8-K
AGREE REALTY CORP (ADC)
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 8, 2021 (December 7, 2021)
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| 1-12928<br><br> <br>(Commission file number) | 38-3148187<br><br> <br>(I.R.S. Employer Identification No.) |
|---|---|
| 70 E. Long Lake Road<br><br> <br>Bloomfield Hills, MI<br><br> <br>(Address of principal<br> executive offices) | 48304<br><br> <br>(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<br>under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12<br>under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to<br>Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to<br>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 |
| Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value | ADCPrA | 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 7, 2021, the Company promoted Peter Coughenour to Chief Financial Officer of the Company, effective as of such date.
Mr. Coughenour, age 29, has been serving as the Company’s interim chief financial officer since August 10, 2021. Prior to his appointment as interim chief financial officer, Mr. Coughenour served as Vice President, Corporate Finance of the Company and has served various roles in finance since joining the Company in 2015.
In connection with his appointment, Mr. Coughenour will be entitled to annual base compensation of $350,000 and will be eligible to participate in the Company’s cash and stock incentive compensation programs at levels commensurate with his position with the Company.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | Description |
| --- | --- |
| 99.1 | Press release, dated<br> December 7, 2021, reporting the officer appointment |
| 104 | Cover Page Interactive<br> 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/<br> Joel N. Agree |
| Name: Joel<br> N. Agree | |
| Title: President<br> and Chief Executive Officer |
Date: December 8, 2021
Exhibit 99.1
| 70 E. Long Lake Rd.<br><br><br><br>Bloomfield Hills, MI 48304<br><br><br><br>www.agreerealty.com<br><br><br><br><br><br><br><br><br> <br>FOR<br> IMMEDIATE RELEASE |
|---|
AgreeRealty Names Peter Coughenour Chief Financial Officer
StephenBreslin Joins Company as Deputy Chief Accounting Officer
Bloomfield Hills, MI, December 7, 2021 --Agree Realty Corporation (NYSE: ADC) (the “Company”) announced that effective immediately, Peter Coughenour has been named its Chief Financial Officer and Secretary. Mr. Coughenour has been with the Company in various finance roles since 2015 and most recently served as Interim Chief Financial Officer of the Company.
“After a thoughtful and deliberate process, I am extremely pleased to announce that Peter has been given the permanent responsibility of Chief Financial Officer,” said Joey Agree, President and Chief Executive Officer. “Peter has played an integral role in our finance team since he first joined our Company, and his promotion is well-deserved. Peter exemplifies the core values of Agree Realty. His work over the past several months, including executing on our inaugural preferred equity offering, overseeing our third quarter’s earnings, leading our enhanced ESG initiatives as well as managing the implementation of numerous systems improvements reinforced his critical role within our growing organization.”
Additionally, the Company is pleased to announce that Stephen Breslin has joined the Company as Deputy Chief Accounting Officer. Mr. Breslin joined the Company from Kite Realty (NYSE: KRG), where he most recently served as Vice President, Corporate Controller. Prior to his tenure at Kite, Mr. Breslin spent over seven years at KPMG in numerous positions.
Mr. Agree commented that “We are excited to welcome Stephen to Agree Realty. His years of experience in both REIT corporate and public accounting will be a tremendous addition to our accounting team as we expand on our ‘data supremacy’ initiative in 2022.”
About Agree Realty Corporation
Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of September 30, 2021, the Company owned and operated a portfolio of 1,338 properties, located in 47 states and containing approximately 27.7 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 on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.
Contact:
Joey Agree
Chief Executive Officer
Agree Realty Corporation
(248) 737-4190