UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 28, 2019 (February 26, 2019)
AGREE
REALTY CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
(State of other jurisdiction of incorporation)
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1-12928
(Commission file number)
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38-3148187
(I.R.S. Employer Identification No.)
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70 E. Long Lake Road
Bloomfield Hills, MI
(Address of principal executive offices)
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48304
(Zip code)
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(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On
February 26, 2019, the Board of Directors (the “Board”) of Agree Realty Corporation (the “Company”)
appointed David A. Wolff to serve as the Company’s Vice President and Chief Accounting Officer (principal accounting
officer). Clay Thelen, the Company’s Chief Financial Officer, served as principal accounting officer through the date
of Mr. Wolff’s appointment and will continue to serve as principal financial officer.
A copy of the press
release announcing Mr. Wolff’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Prior
to joining the Company, Mr. Wolff, age 49, served as Vice President, Financial Reporting and Chief Accounting Officer at
Taubman Centers, Inc. and The Taubman Company LLC (collectively, “Taubman”) from March 2015 to November 2018.
During his tenure at Taubman, he served in various financial reporting, compliance and technical accounting capacities,
including Vice President, Financial Reporting from March 2012 to March 2015 and Director, Accounting Standards &
Compliance. Prior to joining Taubman in 1997, Mr. Wolff was an audit manager at Deloitte & Touche, where he worked for
seven years.
There
is no arrangement or understanding between Mr. Wolff and any other persons pursuant to which Mr. Wolff was selected as Chief Accounting
Officer. There are no family relationships between Mr. Wolff and any of the Company’s directors, executive officers or other
key personnel reportable under Item 401(d) of Regulation S-K. There are no related party transactions between the Company and
Mr. Wolff reportable under Item 404(a) of Regulation S-K.
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Item 5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective
February 26, 2019, the Board redesignated and reclassified all 200,000 authorized but unissued shares of the Company’s
Series A Junior Participating Preferred Stock as authorized but unissued and unclassified shares of preferred stock, par value
$.0001 per share, of the Company without further designation, and, in connection with such redesignation and reclassification,
the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and
Taxation of Maryland on February 26, 2019.
Effective
February 26, 2019, the Board approved an amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company
to clarify the timing of the Company’s annual meeting of stockholders. The Amendment removed language that provided that
the annual meeting of stockholders would be held either (a) at 10:00 a.m. on the first Monday in May in each year if not a legal
holiday or (b) at such other time on such other day falling on or before the 30th day thereafter as shall be set by the Board,
and instead provides that the annual meeting of stockholders will be held on the date and at the time and place set by the Board.
Copies
of the Articles Supplementary and the Amendment are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated
herein by reference.
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Item 9.01.
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Financial Statements
and Exhibits.
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(d) 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.
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AGREE REALTY CORPORATION
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By:
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/s/ Clayton R. Thelen
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Name:
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Clayton R. Thelen
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Title:
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Chief Financial Officer and Secretary
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Date: February 28, 2019
Exhibit 3.1
AGREE REALTY CORPORATION
ARTICLES SUPPLEMENTARY
REDESIGNATION AND RECLASSIFICATION OF 200,000
SHARES OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Agree Realty Corporation,
a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of
Maryland (the “Department”) that:
FIRST
: Pursuant
to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by Article
Sixth of the charter of the Corporation (the “Charter”) and Section 2-105 of the Maryland General Corporation Law,
the Board of Directors has adopted resolutions redesignating and reclassifying 200,000 authorized but unissued shares of the Corporation’s
Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), which constitute all of the shares
of the Corporation’s capital stock that have been classified and designated as Series A Preferred Stock, as authorized but
unissued and unclassified shares of preferred stock, par value $.0001 per share (the “Preferred Stock”), of the Corporation.
SECOND
: After
giving effect to the reclassification of such authorized but unissued shares of Series A Preferred Stock described in Article FIRST,
(a) the number of authorized but unissued shares of Series A Preferred Stock is zero and (b) the number of shares of Preferred
Stock that the Corporation has authority to issue under the Charter is 4,000,000 shares, all of which are unclassified and undesignated.
