Sector: Real Estate
NET LEASE OFFICE PROPERTIES · Meeting: June 12, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class II Trustees for a One-Year Term
Mr. Park has been a trustee since 2023 (less than 24 months at the time of the 2026 annual meeting, given his compensation as a non-employee trustee only began March 1, 2025, though he joined the board in 2023), brings deep capital markets and strategic planning experience from his long tenure at W. P. Carey, holds no other public company board seats, attended at least 75% of meetings, and NLOP's stock has significantly outperformed the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) over the relevant period, so no TSR trigger applies.
Mr. Pinola is a qualified independent trustee and certified public accountant serving as Lead Independent Trustee and Audit Committee Chair, holds no other public company board seats, attended at least 75% of meetings in 2025, and NLOP's 3-year price return of 107% outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +89.7 percentage points, well above the 65-percentage-point threshold required to trigger a negative vote, so no TSR underperformance concern exists.
Both Class II trustee nominees are qualified independent directors with relevant real estate and financial expertise, no overboarding concerns, adequate meeting attendance, and strong share price performance relative to the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index); both receive a FOR vote.
CEO
Jason E. Fox
Total Comp
N/A
Prior Support
N/A
NLOP does not directly pay its named executive officers — the CEO and CFO are employees of the external advisor W. P. Carey Inc. and receive no cash compensation from NLOP itself — so there is no traditional executive compensation program subject to a Say on Pay vote. As an emerging growth company, NLOP is not required to hold a Say on Pay advisory vote, and none appears on the 2026 ballot; accordingly, this entry reflects the only board-management proposal that occupies the second proposal slot, which is the Termination Authority Proposal. The Termination Authority Proposal asks shareholders to pre-authorize the board to dissolve NLOP once substantially all properties are sold, avoiding the cost and delay of a future special meeting; the board has successfully sold 41 of 59 properties and distributed approximately $336 million to shareholders, interests of trustees and the advisor are aligned with shareholders (no termination fee is payable to the advisor), and granting this authority is a straightforward and shareholder-friendly housekeeping step consistent with NLOP's wind-down mandate.
Auditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$750,000
Non-Audit Fees
$354,564
Tax fees of $354,564 represent approximately 47% of audit fees of $750,000, which is below the 50% threshold that would raise independence concerns, and PwC has only served NLOP since its inception in 2022 (roughly 4 years), well below the 25-year tenure threshold; no restatements or other concerns are noted, so ratification is supported.
The 2026 NLOP annual meeting features three proposals: election of two Class II trustees (both recommended FOR given strong stock outperformance versus the ^FNER — FTSE NAREIT All Equity REITs Index and no governance concerns), ratification of PricewaterhouseCoopers (recommended FOR given non-audit fees below the 50% threshold and short tenure), and a Termination Authority Proposal authorizing future dissolution (recommended FOR as it aligns with NLOP's wind-down mission and saves shareholders the cost of a future special meeting). There is no Say on Pay vote, as NLOP is an externally managed emerging growth company that does not directly compensate its named executive officers.
