STAG Industrial, Inc. 10-Q

Item 5. Other Information As of the quarter ended March 31, 2022, all items required to be disclosed in a Current Report on Form 8-K were reported. April 2022 Note Purchase Agreement On April 28, 2022, we entered into a note purchase agreement (the “April 2022 NPA”) for the future private placement by the Operating Partnership of $400 million of senior unsecured notes, maturing June 28, 2032, with a fixed annual interest rate of 4.12%. The notes are expected to be issued on or around June 28, 2022, subject to conditions. The April 2022 NPA contains a number of financial covenants substantially similar to the financial covenants contained in our unsecured credit facility, plus a financial covenant that requires us to maintain a minimum interest coverage ratio of not less than 1.50:1.00. Subject to the terms of the April 2022 NPA, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, interest or the Make-Whole Amount (as defined in the April 2022 NPA), and (ii) a default in the payment of certain other indebtedness, the principal, the accrued and unpaid interest and the Make-Whole Amount on the outstanding notes will become due and payable at the option of the holders. The Company and certain of its subsidiaries will guarantee the obligations under the notes, subject to release pursuant to the terms of the April 2022 NPA. We intend to use the net proceeds from the issuance of the notes to repay indebtedness outstanding under our unsecured credit facility and for general corporate purposes, including funding future acquisitions. The notes have not been and will not be registered under the Securities Act, and may not be offered or sold absent registration or an applicable exemption from the 43 Table of Contents registration requirements. We offered and sold the notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The foregoing description of the April 2022 NPA does not purport to be complete and is qualified in its entirety by reference to the full text of the April 2022 NPA (including the form of note), a copy of which is filed as Exhibit 10.2 to this report and incorporated herein by reference. Submission of Matters to a Vote of Security Holders On May 2, 2022, 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 nine directors to hold office until the 2023 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, 2022; and 3. the approval, by non-binding vote, of the Company’s executive compensation. The nine nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved and executive compensation was approved. 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 134,846,422 6,298,673 110,296 16,904,290 Jit Kee Chin 140,695,586 445,057 114,748 16,904,290 Virgis W. Colbert 136,624,964 4,510,114 120,313 16,904,290 Michelle S. Dilley 137,746,144 3,400,815 108,432 16,904,290 Jeffrey D. Furber 137,455,147 3,679,693 120,551 16,904,290 Larry T. Guillemette 137,728,384 3,412,704 114,303 16,904,290 Francis X. Jacoby III 134,747,665 6,390,982 116,744 16,904,290 Christopher P. Marr 135,560,139 5,256,309 438,943 16,904,290 Hans S. Weger 137,625,735 3,513,377 116,279 16,904,290 Proposal 2: Ratification of Appointment of Independent Registered Public Accountants: Votes For Votes Against Abstentions Broker Non-Votes 154,474,009 3,555,243 130,429 -0- Proposal 3: Approval of Executive Compensation: Votes For Votes Against Abstentions Broker Non-Votes 135,321,522 5,400,365 533,504 16,904,290 44 Table of Contents Item 6. Exhibits Exhibit Number Description of Document 10.1 Executive Employment Agreement with Matts S. Pinard, dated January 10, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on January 12, 2022) 10.2 * Note Purchase Agreement, dated April 28, 2022 31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 45 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STAG INDUSTRIAL, INC. Date: May 3, 2022 BY: /s/ MATTS S. PINARD Matts S. Pinard Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer) BY: /s/ JACLYN M. PAUL Jaclyn M. Paul Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 46