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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 10, 2021 (May 6, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 7, 2021, pursuant to the stockholder approval discussed under Item 5.07 below, Agree Realty Corporation (the “Company”) filed an amendment to its Articles of Incorporation, as amended and supplemented (the “Charter”), increasing the number of authorized shares of common stock, $0.0001 par value per share, from 90 million shares to 180 million shares.

 

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment setting forth the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On May 6, 2021, 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 2024, to elect one director to serve until the annual meeting of stockholders in 2023, and to elect one director to serve until the annual meeting of stockholders in 2022; and

 

b) To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2021; and

 

c) To approve, by non-binding vote, executive compensation; and
   
d) To approve an amendment to the Charter, as amended and supplemented, to increase the number of authorized shares of the Company’s common stock from 90 million shares to 180 million shares.

 

The five 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 amendment to the Charter, as described in the Company’s proxy statement filed on March 25, 2021, was approved. The results of the voting were as follows:

 

Election of Directors:

 

Director Votes For Votes Withheld Broker Non-Votes
Richard Agree 50,025,999 3,907,396 3,053,143
Karen Dearing 53,585,964 347,431 3,053,143
Michael Hollman 53,337,826 595,569 3,053,143
John Rakolta, Jr. 53,592,673 340,722 3,053,143
Jerome Rossi 52,686,660 1,246,735 3,053,143

 

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

Votes For Votes Against Abstentions Broker Non-Votes
56,392,030 558,593 35,915 0

 

Approval, by Non-Binding Vote, of Executive Compensation:

 

Votes For Votes Against Abstentions Broker Non-Votes
51,516,600 2,295,778 121,017 3,053,143

 

 

 

Approval of Amendment to the Articles of Incorporation of the Company:

 

Votes For Votes Against Abstentions Broker Non-Votes
54,869,275 2,017,896 99,367 0

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d)       Exhibits.

 

ExhibitDescription

 

3.1Amendment to the Articles of Incorporation of the Company.

 

104Cover 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/ Simon J. Leopold
    Name:   Simon J. Leopold
    Title:     Chief Financial Officer and Secretary
   
Date: May 10, 2021