THIRD
: The shares
of Series A Preferred Stock described herein have been redesignated and reclassified by the Board of Directors under the authority
contained in the Charter.
FOURTH
: These
Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH
: These Articles
Supplementary shall be effective at the time the Department accepts them for record.
SIXTH
: The undersigned
President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the
Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 26th day of February, 2019.
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AGREE REALTY CORPORATION
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By:
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/s/ Joel N. Agree
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Name:
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Joel N. Agree
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Title:
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President
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ATTEST:
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/s/ Clayton R. Thelen
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Name:
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Clayton R. Thelen
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Title:
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Secretary
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Exhibit 3.2
FIRST AMENDMENT TO AMENDED AND RESTATED
BYLAWS
of
AGREE REALTY CORPORATION
Effective February
26, 2019, Agree Realty Corporation amended its Amended and Restated Bylaws, dated as of May 8, 2013, by replacing SECTION 1.01
thereof in its entirety with the following:
SECTION 1.01.
Annual
Meeting
. Agree Realty Corporation, a Maryland corporation (the “Corporation”), shall hold an annual meeting of
its stockholders to elect directors and transact any other business within its powers on the date and at the time and place set
by the Board of Directors. Except as the charter of the Corporation (the “Charter”) or statute provides otherwise,
any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure
to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.
Exhibit 99.1
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70 E. Long Lake Rd.
Bloomfield Hills, MI 48304
www.agreerealty.com
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FOR IMMEDIATE RELEASE
Agree
Realty Names David A. Wolff Chief Accounting Officer
Announces
Key Promotions
Bloomfield Hills, MI, February 28, 2019
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Agree Realty Corporation (NYSE: ADC) (the “Company”)
is pleased to announce that David A. Wolff has joined the Company as its Chief Accounting Officer. In this capacity, Mr. Wolff
will be responsible for the Company’s accounting activities and SEC reporting.
Mr. Wolff has over 25 years of REIT accounting,
financial reporting, compliance and audit experience. Most recently, he served as Vice-President, Financial Reporting & Chief
Accounting Officer of The Taubman Company (NYSE: TCO) (“Taubman”) where he was responsible for all aspects of SEC financial
reporting. Prior to his 20-year tenure at Taubman, Mr. Wolff was an Audit Manager for Deloitte. He is a certified public accountant
and an active contributor to Nareit.
Additionally, the Company is pleased to
announce promotions and new appointments in multiple departments:
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Danielle Spehar, from Vice President,
Transactions to General Counsel will continue to lead the Company’s transaction team and be responsible for managing the
Company’s legal affairs.
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Phil Carbone, from Director, Transactions
to Vice President, Transactions will continue to be responsible for the negotiation and execution of the Company’s acquisition
and disposition activities.
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Jeff Konkle, from Director, Construction
to Vice President, Construction will continue to be responsible for all construction activities.
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Peter Coughenour, from Director, Corporate
Finance to Senior Director, Corporate Finance will continue to be responsible for corporate-level forecasting and analytics as
well as facilitating capital markets activities.
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“I am extremely pleased to welcome
David to our growing Team,” said Joey Agree, President and Chief Executive Officer of Agree Realty Corporation. “His
many years of experience and technical expertise will serve to strengthen our accounting and reporting functions.”
“I would also like to express our
sincere appreciation and congratulate Danielle, Phil, Jeff and Peter on their respective promotions. Each of these individuals
embody our core values and have been integral parts of our fantastic Team. Their hard work, commitment and focus are exemplary.”
About Agree Realty Corporation
Agree Realty Corporation is a publicly
traded real estate investment trust primarily engaged in the acquisition and development of properties net leased to industry-leading
retail tenants. The Company currently owns and operates a portfolio of 663 properties, located in 46 states and containing approximately
11.5 million square feet of gross leasable space. The common stock of Agree Realty Corporation is listed on the New York Stock
Exchange under the symbol “ADC”. For additional information, please visit
www.agreerealty.com
.
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Contact:
Clay Thelen
Chief Financial Officer
Agree Realty Corporation
(248) 737-4190
