8-K - ADC - Equibles

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): May 5, 2022

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 5.07.	Submission of Matters to a Vote of Security Holders.

On May 5, 2022, the Company held its annual meeting of stockholders. The matters on which the stockholders voted were:

a)	To elect three directors to serve until the annual meeting of stockholders in 2025, and to elect one director to serve until the annual meeting of stockholders in 2023; and
b)	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022; and
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c)	To approve, by non-binding vote, executive compensation.
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The four nominees were elected, the appointment of the independent registered public accounting firm was ratified, and the executive compensation was approved by non-binding vote. The results of the voting were as follows:

Election of Directors:

Director	Votes For	Votes Withheld	Broker Non-Votes
Joel Agree	57,717,443	947,222	3,310,918
Michael Judlowe	57,932,184	732,481	3,310,918
Gregory Lehmkuhl	55,929,634	2,735,031	3,310,918
Jerome Rossi	55,604,561	3,060,104	3,310,918

Ratification of Appointment of Independent Registered

Public Accounting Firm:

Votes For	Votes Against	Abstentions	Broker Non-Votes
61,208,857	700,872	65,854	0

Approval, by Non-Binding Vote, of Executive

Compensation:

Votes For	Votes Against	Abstentions	Broker Non-Votes
45,003,946	13,495,604	165,115	3,310,918

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 5, 2022