bnl-20260430

Maryland

001-39529

26-1516177

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

207 High Point Drive

Suite 300

Victor, New York

14564

(Address of Principal Executive Offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00025 par value

BNL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 30, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 2, 2026, the record date for the Annual Meeting, there were 191,588,366 shares of the Company’s common stock, $0.00025 par value per share (the “Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. Each such outstanding share of Common Stock entitled its holder to cast one vote on each proposal to be voted on during the Annual Meeting.

At the Annual Meeting, the Company’s stockholders (i) elected nine directors to the Board of Directors of the Company (the “Board”) to serve until the Company’s 2027 annual meeting of stockholders, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposals are described in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2026. The final voting results for each proposal are set forth below.

The officer holding the proxies solicited in connection with the Annual Meeting voted the shares as designated on the proxy, or if no such designation was made, in favor of the election of the nominees. At the Annual Meeting, the shareholders elected each of the nine director nominees, by the vote indicated below, to serve as a director until the Company’s 2027 annual meeting of stockholders, or until his or her respective successor is duly elected and qualified:


Nominee	Votes For	Votes Against	Abstained	Broker Non-Votes

Laurie A. Hawkes	147,520,874.31	2,084,471.00	158,381.00	16,804,836.69
John D. Moragne	148,382,676.31	928,685.00	452,365.00	16,804,836.69
Michael A. Coke	147,456,473.31	1,808,972.00	498,281.00	16,804,836.69
Jessica Duran	146,201,338.31	3,066,090.00	496,298.00	16,804,836.69
Laura Felice	145,924,049.31	3,340,997.00	498,680.00	16,804,836.69
Richard Imperiale	146,658,470.31	2,606,974.00	498,282.00	16,804,836.69
David M. Jacobstein	144,869,391.31	4,480,973.00	413,362.00	16,804,836.69
Joseph Saffire	148,216,528.31	1,048,103.00	499,095.00	16,804,836.69
James H. Watters	144,605,203.31	4,724,179.00	434,344.00	16,804,836.69

At the Annual Meeting, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The table below sets forth the voting results for this proposal:

In accordance with the Board’s prior determination to hold an advisory “say on pay” vote every year, subject to stockholder approval, and the stockholders' indication that their preferred frequency is also to hold a “say on pay” vote every year, the Company will maintain its previously adopted annual “say on pay” policy.

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			BROADSTONE NET LEASE, INC.

Date:	May 1, 2026	By:	/s/ John D. Callan, Jr.
			Name: John D. Callan, Jr. Title: Senior Vice President, General Counsel and Secretary


Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


(d)			Exhibits