UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders of Agree Realty Corporation (the “Company”) on May 23, 2024 (the “Annual Meeting”), the Company’s stockholders approved the 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 2,000,000 shares of the Company’s common stock. The foregoing summary is qualified in its entirety by reference to the 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2024, the Company held its Annual Meeting. The matters on which the stockholders voted were:
1) To elect four directors to serve until the annual meeting of stockholders in 2027; and
2) To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024; and
3) To approve, by non-binding vote, executive compensation; and
4) To approve the 2024 Plan.
The four nominees were elected, the appointment of the independent registered public accounting firm was ratified, the executive compensation was approved by non-binding vote, and the 2024 Plan was approved. The results of the voting were as follows:
Election of Directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Richard Agree | 75,800,486 | 8,097,592 | 5,454,882 |
| Karen Dearing | 82,478,323 | 1,419,755 | 5,454,882 |
| Linglong He | 83,210,400 | 687,678 | 5,454,882 |
| Michael Hollman | 81,522,413 | 2,375,665 | 5,454,882 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For | Votes Against | Abstentions |
| 88,220,062 | 1,078,799 | 54,099 |
Approval, by Non-Binding Vote, of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 78,056,339 | 5,701,138 | 140,601 | 5,454,882 |
Approval of the 2024 Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 80,097,271 | 3,708,193 | 92,614 | 5,454,882 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description |
| 10.1 | Agree Realty Corporation 2024 Omnibus Incentive Plan. |
| 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.
| AGREE REALTY CORPORATION | ||
| By: | /s/ Peter Coughenour | |
| Name: Peter Coughenour | ||
| Title: Chief Financial Officer and Secretary | ||
| Date: May 23, 2024 | ||