0001144204-17-036102.txt : 20170707 0001144204-17-036102.hdr.sgml : 20170707 20170707161109 ACCESSION NUMBER: 0001144204-17-036102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170705 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170707 DATE AS OF CHANGE: 20170707 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: 17955328 BUSINESS ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 8-K 1 v470481_8k.htm FORM 8-K

 

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): July 7, 2017 (July 5, 2017)

 

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

(State of 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))

 

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.

 

On July 5, 2017, Matthew M. Partridge voluntarily submitted his resignation, effective on or around August 4, 2017, from his positions as Executive Vice President, Chief Financial Officer and Secretary of Agree Realty Corporation (the “Company”).

 

Also on July 5, 2017, the Company appointed Kenneth R. Howe to serve as the Company’s interim Chief Financial Officer, effective as of the date of Mr. Partridge’s departure. Mr. Howe, age 68, served as the Company’s Chief Financial Officer from April 1994 until his retirement from that position in November 2010; and on an interim basis from August 2015 to January 2016. From November 2010 to August 2015 and since January 2016, Mr. Howe served as the Company’s Director of Tax.

 

Mr. Howe’s compensation did not change in connection with the foregoing appointment.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Description
   
99.1 Press release, dated July 7, 2017.

 

 

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/ Joel N. Agree  
    Name: Joel N. Agree  
    Title: President and Chief Executive Officer  
         
Date:  July 7, 2017        

 

 

 

 

EXHIBIT INDEX

 

Exhibit Description
   
99.1  Press release, dated July 7, 2017.

 

 

 EX-99.1 2 v470481_ex99-1.htm EXHIBIT 99.1

Agree Realty Announces Resignation of Chief Financial Officer Matthew Partridge, Appointment of Kenneth Howe as Interim Chief Financial Officer and Search for Permanent Successor

BLOOMFIELD HILLS, Mich., July 7, 2017 /PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) (the "Company") announced today that Mr. Matthew Partridge has resigned as Chief Financial Officer and Secretary to accept a position with a privately-held real estate development company. The resignation will take effect after a transition period, which is expected to end on or around August 4, 2017. Mr. Kenneth Howe, former Chief Financial Officer of the Company, has been appointed to serve as interim Chief Financial Officer upon Mr. Partridge's departure. Mr. Howe has been with the Company since its initial public offering in 1994, serving as Chief Financial Officer from April 1994 to November 2010, and as interim Chief Financial Officer from July 2015 to January 2016. From November 2010 to August 2015 and since January 2016, Mr. Howe served as the Company's Director of Tax. Mr. Daniel Ravid, the Company's Chief Administrative Officer, will continue to lead the day-to-day operations of the Company's accounting department. The Company has commenced a search for Mr. Partridge's permanent replacement.

"We want to thank Matt for his contributions to our Company during his tenure and wish him the best in his new position," said Joey Agree, President and Chief Executive Officer of the Company. "We will work to locate and hire a capable, like-minded successor in a timely fashion. We are confident that our experienced financial and accounting teams will continue to oversee the financial operations of the Company while we look for Matt's successor."

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust primarily engaged in the acquisition and development of properties net leased to industry-leading retail tenants. The Company currently owns and operates a portfolio of 414 properties, located in 43 states and containing approximately 8.0 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, please visit www.agreerealty.com.

Forward-Looking Statements

This press release contains forward-looking statements that represent the Company's expectations and projections for the future. 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 occur that might cause actual results to vary, including deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, our continuing ability to qualify as a REIT and other factors discussed in the Company's reports filed with the Securities and Exchange Commission. 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: Joey Agree, President and Chief Executive Officer, Agree Realty Corporation, (248) 737-4190