0001144204-13-001196.txt : 20130108 0001144204-13-001196.hdr.sgml : 20130108 20130108080105 ACCESSION NUMBER: 0001144204-13-001196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130107 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130108 DATE AS OF CHANGE: 20130108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12928 FILM NUMBER: 13516592 BUSINESS ADDRESS: STREET 1: 31850 NORTHWESTERN HGWY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 31850 NORTHWESTERN HIGHWAY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 8-K 1 v331601_8k.htm FORM 8-K

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):  January 7, 2013

 

AGREE REALTY CORPORATION

(Exact name of registrant specified in its charter)

 

Maryland   1-12928   38-3148187
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

31850 Northwestern Highway

Farmington Hills, MI 48334

(Address of principal executive offices, 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))

  

 
 

 

ITEM 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 7, 2013, the Board of Directors of Agree Realty Corporation (the “Company”) appointed Joey Agree as Chief Executive Officer. In addition to his new role, Joey Agree will continue to serve as the Company’s President and as a member of the Company’s Board of Directors. Joey Agree succeeded Richard Agree, who concurrently retired as Chief Executive Officer and was appointed as Executive Chairman of the Board of Directors.

 

In connection with the management transition, Joey Agree’s base annual salary was increased to $375,000 and Richard Agree’s base annual salary was reduced to $150,000, in each case effective as of January 1, 2013.

 

The Company and Messrs. Agree agreed to amendments to their July 14, 2009 employment agreements reflecting the position and compensation changes.

 

Until the management transition, Joey Agree, 34, had served as the Company’s President and Chief Operating Officer and as a member of the Company’s Board of Directors since June 2009. From January 2006 until June 2009, Joey Agree served as the Company’s Executive Vice President, and from March 2005 until January 2006, Joey Agree supervised the Company’s development and acquisition activities. Before joining the Company in March 2005, Joey Agree was employed by Grand/Sakwa Properties, one of the largest private developers in the Midwest, as a director of land acquisitions. He is a member of the State Bar of Michigan and the International Council of Shopping Centers. Joey Agree is the son of Richard Agree.

 

Until the management transition, Richard Agree, 68, had served as the Company’s Chief Executive Officer and Chairman of the Board of Directors since December 1993. Before joining the Company, he worked as managing partner of the general partnerships that held the Company’s properties prior to its formation and initial public offering and served as President of the Company’s predecessor since 1971. He is a graduate of the Detroit College of Law, a member of the State Bar of Michigan and the International Council of Shopping Centers. Richard Agree is the father of Joey Agree.

 

ITEM 7.01.Regulation FD Disclosure.

  

Pursuant to a press release on January 8, 2013, Agree Realty Corporation announced a management transition. A copy of the press release is furnished as an exhibit to this report and is incorporated into this Item 7.01 by reference.

 

ITEM 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release dated January 8, 2013

 

The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

 

 
 

 

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/ Alan D. Maximiuk
    Alan D. Maximiuk
    Vice President, Chief Financial Officer, and Secretary
Dated: January 8, 2013  

 

 
 

  

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release dated January 8, 2013

 

 

 

 EX-99.1 2 v331601_ex99-1.htm EXHIBIT 99.1

Agree Realty Appoints Joey Agree As Chief Executive Officer

FARMINGTON HILLS, Mich., Jan. 8, 2013 /PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) today announced the appointment of Joey Agree as Chief Executive Officer. In addition, Joey Agree will continue to serve as the Company's President and as a member of the Company's Board of Directors.

"We are extremely pleased to name Joey Agree as our Chief Executive Officer of the Company," said Richard Agree, Chairman of the Board. "Joey's leadership has proven essential as the Company continues to grow and execute on its strategy. Under his leadership as President and Chief Operating Officer, the Company launched its successful acquisition platform and expanded its development capabilities while maintaining a conservative balance sheet that is well-positioned for the future. Both the Board of Directors as well as the management team look forward to a seamless transition and welcome Joey as our new Chief Executive Officer."

"It is an honor to lead Agree Realty into the next phase of the Company's operating strategy," said Joey Agree. "While we have made significant achievements and are poised for the future, we have ambitious goals of growing and diversifying our single tenant net lease portfolio. I would like to thank the Board of Directors, management and all of our stakeholders for their strong and continued support."

Joey Agree succeeded Richard Agree as Chief Executive Officer, a position Richard Agree had served since before the Company's initial public offering in April 1994. Richard Agree will continue to serve as Executive Chairman of the Board.

"On behalf of the Board of Directors, we want to thank Richard Agree for his leadership and his many years of service as Chief Executive Officer. His experience and knowledge have contributed greatly to the growth of the Company. His foresight in recognizing the need for an orderly succession plan was essential to the success of this transition," said Michael Rotchford, Chairman of the Nominating and Governance Committee. "We are very pleased that he will continue to serve as Executive Chairman of the Board."

About Joey Agree

Joey Agree previously served as the Company's President and Chief Operating Officer and as a member of the Company's Board of Directors since June 2009. From January 2006 until June 2009, Joey Agree served as the Company's Executive Vice President, and from March 2005 until January 2006, Joey Agree supervised the Company's development and acquisition activities. Before joining the Company in March 2005, Joey Agree was employed by one of the largest private developers in the Midwest, as director of land acquisitions. He is a member of the State Bar of Michigan and the International Council of Shopping Centers. Mr. Agree was named one of DBusiness magazine's "30 in Their Thirties," one to watch in Real Estate Forum magazine's "40 under 40,″ and one of Crain's Detroit Business "Forty under 40.″ Joey Agree is the son of Richard Agree.

About Richard Agree

Richard Agree previously served as the Company's Chief Executive Officer and Chairman of the Board of Directors since December 1993. Before joining the Company, he worked as managing partner of the general partnerships that held the Company's properties prior to its formation and initial public offering and served as President of the Company's predecessor since 1971. Mr. Richard Agree has managed and overseen the development of more than 5,000,000 square feet of anchored shopping center space during the past 40 years. He is a graduate of the Detroit College of Law, a member of the State Bar of Michigan and the International Council of Shopping Centers. Richard Agree is the father of Joey Agree.

About Agree Realty Corporation

Agree Realty is primarily engaged in the acquisition and development of single tenant properties net leased to industry leading retail tenants. The Company currently owns and operates a portfolio of 109 properties, located in 27 states and containing approximately 3.3 million square feet of gross leasable space. The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol "ADC."

For additional information, visit the Company's home page at www.agreerealty.com.

Forward-Looking Statements

The Company considers portions of the information contained in this release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. These forward-looking statements represent the Company's expectations, plans and beliefs concerning future events. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company's best judgment reflecting current information, certain factors could cause actual results to differ materially from such forward–looking statements. Such factors are detailed from time to time in reports filed or furnished by the Company with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2011. Except as required by law, the Company assumes no obligation to update these forward–looking statements, even if new information becomes available in the future.



CONTACT: Alan Maximiuk, Chief Financial Officer, +1-248-737-4190