Agree Realty Corp 8-K, filed Dec 3, 2020
Agree Realty Corp (ADC)
About this 8-K
Agree Realty Corp filed this 8-K on December 3, 2020, reporting on events of December 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of report
(Date of earliest event reported): December 3, 2020 (
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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. |
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. |
| (d) | Exhibits |
| Exhibit | Description |
| 99.1 | Press release, dated December 3, 2020, announcing the appointment of Ms. Dearing to the Board of the Company. |
| 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/ Clayton R. Thelen | |
| Name: Clayton R. Thelen | ||
| Title: Chief Financial Officer and Secretary | ||
Date: December 3, 2020
Exhibit 99.1
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70 E. Long Lake Rd. Bloomfield Hills, MI 48304 www.agreerealty.com
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FOR IMMEDIATE RELEASE
Agree Realty Announces Appointment of Karen J. Dearing to its Board of Directors
Bloomfield Hills, MI, December 3, 2020 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced that Karen J. Dearing has joined the Company’s Board of Directors (the “Board”) and will serve as a member of the Company’s Audit Committee.
Ms. Dearing currently serves as the Chief Financial Officer, Secretary, Treasurer and Executive Vice President of Sun Communities, Inc. (NYSE: SUI) (“Sun Communities”), a position she has held since 2008. Prior to joining Sun Communities in 1998, 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.
“We are extremely pleased to welcome Karen to our Board,” said Joey Agree, President and Chief Executive Officer. “Ms. Dearing’s extensive background in accounting, finance and capital markets at a high-growth, premier real estate investment trust will make her an invaluable addition to our Board. I look forward to her many insights and experiences as we continue to scale our growing and dynamic company.”
The Board has determined that Ms. Dearing is independent in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines and that she qualifies as an “audit committee financial expert” as defined in the Securities Exchange Act of 1934, as amended.
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. As of September 30, 2020, the Company owned and operated a portfolio of 1,027 properties, located in 45 states and containing approximately 21.0 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information, please visit www.agreerealty.com.
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Contact:
Clay Thelen
Chief Financial Officer
Agree Realty Corporation
(248) 737-4190