Current Report Filing (8-k)
11 Mayo 2023 - 4:21PM
Edgar (US Regulatory)
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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 11, 2023
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 |
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value |
ADCPrA |
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 11, 2023, Agree Realty
Corporation (“the Company”) held its annual meeting of stockholders. The matters on which the stockholders voted were:
1) |
To elect three directors to serve until the annual meeting of stockholders in 2026; and |
2) |
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023; and |
3) |
To approve, by non-binding vote, executive compensation;
and
|
4) |
To approve whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years. |
|
|
The three 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 advisory vote on the frequency of advisory votes on named executive officer compensation will occur every year.
The results of the voting were as follows:
Election of Directors:
Director |
Votes For |
Votes Withheld |
Broker Non-Votes |
Merrie Frankel |
69,866,104 |
5,463,959 |
4,411,069 |
John Rakolta, Jr. |
74,119,408 |
1,210,655 |
4,411,069 |
Jerome Rossi |
70,444,580 |
4,885,483 |
4,411,069 |
Ratification of Appointment of Independent Registered
Public Accounting Firm:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
79,077,694 |
634,356 |
29,082 |
0 |
Approval, by Non-Binding Vote, of Executive
Compensation:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
71,683,743 |
3,568,852 |
77,468 |
4,411,069 |
Approval, by Non-Binding Vote, of Frequency
of Executive Compensation Votes:
1 Year |
2 Years |
3 Years |
Abstentions |
73,402,401 |
23,339 |
1,843,068 |
61,255 |
Based on the foregoing vote results for Proposal 4 and consistent with
the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company
will implement an advisory vote on executive officer compensation every year until the next required advisory vote on such frequency.
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: Chief Financial Officer and Secretary |
|
|
Date: May 11, 2023 |
|
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