RTL Necessity Retail REIT Inc

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2023 annual meeting of stockholders (the “Annual Meeting”) of The Necessity Retail REIT, Inc. (the “Company”) was held on June 29, 2023, at which there were present, in person or by proxy, stockholders holding an aggregate of 102,334,453 shares of the Company’s common stock, out of a total number of 133,758,801 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 76.51% of the shares entitled to be voted.

At the Annual Meeting, the Company’s stockholders: (i) re-elected Lisa D. Kabnick and Edward M. Weil, Jr. as Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualify; (ii) ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (“NEOs”). The proposals are described in detail in the Company’s definitive proxy statement dated April 10, 2023. No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting. The final results of the matters voted on at the Annual Meeting are set forth below:

Members of our board of directors are elected by the affirmative vote of a plurality of the votes cast, with the person receiving the most votes cast elected to the board. Given Ms. Kabnick’s and Mr. Weil’s experience, leadership and extensive knowledge of the Company’s industry and its long-term business strategy, our board remains confident that Ms. Kabnick and Mr. Weil are well-qualified to continue to serve as members of the board and contribute meaningfully to the board and the Company’s long-term business objectives.

Proposal 2 - Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023:

* No broker non-votes arose in connection with Proposal No. 2.

Proposal 3 - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers:

* No broker non-votes arose in connection with Proposal No. 3.

The terms of a Cooperation Agreement and Release, dated June 4, 2023, between the Company, The Necessity Retail REIT, Inc. (“RTL”) and certain of their respective affiliates and Blackwells/Related (as defined in the Prior Form 8-K) terminating the proxy contests between Blackwells/Related and the Company and RTL were disclosed in the Company's Current Report on Form 8-K filed with the SEC on June 5, 2023 (the “Prior Form 8-K”). An estimate of the anticipated cost to the Company of the solicitation of proxies was included in the Company's proxy statement, as supplemented.