SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
|Filed by the Registrant x|
|Filed by a Party other than the Registrant ¨|
Check the appropriate box:
|¨||Preliminary Proxy Statement|
|¨||Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))|
|¨||Definitive Proxy Statement|
|x||Definitive Additional Materials|
|¨||Soliciting Material Pursuant to §240.14a-12|
THE NECESSITY RETAIL REIT, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|x||No fee required.|
|¨||Fee paid previously with preliminary materials.|
|¨||Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2023
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction
|(Commission File Number)||
|650 Fifth Avenue, 30th Floor
New York, New York
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 415-6500
(Former name or former address, if changed since last report): N/A
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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to section 12(b) of the Act:
|Title of each class||Trading
|Name of each exchange on which
|Class A Common Stock, $0.01 par value per share||RTL||The Nasdaq Global Select Market|
|7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share||RTLPP||The Nasdaq Global Select Market|
|7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share||RTLPO||The Nasdaq Global Select Market|
|Preferred Stock Purchase Rights||The Nasdaq Global Select Market|
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).
Emerging growth company ¨
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. ¨
|Item 8.01||Other Events.|
On May 12, 2023, The Necessity Retail REIT, Inc. (“RTL” or the “Company”) announced it had postponed its annual meeting, previously scheduled for May 18, 2023, until a date on or about July 21, 2023. The Company will announce the time and date of the postponed meeting in due course. There is no change to the web address, the record date, the purpose, or any of the proposals to be acted upon at the annual meeting, and the deadline to register to participate in the postponed annual meeting will be 12:30 p.m. on the business day before the meeting date. Stockholders who have already authorized proxies to vote their shares do not need to reauthorize proxies unless they wish to change their voting instructions. Proxies previously submitted will be voted at the postponed meeting unless properly revoked. Stockholders who have not already authorized proxies to vote their shares or wish to change their voting instructions are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.
The statements in this letter that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of RTL’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of (i) the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, and (ii) the geopolitical instability due to the ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on RTL, RTL’s tenants and the global economy and financial markets, and (iii) inflationary conditions and higher interest rate environments, as well as those set forth in the Risk Factors section of RTL's most recent Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023, and all other filings with the Securities and Exchange Commission (the “SEC”) after that date, as such risks, uncertainties and other important factors may be updated from time to time in RTL’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and RTL undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement on Schedule 14A, an accompanying GOLD proxy card and other relevant documents with the SEC in connection with such solicitation of proxies from the Company’s stockholders for the Company’s 2023 annual meeting of stockholders. STOCKHOLDERS OF RTL ARE STRONGLY ENCOURAGED TO READ RTL’s DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by RTL with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Filings and Financials” section of RTL’s website, https://www.necessityretailreit.com/, or by contacting firstname.lastname@example.org as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
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 hereunto duly authorized.
|THE NECESSITY RETAIL REIT, INC.|
|Date: May 12, 2023||By:||/s/ Edward M. Weil, Jr.|
|Name:||Edward M. Weil, Jr.|
|Title:||Chief Executive Officer and President|