UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2020 (May 5, 2020)
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State of other jurisdiction of incorporation)
|
1-12928 (Commission file number) |
38-3148187 (I.R.S. Employer Identification No.) |
|
70 E. Long Lake Road Bloomfield Hills, MI (Address of principal executive offices) |
48304 (Zip code) |
(Registrant’s telephone number, including area code) (248) 737-4190
Not applicable
(Former name or former address, if changed since last report)
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 Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.0001 par value | ADC | New York Stock Exchange |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 5, 2020, Agree Realty Corporation (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted were:
| a) | To elect three directors to serve until the annual meeting of stockholders in 2023 and to elect one director to serve until the annual meeting of stockholders in 2021; and |
| b) | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2020; and |
| c) | To approve, by non-binding vote, executive compensation; and |
| d) | To approve the 2020 Omnibus Incentive Plan. |
The four nominees were elected, the appointment of the independent registered public accounting firm was ratified, and the executive compensation was approved by non-binding vote. In addition, the 2020 Omnibus Incentive Plan, as described in the Company’s proxy statement filed on March 23, 2020, was approved. The results of the voting were as follows:
Election of Directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Merrie Frankel | 35,894,369 | 1,294,476 | 2,608,350 |
| Farris G. Kalil | 35,877,091 | 1,311,754 | 2,608,350 |
| Simon Leopold | 36,835,150 | 353,695 | 2,608,350 |
| William S. Rubenfaer | 36,277,396 | 911,449 | 2,608,350 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 39,679,896 | 94,753 | 22,546 | 0 |
Approval, by Non-Binding Vote, of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 36,193,668 | 909,047 | 86,130 | 2,608,350 |
Approval of the 2020 Omnibus Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 34,787,855 | 2,303,047 | 97,943 | 2,608,350 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description |
| 10.1 | The Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 23, 2020). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AGREE REALTY CORPORATION | ||||
| By: | /s/ Clayton R. Thelen | |||
| Name: | Clayton R. Thelen | |||
| Title: | Chief Financial Officer and Secretary | |||
| Date: May 6, 2020 | ||||