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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