エドガーで原本を確認する
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 15, 2025
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.) |
|
32301 Woodward Avenue Royal Oak, Michigan (Address of principal executive offices) |
48073 (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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 16, 2025, 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 180 million shares to 360 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 15, 2025, the Company held its 2025 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 2028; and
2) To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025; and
3) To approve, by non-binding vote, executive compensation; and
4) 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 180 million shares to 360 million shares.
The three director 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 definitive proxy statement filed on April 4, 2025, was approved. The results of the voting were as follows:
Election of Directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||
| Joel Agree | 91,355,555 | 1,599,692 | 5,851,786 | |||
| Michael Judlowe | 91,145,804 | 1,809,443 | 5,851,786 | |||
| Gregory Lehmkuhl | 86,318,788 | 6,636,459 | 5,851,786 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For | Votes Against | Abstentions | ||
| 97,771,378 | 979,502 | 56,153 |
Approval, by Non-Binding Vote, of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 87,457,530 | 5,376,989 | 120,728 | 5,851,786 |
Approval of the Amendment to the Articles of Incorporation of the Company:
| Votes For | Votes Against | Abstentions | ||
| 96,579,761 | 2,146,872 | 80,400 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description |
| 3.1 | Amendment to the Articles of Incorporation of the Company. |
| 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.
| Date: May 16, 2025 | AGREE REALTY CORPORATION | ||
| By: | /s/ Peter Coughenour | ||
| Name: | Peter Coughenour | ||
| Title: | Chief Financial Officer and Secretary | ||
Exhibit 3.1
ARTICLES OF AMENDMENT OF
AGREE REALTY CORPORATION
AGREE REALTY CORPORATION, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the MARYLAND GENERAL CORPORATION LAW (the “MGCL”).
SECOND: The Charter of the Corporation is hereby amended by deleting therefrom in its entirety the existing paragraph (a) of Article SIXTH and inserting, in lieu thereof, the following new paragraph (a) of Article SIXTH:
“(a) The total number of shares of stock of all classes which the Corporation has authority to issue is 364,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $36,400, of which shares 360,000,000 are initially classified as “Common Stock” and 4,000,000 are initially classified as “Preferred Stock.” The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of stock.”
THIRD: The total number of shares of stock of all classes which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 184,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $18,400, of which shares (a) 180,000,000 were initially classified as shares of “Common Stock” (par value $.0001 per share) and (b) 4,000,000 were initially classified as shares of “Preferred Stock” (par value $.0001 per share), of which 7,000 shares of Preferred Stock were classified as 4.250% Series A Cumulative Redeemable Preferred Stock (par value $.0001 per share).
FOURTH: The total number of shares of stock of all classes which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 364,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $36,400, of which shares (a) 360,000,000 are initially classified as shares of “Common Stock” (par value $.0001 per share) and (b) 4,000,000 are initially classified as shares of “Preferred Stock” (par value $.0001 per share), of which 7,000 shares of Preferred Stock are classified as 4.250% Series A Cumulative Redeemable Preferred Stock (par value $.0001 per share).
FIFTH: The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the foregoing amendment of the Charter.
SIXTH: The foregoing amendment of the Charter as set forth in these Articles of Amendment was duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.
SEVENTH: These Articles of Amendment shall be effective at the time the Department accepts these Articles of Amendment for record.
EIGHTH: The undersigned President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters and 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, Agree Realty Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 15th day of May, 2025.
| Attest: | Agree Realty Corporation | |||
| By: | /s/ Peter Coughenour | By: | /s/ Joel N. Agree | |
| Peter Coughenour | Joel N. Agree | |||
| Chief Financial Officer and Secretary | President | |||