Nnn REIT Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors to serve for a term ending at the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials, effectively endorsing the Compensation Committee’s pay design and outcomes. Management seeks approval to validate a program that uses a mix of base salary, annual cash incentives tied primarily to Core FFO per share, and long-term equity incentives (70% performance-based restricted shares tied to three‑year relative TSR and 30% service-based restricted shares) to align executive incentives with long-term stockholder value. The Compensation Committee has emphasized pay-for-performance features including downward adjustments for excessive leverage, equity retention requirements, clawback provisions, and the use of restricted stock rather than options to better align with the Company’s REIT structure and dividend policy. In context, the Company reported modest Core FFO growth in 2025, paid increased dividends, and set long-term incentives tied to TSR vs. an industry peer group; the 2025 program produced payouts consistent with those performance outcomes and prior shareholder feedback (96.3% support in 2025). Management argues that the program balances short- and long-term metrics, mitigates undue risk through committee oversight and external consultants, and supports retention and alignment via multi-year vesting schedules. The Board recommends a FOR vote, stating the program aligns with stockholder interests and that the Board will consider the advisory vote results when making future compensation decisions. Potential investor concerns center on magnitude of equity awards and how peer-group TSR comparisons may affect realized pay; the Company counters with disclosure of peer benchmarking, compensation philosophy, protections against excessive risk, and prior strong shareholder support. For an analyst evaluating governance and pay-for-performance, key considerations include the relative weighting of TSR vs. Core FFO, vesting schedules, the peer group composition for TSR comparisons, and the Company’s demonstrated responsiveness to shareholder votes and governance best practices.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Nnn REIT Inc 2026 annual meeting?

Nnn REIT Inc (NNN) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Nnn REIT Inc 2026 meeting?

The record date for the Nnn REIT Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nnn REIT Inc's 2026 meeting?

The board is presenting 7 director nominees at the Nnn REIT Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nnn REIT Inc 2026 meeting?

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