Broadstone Net Lease (BNL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2025, to be held virtually; record date is March 3, 2025.

• Key business items: election of nine directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor for 2025.

• 2024 financial highlights: $404.8M invested, $364M in property sales, 99.1% occupancy, $169M net income, $282M AFFO (up 1.4% YoY), and $1.9B in debt with a leverage ratio of 5.0x.

• Substantial completion of healthcare portfolio simplification, shifting focus to industrial and retail properties.

Voting matters and shareholder proposals

• Proposals: elect nine directors, approve executive compensation (say-on-pay), ratify Deloitte & Touche LLP as auditor, and address other business.

• Shareholders can vote online, by phone, or mail; votes can be changed or revoked before the meeting.

• Shareholder proposals for the 2026 meeting must be submitted by November 21, 2025.

Board of directors and corporate governance

• Board will reduce from eleven to nine members post-meeting; all directors are elected annually.

• Board is predominantly independent; Chairman is an independent, non-executive director.

• Committees (Audit, Compensation, Governance) are fully independent; all committee members meet NYSE independence standards.

• Board and committee oversight includes risk management, sustainability, IT/cybersecurity, and compensation.

• Stock ownership guidelines require significant equity holdings for executives and directors.

• No poison pill or classified board; opted out of certain anti-takeover provisions.