ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.



At the annual meeting of stockholders of STAG Industrial, Inc. (the "Company")
held on April 25, 2023, the Company's stockholders approved an amendment (the
"Amendment") to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended
and restated (the "2011 Plan"), under which the Company may issue equity-based
awards, including stock options, stock appreciation rights, restricted stock,
restricted stock units, unrestricted stock awards and other awards based on
shares of the Company's common stock, such as LTIP units in the Company's
operating partnership, to executive officers, directors, employees and other
individuals providing bona fide services to or for the Company or its
affiliates. The Amendment increased the total number of shares of common stock,
par value $0.01 per share, of the Company authorized and reserved for issuance
under the 2011 Plan by 3,500,000 shares to an aggregate of 10,142,461 shares of
common stock, subject to certain adjustments as described in the 2011 Plan. The
Amendment also extends the expiration date of the 2011 Plan from April 30, 2028
to April 24, 2033. Awards previously granted under the 2011 Plan will remain in
effect pursuant to their terms.

The foregoing description is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference. A description of the material terms of the
2011 Plan can be found in the section entitled "Proposal 3: Amendment to the
2011 Equity Incentive Plan" in the Company's Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on March 16,
2023, which description is incorporated by reference into this Current Report on
Form 8-K.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 25, 2023, 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 10 directors to hold office until the 2024 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, 2023;

3.the approval of the Amendment; and

4.the approval, by non-binding vote, of the Company's executive compensation.



The 10 nominees were elected, the ratification of the appointment of the
independent registered public accounting firm was approved, the Amendment was
approved and the Company's 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         136,598,289         4,141,939           396,625             17,054,136
Jit Kee Chin                140,220,951          780,994            134,908             17,054,136
Virgis W. Colbert           133,180,362         7,815,443           141,048             17,054,136
William R. Crooker          138,686,296         2,314,278           136,279             17,054,136
Michelle Dilley             136,606,164         4,396,990           133,699             17,054,136
Jeffrey D. Furber           136,081,142         4,920,558           135,153             17,054,136
Larry T. Guillemette        136,751,391         4,245,997           139,465             17,054,136
Francis X. Jacoby III       133,351,590         7,648,958           136,305             17,054,136
Christopher P. Marr         118,814,915        21,924,196           397,742             17,054,136
Hans S. Weger               136,747,275         4,249,318           140,260             17,054,136




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Proposal 2: Ratification of Appointment of Independent Registered Public
Accountants:

  Votes For        Votes Against       Abstentions        Broker Non-Votes
 154,465,782         3,537,304           187,903                 -

Proposal 3: Amendment to the 2011 Equity Incentive Plan:

Votes For Votes Against Abstentions Broker Non-Votes


 134,912,046         5,663,790           561,017             17,054,136

Proposal 4: Approval of Executive Compensation:

Votes For Votes Against Abstentions Broker Non-Votes


 134,949,849         5,598,682           588,322             17,054,136

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits

Exhibit
Number          Description
10.1              Amendment to the 2011 Equity Incentive Plan
104              Cover Page Interactive Data File (embedded within the XBRL document)

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