Net Lease Office Properties

This proposal asks shareholders to pre-authorize the Board to terminate NLOP at a future date after the company has sold all or substantially all of its properties and to take the legal and administrative steps necessary to wind up the company's affairs without seeking additional shareholder approval at that later time. Management frames this as a pragmatic governance step reflecting the company's disposition strategy following the 2023 spin-off from W. P. Carey: NLOP has sold 41 of 59 properties through March 19, 2026, generated approximately $813 million in gross proceeds and returned roughly $336 million to shareholders, and the Board expects further asset sales in 2026–2027. The Board emphasizes this vote does not obligate it to terminate NLOP by any particular date or at all, but would allow the Board to act quickly and to achieve cost efficiencies by avoiding special meetings to obtain approval when termination becomes advisable. The proxy clarifies that shareholder approval is required under the Declaration of Trust to terminate the company even though selling substantially all assets does not itself require shareholder approval; abstentions and broker non-votes will count as votes against the measure and a two-thirds affirmative vote of outstanding shares is required. The proposal also explains practical consequences of termination, including potential delisting and deregistration, the potential use of a liquidating entity to hold residual assets and liabilities, and that final distributions may be deferred pending resolution of contingent liabilities. Management discloses alignment of interests (trustees hold shares) and notes no termination fee is payable to the Advisor, addressing potential conflict-of-interest concerns. From a governance and investor perspective, the vote is principally procedural but material because it gives the Board discretion to effectuate a full wind-up and eliminate public-company costs; it shifts the timing discretion to the Board while preserving voting control on the substantive decision to terminate through a supermajority threshold. Shareholders should weigh the benefits of expeditious execution and cost savings against the importance of retaining an opportunity to review termination terms at the time assets are nearly fully liquidated, and should consider tax, liquidity, and timing implications described in the proxy when deciding whether to support the authorization.