UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On April 28, 2025, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:
| 1. | the election of 11 directors to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and |
| 3. | the approval, by non-binding vote, of the Company’s executive compensation. |
The 11 nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved, the Company’s executive compensation was approved, and one year was the frequency of executive compensation votes recommended by the stockholders. The results of the voting were as follows:
Proposal 1: Election of Directors:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Benjamin S. Butcher | 150,871,782 | 4,731,572 | 169,775 | 14,204,249 | ||||
| Jit Kee Chin | 155,304,403 | 299,990 | 168,736 | 14,204,249 | ||||
| Virgis W. Colbert | 148,324,462 | 6,974,499 | 474,168 | 14,204,249 | ||||
| William R. Crooker | 152,962,558 | 2,639,813 | 170,758 | 14,204,249 | ||||
| Michelle S. Dilley | 146,584,287 | 9,024,960 | 163,882 | 14,204,249 | ||||
| Jeffrey D. Furber | 149,867,589 | 5,736,122 | 169,418 | 14,204,249 | ||||
| Larry T. Guillemette | 149,834,780 | 5,767,654 | 170,695 | 14,204,249 | ||||
| Francis X. Jacoby III | 147,430,770 | 8,173,963 | 168,396 | 14,204,249 | ||||
| Christopher P. Marr | 147,683,449 | 7,918,651 | 171,029 | 14,204,249 | ||||
| Hans S. Weger | 149,837,383 | 5,766,348 | 169,398 | 14,204,249 | ||||
| Vicki Lundy Wilbon | 155,392,812 | 216,725 | 163,592 | 14,204,249 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 165,748,381 | 4,058,180 | 170,817 | — |
Proposal 3: Approval of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 149,461,986 | 5,922,515 | 388,628 | 14,204,249 |
SIGNATURES
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.
| STAG INDUSTRIAL, INC. | ||
| By: | /s/ Jeffrey M. Sullivan | |
| Jeffrey M. Sullivan | ||
| Executive Vice President, General Counsel | ||
| and Secretary | ||
| Dated: April 30, 2025 | ||