Broadstone Net Lease Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors to the Company’s Board of Directors to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for fiscal 2025 as disclosed in the Proxy Statement.

   More detail

   This advisory 'say-on-pay' proposal asks stockholders to approve the compensation of the Company’s named executive officers for fiscal 2025 as disclosed in the Proxy Statement. Management presents this non-binding vote to confirm that its pay programs — including base salary, formulaic annual cash bonuses tied largely to objective metrics (AFFO per share, net debt to annualized adjusted EBITDAre, and economic occupancy), and a long-term incentive mix of performance-based RSUs (rTSR) and time-based restricted shares — continue to align executives’ interests with long-term stockholder value. The Compensation Committee uses market benchmarking, an independent consultant, and a peer group to set target pay and mix, and it increased target long-term incentive opportunities in 2025 to better align CEO and senior officer pay with the peer median. The board emphasizes substantial 'at-risk' compensation (majority variable, with performance measures forming a large portion) and a clawback policy, stock ownership guidelines, and other governance protections to mitigate excessive risk-taking. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome and shareholder feedback in future pay decisions. Management recommends a FOR vote, arguing historical stockholder support and alignment of pay with performance (noting the 2025 bonus and LTI structures are tied to measurable performance). The broader context includes prior strong say-on-pay support (90.8% in 2025) and recent pay program refinements (e.g., promotion grants, structured discretionary component) intended to drive long-term results while retaining key executives. For sophisticated evaluation, key issues include the calibration of rTSR peers and absolute TSR modifier, the balance between time-based and performance-based equity, the magnitude of CEO LTI increases relative to peers, and severance/change-in-control protections that could affect pay outcomes under certain transactions.

3. 3

   Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Broadstone Net Lease Inc 2026 annual meeting?

Broadstone Net Lease Inc (BNL) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Broadstone Net Lease Inc 2026 meeting?

The record date for the Broadstone Net Lease Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Broadstone Net Lease Inc's 2026 meeting?

The board is presenting 9 director nominees at the Broadstone Net Lease Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Broadstone Net Lease Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Broadstone Net Lease Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.