0000917251
false
0000917251
2021-09-10
2021-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 13, 2021 (September 10, 2021)
AGREE REALTY CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
(State or 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 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On September 10, 2021, the Board of Directors
(the “Board”) of Agree Realty Corporation (the “Company”) voted to increase the size of the Board to ten members
and voted to appoint Michael Judlowe to the Board to fill the vacancy created by the increase in Board size, effective September 10, 2021.
Mr. Judlowe will stand for election at the Company’s 2022 Annual Meeting of Stockholders.
Mr. Judlowe will also serve on the Compensation
Committee of the Board. The Board has determined that Mr. Judlowe is independent in accordance with the listing standards of the New York
Stock Exchange and the Company’s Corporate Governance Guidelines, and that he otherwise meets all applicable requirements to serve
on the Board and the Compensation Committee, including the rules and regulations of the Securities and Exchange Commission.
Mr. Judlowe most recently served as Chairman of
Jefferies’ US Real Estate, Gaming and Lodging investment banking practice from June 2019 to March 2021. Mr. Judlowe previously served
as Co-Head of Equity Capital Markets Americas from 2013 to 2019. He joined Jefferies as a Managing Director in 2010 to establish the Real
Estate Equity Capital Markets practice. Prior to his time at Jefferies, Mr. Judlowe spent 10 years in Equity Capital Markets at Citigroup.
Over his career in banking, Mr. Judlowe has led a significant number of equity transactions and successful initial public offerings, including
National Storage Affiliates Trust (NYSE: NSA), QTS Realty Trust, Inc. (NYSE: QTS), AmREIT, Inc. (formerly NYSE: AMRE) and ClubCorp Holdings,
Inc. (formerly NYSE: MYCC). Mr. Judlowe earned his B.A. in Political Science from Tufts University and an M.B.A. in Marketing from NYU's
Stern School of Business.
In connection with his appointment to the Board,
Mr. Judlowe will be compensated in accordance with the Company’s non-employee director compensation program.
|
Item 7.01.
|
Regulation FD Disclosure.
|
On
September 13, 2021, the Company issued a press release announcing the appointment of Mr. Judlowe to
the Board.
A copy
of the press release is furnished as Exhibit 99.1 to this report.
The Company
has posted a copy of the press release in the Investors section of its website at www.agreerealty.com.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
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/ Peter Coughenour
|
|
|
|
Name:
|
Peter Coughenour
|
|
|
|
Title:
|
Interim Chief Financial Officer
|
Date: September 13, 2021
Exhibit 99.1
|
70 E. Long Lake Rd.
|
|
Bloomfield Hills, MI 48304
|
|
www.agreerealty.com
|
|
|
|
|
|
FOR IMMEDIATE RELEASE
|
Agree
Realty Announces Appointment of Michael Judlowe to Board of Directors
Bloomfield Hills, MI, September 13, 2021 --
Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced that Michael
Judlowe has joined the Company’s Board of Directors (the “Board”).
Mr. Judlowe most recently spent the last 10 years
at Jefferies Group, where he helped establish the Real Estate Equity Capital Markets practice, joining as Managing Director and subsequently
being named Co-Head of Equity Capital Markets Americas in 2013. Additionally, he served as Chairman of the US Real Estate, Gaming and
Lodging Investment Banking practice from June 2019 to March 2021. Prior to joining Jefferies, Mr. Judlowe spent 10 years in Real Estate
Equity Capital Markets at Citigroup.
“We are extremely pleased to welcome Mike
Judlowe to our Board of Directors,” said Joey Agree, President and Chief Executive Officer. “Mike brings a wealth of REIT
capital markets experience to our Board, having led innumerous transactions raising in excess of $50 billion of capital. Having worked
with Mike for many years in his role as an investment banker, I am excited to leverage his unique perspectives and experiences as our
Company continues to evolve and grow.”
About Agree Realty Corporation
Agree Realty Corporation is a publicly traded
real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading,
omni-channel retail tenants. As of June 30, 2021, the Company owned and operated a portfolio of 1,262 properties, located in 46 states
and containing approximately 26.1 million square feet of gross leasable area. The Company’s common stock is listed on the New York
Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit
www.agreerealty.com.
###
Contact:
Peter Coughenour
Interim Chief Financial Officer
Agree Realty Corporation
(248) 737-4190