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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): December 3, 2020 ( December
1, 2020)
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 5.02. | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 1, 2020, the Board of Directors
(the “Board”) of the Company voted to increase the size of the Board to ten members and voted to appoint Karen J. Dearing
to the Board to fill the vacancy created by the increase in Board size, effective December 1, 2020. Ms. Dearing will stand for
election at the Company’s 2021 Annual Meeting of Stockholders.
Ms. Dearing will also serve on the Audit
Committee of the Board. The Board has determined that Ms. Dearing is independent in accordance with the listing standards of the
New York Stock Exchange and the Company’s Corporate Governance Guidelines, and that she otherwise meets all applicable requirements
to serve on the Board and the Audit Committee, including the rules and regulations of the Securities and Exchange Commission (“SEC”).
In addition, the Board has determined that Ms. Dearing qualifies as an “audit committee financial expert” pursuant
to SEC rules and regulations.
Ms. Dearing currently serves as Chief Financial
Officer and Executive Vice President at Sun Communities, Inc., a position she has held since 2008. In this role, she is responsible
for the overall management of the information technology, accounting, tax and finance departments, and all internal and external
financial reporting. Prior to becoming Chief Financial Officer and Executive Vice President, Ms. Dearing served as Senior Vice
President from 2006 to 2008, Corporate Controller from 2002 to 2006 and Director of Finance from 1998 to 2002. Ms. Dearing has
worked extensively on Sun Communities, Inc.’s accounting and finance matters related to its ground-up developments and expansions.
Before joining Sun Communities, Inc., Ms. Dearing had over seven years of experience as the Financial Controller of a privately-owned
automotive supplier and over four years of experience as a certified public accountant with Deloitte.
In connection with her appointment to the
Board, Ms. Dearing will be compensated in accordance with the Company’s non-employee director compensation program.
| Item 9.01. | Financial Statements
and Exhibits. |
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/ Clayton R. Thelen |
| |
|
Name: Clayton R. Thelen |
| |
|
Title: Chief Financial Officer and Secretary |
Date: December 3, 2020
