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):  July 10, 2017

Global Net Lease, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-37390	45-2771978
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Park Avenue, 14^th Floor
New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 415-6500

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Scott J. Bowman

On July 10, 2017, Scott J. Bowman notified the board of directors (the “Board”) of Global Net Lease, Inc. (the “Company”) that he intends to resign from his roles as chief executive officer and president of the Company and Global Net Lease Advisors, LLC (the “Advisor”), the Company’s advisor, with effect August 15, 2017, or as of such earlier date as the Board may request. There were no disagreements between Mr. Bowman and the Company. Mr. Bowman advised the Company he will no longer be responsible for any part of any registration statement filed by the Company pursuant to and consistent with 15 U.S.C.§ 77k(b)(l).

Appointment of James Nelson as Chief Executive Officer and President

On July 12, 2017, the Board, with James Nelson abstaining, unanimously approved the appointment of James Nelson, currently a member of the Board, as chief executive officer and president of the Company and the Advisor, effective on or about August 15, 2017.

Mr. Nelson, 67, has served as an independent director, as chairman of the Company’s audit committee and as a member of the nominating and corporate governance committee and conflicts committee since March 2017. Mr. Nelson was the Company’s “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K. Effective upon his appointment as chief executive officer and president, Mr. Nelson will resign from all committees of the Board. Mr. Nelson will continue to serve as a member of the Board. There are no related party transactions involving Mr. Nelson that are reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On July 12, 2017, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated July 12, 2017.

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.

Date: July 12, 2017	By:	/s/ Scott. J. Bowman
	Name:	Scott. J. Bowman
	Title:	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Global Net Lease, Inc. Appoints Independent Director James L. Nelson as Chief Executive Officer

NEW YORK, July 12, 2017 – Global Net Lease, Inc. (“GNL”) (NYSE: GNL) announced today that its Board of Directors has unanimously approved the appointment of independent director and industry veteran James L. Nelson to serve as GNL’s Chief Executive Officer and President, effective on or about August 15, 2017. Mr. Nelson abstained from the vote. Mr. Nelson will continue to serve on GNL’s Board of Directors following his appointment; GNL’s Board of Directors consists of six members, four of which are independent.

Mr. Nelson joins the GNL management team with a long track record of success as a leader with experience in real estate, international business and capital markets. He previously served as Chief Executive Officer of a number of public and private companies, including Orbitex Management, a $17 billion (assets under management and administration) financial services company. He also served as Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company from 1986 until 2009. As a director of Icahn Enterprises L.P., Mr. Nelson provided board oversight in the acquisition and divestiture of over $1 billion in real estate assets. Mr. Nelson was a director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation from 2011 to 2015 and as Chairman from 2012 to 2015.

Mr. Nelson’s tenure as a board member for numerous public companies includes international business and capital markets experience with the various companies completing over $12 billion in financings and over $8 billion in strategic transactions. He will continue to serve as a board member of Icahn Enterprises, where he has served since 2001 and Herbalife where he has served since 2014.

Mr. Nelson was elected as a member of GNL’s Board of Directors on March 2017 and serves as a member of the nominating committee, governance committee and as Chair of GNL’s audit committee.

Sue Perrotty, GNL’s Non-Executive Chairperson noted, “We welcome Jim to the leadership team of GNL. As a director and the Chairman of GNL’s audit committee, Jim has had the opportunity to acquire a deep understanding of GNL’s portfolio and operations with regard to its investment process, financial capacity, and currency and interest rate hedging capabilities. On behalf of the Board of Directors, we are confident that his experience in real estate and international capital markets will help further GNL in its progress as one of the premier globally-focused net lease REITs. We thank Scott for his leadership and dedication and look forward to the future of GNL and executing our well positioned business strategy under Jim’s leadership.”

“I am delighted to have been appointed to serve as the Chief Executive Officer of Global Net Lease,” Mr. Nelson commented. “Given that the company is at a positive inflection point as it enters its third year since listing as a public company, I am confident we are positioned to extend GNL’s success as a leader in the net lease REIT industry. GNL has in-place a dynamic business strategy and is uniquely positioned to take advantage of both domestic and international opportunities. This includes executing on the acquisition of quality assets with stellar credit, while capitalizing on attractive borrowing costs. Having served as a Chairman of the audit committee creates a strong foundation of knowledge into GNL’s corporate structure and company strategy. I look forward to advancing these plans with the management team in an effort to increase shareholder value in the years to come.”

Mr. Nelson is replacing current Chief Executive Officer Scott Bowman, who is stepping down to spend more time with his family. Mr. Bowman’s last day with GNL will be the later of August 15, 2017, and the day following the filing of the Company’s second quarter 10-Q report with the SEC. Mr. Bowman has resigned without disagreements with GNL, its Advisor or Property Manager, and has offered to make himself available to facilitate a smooth transition.

About Global Net Lease, Inc.

Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate investment trust listed on the NYSE focused on acquiring a diversified global portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant, mission critical income producing net-leased assets across the United States, Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Actual results may differ materially from those contemplated by such forward-looking statements, including those set forth in the Risk Factors section of GNL’s most recent Annual Report on Form 10-K. Further, forward-looking statements speak only as of the date they are made, and GNL undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Contacts

Media Inquiries:	Investor Inquiries:
Brad Cohen Managing Partner ICR Brad.Cohen@icrinc.com (203) 682-8211	Nick Radesca Chief Financial Officer Global Net Lease, Inc. nradesca@globalnetlease.com (212) 415-6500