ISS, Glass Lewis make recommendations on GNL, Necessity Retail votes

Global Net Lease

08/05/2023 17:40

By Svea Herbst-Bayliss
       NEW YORK, May 8 (Reuters) - Proxy advisory firms ISS and
Glass Lewis urged shareholders in Global Net Lease Inc  GNL.N 
and Necessity Retail REIT Inc  RTL.O  to withhold support from
several incumbent directors amid a battle with hedge fund
Blackwells Capital.
    "Given the multiple governance deficiencies of the company,
shareholders are recommended to withhold support from both
(James) Nelson and (Edward) Weil (at Global Net Lease)," ISS
wrote. It also recommended withholding support from Weil and
Lisa Kabnick at Necessity Retail REIT.
    Representatives for the companies did not immediately
respond to a request for comment and Blackwells declined to
comment.
    ISS noted that Weil sits on the boards of more than three
publicly-traded companies while serving as CEO of at least one
publicly-traded firm. Large shareholders are often critical of
people sitting on too many boards.
    "Our concerns regarding the level of outside commitments of 
key directors (Weil and Nelson) add to our broader governance
concerns at the Company and on the board," Glass Lewis wrote.
    The annual meetings are scheduled for May 18.
    The proxy advisors noted that shareholders are prohibited
from amending the bylaws and that the board has stuck by rules
where directors do not have to stand for election every year,
putting the companies out of step with most of corporate
America.  They also raised concern about the company's defense
tactics and renewal of a poison pill. 
    Blackwells and the companies are battling in Maryland and
New York courts over the hedge fund's effort to nominate its own
candidates to the board.
    Blackwells wants to improve corporate governance at the
two REITs, end the relationships with outside manager AR Global,
and spur a review of strategic alternatives, Reuters reported in
October.
    

 (Reporting by Svea Herbst-Bayliss; Editing by Sharon Singleton)
 ((svea.herbst@thomsonreuters.com; +617 856 4331; Reuters
Messaging: svea.herbst.thomsonreuters.com@reuters.net))