Current Report Filing (8-k)
September 06 2016 - 4:14PM
Edgar (US Regulatory)
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): September 6, 2016
AGREE REALTY CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
(State of other jurisdiction of incorporation)
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
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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¨
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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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¨
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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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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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Increase in Board Size and Appointment of Merrie S. Frankel
as Director
On September 6, 2016, the Board of Directors
(the “Board”) of Agree Realty Corporation (the “Company”) voted to increase the size of the Board to nine
members and voted to appoint Merrie S. Frankel to the Board to fill the vacancy created by the increase in Board size, effective
October 1, 2016.
Ms. Frankel most recently spent the last
18 years at Moody’s Investors Service in the Commercial Real Estate Finance Group as Vice President and Senior Credit Officer,
where she was responsible for rating real estate investment trusts and real estate operating companies. Prior to her time at Moody’s,
she was Senior Vice President and Director of Portfolio Management for the Argo Funds and also held numerous positions within the
real estate industry at notable companies including Ernst & Young, Cushman & Wakefield, J.P. Morgan Securities and
Salomon Brothers Inc.
Ms. Frankel is currently an adjunct professor
at Columbia University’s Graduate School of Architecture, Planning and Preservation and New York University’s Schack
Institute of Real Estate. She holds a J.D. and M.B.A. degree from Hofstra University and graduated with a B.A. in English from
the University of Pennsylvania with numerous honors. Among her industry affiliations, she is a board member and treasurer of the
Women Executives in Real Estate (WX) Charitable Fund, has served as a Trustee and chaired the New York District Council for the
Urban Land Institute (ULI) and chaired the nominating committee for the Financial Women’s Association of New York (FWA).
Upon becoming a member of the Board, Ms.
Frankel will receive a prorated annual retainer fee in the form of restricted stock awards that vest ratably over a five-year period,
which will have a fair market value on the date of grant equal to $7,500. No other plan, contract or other arrangement was entered
into at the time of her appointment.
Decision of Eugene Silverman to Retire as Director
On September 6, 2016, Eugene Silverman
notified the Company that he will not stand for reelection to the Board at the Company’s 2017 Annual Stockholders Meeting
(the “Annual Meeting”). Mr. Silverman’s decision to not stand for reelection to the Board at the Company’s
Annual Meeting was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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Press release, dated September 6, 2016, announcing the appointment of Ms. Frankel to the Board of the Company.
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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/ Matthew M. Partridge
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Name:
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Matthew M. Partridge
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Title:
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Exective Vice President, Chief
Financial Officer and Secretary
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Date: September 6, 2016
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EXHIBIT INDEX
Exhibit
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Description
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99.1
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Press release, dated September 6, 2016, announcing the appointment of Ms. Frankel to the Board of the Company.
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