Net Lease Office Properties (NLOP) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 12, 2026, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Key proposals include electing two Class II trustees, authorizing the Board to terminate the company at a future date, and ratifying the appointment of PricewaterhouseCoopers LLP as auditor for 2026.

• The company, spun off from W. P. Carey Inc. in 2023, focuses on asset management and property dispositions, with 41 of 59 original properties sold by March 2026.

• Shareholder distributions since the spin-off total approximately $336 million.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II trustees for a one-year term; Board recommends FOR.

• Proposal 2: Authorize Board to terminate the company after asset sales; Board recommends FOR.

• Proposal 3: Ratify PricewaterhouseCoopers LLP as auditor for 2026; Board recommends FOR.

• Shareholder approval for termination requires two-thirds of outstanding shares; abstentions and broker non-votes count as votes against.

• Shareholder proposals for the 2027 meeting must be submitted between November 17 and December 17, 2026.

Board of directors and corporate governance

• Board consists of three classes of trustees, with annual elections beginning in 2027.

• All standing committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent trustees.

• Board and committee meetings had at least 75% attendance in 2025.

• Proxy access allows groups of up to 20 shareholders with 3%+ ownership for 3 years to nominate trustees.

• No shareholder rights plan in place; any future plan requires shareholder approval.