SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
Previously, The Necessity Retail REIT, Inc. (the “Company”) rejected a purported notice from a stockholder, Blackwells Onshore I LLC (“Blackwells Onshore”), stating its intention to nominate two individuals to the Company’s board of directors and to have six proposals considered at the Company’s 2023 annual meeting of stockholders. The Company notified Blackwells Onshore that the purported notice did not comply with the Company’s bylaws, as amended, on the grounds that the nominees did not qualify for election to the Company’s board and because the notice failed to comply with the terms of the Company bylaws. Blackwells and other participants in its proxy solicitation subsequently made certain filings under the rules governing proxy solicitations under the Securities Exchange Act of 1934 (the “Exchange Act”).
On December 19, 2022, the Company filed a complaint against Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore (together with Blackwells Capital, “Blackwells”), and certain others involved with Blackwells proxy solicitation (collectively the “Defendants”), captioned The Necessity Retail REIT, Inc. v. Blackwells Capital LLC, et al., No. 1:22-cv-10703 (Dec. 19, 2022), in the United States District Court for the Southern District of New York. The complaint alleges that Blackwells and the other Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting or misstating material information in materials filed by the Defendants. The complaint seeks, among other things, to (i) declare that the proxy materials filed by Blackwells violate Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, (ii) order Blackwells and the other Defendants to publicly correct their material misstatements or omissions, (iii) enjoin Blackwells and the other Defendants from publishing any soliciting materials until each of them files corrective statements to address the material misstatements or omissions, and (iv) preliminarily and permanently enjoin Blackwells and the other Defendants from committing any further violations of federal securities law.
In addition, on December 19, 2022, Blackwells Onshore filed a complaint against the Company and another defendant captioned Blackwells Onshore I LLC v. The Necessity Retail REIT, Inc., et al., No. 24C22005195 (Dec. 19, 2022), in the Circuit Court of Maryland for Baltimore City. The complaint alleges that the Company committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two persons to the Company’s board proposed by Blackwells and various proposals which Blackwells seeks to have considered at the Company’s 2023 annual meeting of stockholders. The complaint seeks, among other things, (i) to enjoin the Company from interpreting its bylaws in a fashion that would preclude Blackwells Onshore from nominating two candidates for election to the Company’s board, (ii) to declare that the Company’s bylaws do not preclude Blackwells Onshore’s nominees or business proposals, (iii) to declare the previously announced Second Amendment to the Company’s bylaws void and unenforceable, (iv) to enjoin the Company from taking any steps to reject the nominations made by Blackwells Onshore and require the Company to count votes cast in favor of any of the persons nominated by Blackwells Onshore, and (v) unspecified damages for purported breach of the bylaws. The Company intends to vigorously defend against the claims.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|THE NECESSITY RETAIL REIT, INC.|
|Date: December 21, 2022||By:||/s/ Jason F. Doyle|
Jason F. Doyle
Chief Financial Officer, Treasurer and Secretary