NNN REIT (NNN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, with proposals to elect eight directors, approve executive compensation, and ratify the independent auditor for 2025.

• 2024 saw 2.7% dividend growth, 35 consecutive years of increases, $565.4M in acquisitions, and strong FFO per share growth.

• Board refreshment and diversity initiatives continued, with three new independent directors added in the past six years.

• CEO transition planned, with Mr. Chao to become CFO in April 2025.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor.

• Shareholders can submit proposals for the 2026 meeting by December 1, 2025, and nominate directors via proxy access or advance notice provisions.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; leadership is separated between CEO and non-executive Chair.

• Board diversity in gender, race, ethnicity, and experience is emphasized; 57% of independent directors are female, racially, or ethnically diverse.

• Board committees (Audit, Compensation, Governance/Nominating) are fully independent and meet NYSE standards.

• Proxy access and special meeting rights are available to shareholders.