Current Report Filing (8-k)
May 22 2017 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2017 (May 19, 2017)
AGREE REALTY CORPORATION
(Exact name of registrant as specified in
its Charter)
Maryland
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1-12928
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38-3148187
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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70 E. Long Lake Rd., Bloomfield Hills, Michigan
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48304
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(Address of principal executive offices)
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(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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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
¨
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 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 19, 2017, Agree
Realty Corporation (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted,
in person or by proxy, were:
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a)
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To elect two directors to serve until the annual meeting of stockholders in 2020;
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b)
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2017;
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c)
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To approve, by non-binding vote, executive compensation;
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d)
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To approve (on an advisory basis) whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years.
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The two 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
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Votes For
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Votes Withheld
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Broker Non-Votes
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Merrie S. Frankel
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20,967,502
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150,893
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2,993,249
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Farris G. Kalil
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20,672,676
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445,719
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2,993,249
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Ratification of Appointment of Independent
Registered Public Accounting Firm:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,989,099
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95,649
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26,896
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0
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Approval, by Non-binding Vote, of Executive
Compensation:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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20,146,832
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890,598
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80,965
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2,993,249
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Approval, by Non-binding Vote, on the
Frequency of Advisory Votes on Executive Compensation:
1 Year
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2 Years
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3 Years
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Abstentions
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17,885,703
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34,337
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3,119,536
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78,819
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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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Date: May 22, 2017
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By:
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/s/ MATTHEW M. PARTRIDGE
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Matthew M. Partridge, Chief Financial Officer, Executive Vice President and Secretary
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