and among the Company, Broadstone Net Lease, LLC, and the Asset Manager. Pursuant to the Voting Agreement and Irrevocable Proxy contained in the Company’s subscription agreement for shares of Common Stock, each of the Company’s stockholders has designated officers of the Company to vote their shares of Common Stock in favor of the election of the Asset Manager’s two director nominees. With respect to the remaining seven director nominees, 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 is made, in favor of the election of the nominees.

At the Annual Meeting, each of the nine director nominees was elected, by the vote indicated below, to serve as a director until the Company’s annual meeting of stockholders to be held in 2020, or until his or her respective successor is duly elected and qualified:

Nominee	Votes For		Votes Against		Abstained
Amy L. Tait*		22,597,882.21		—		—
Christopher J. Czarnecki		11,282,261.14		66,275.17		147,675.36
Laurie A. Hawkes		11,336,375.41		3,532.73		156,303.53
David M. Jacobstein		11,297,711.49		3,532.73		194,967.45
Agha S. Khan*		22,597,882.21		—		—
Thomas P. Lydon, Jr.		11,331,053.14		—		165,158.53
Shekar Narasimhan		11,329,712.79		3,532.73		162,966.15
Geoffrey H. Rosenberger		11,302,537.07		14,345.99		179,328.61
James H. Watters		11,295,347.63		38,559.94		162,304.10

* Votes cast pursuant to Voting Agreement and Irrevocable Proxy as discussed above.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019

At the Annual meeting, holders of Common Stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, as set forth below:

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

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.


Maryland	000-55774	26-1516177
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


800 Clinton Square, Rochester, New York	14604
(Address of principal executive offices)	(Zip Code)

Votes For			11,288,318.98
Votes Against			94,241.50
Abstained			113,651.19