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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): February 22, 2021 (February
19, 2021)
AGREE REALTY CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
(State or 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)) |
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 |
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. |
Appointment of Simon J. Leopold to Chief Financial Officer,
Executive Vice President and Secretary
Effective February 22, 2021, Simon J. Leopold
was appointed Chief Financial Officer, Executive Vice President and Secretary of Agree Realty Corporation (the “Company”).
In conjunction with his appointment to Chief Financial Officer, Executive Vice President and Secretary, Mr. Leopold resigned as
a director, effective as of February 22, 2021.
Mr. Leopold, 53, has served as a member
of the Company’s board of directors (the “Board”) and as a member of the Audit Committee of the Board since July
2019. He previously served as Executive Vice President and Chief Financial Officer of Taubman Centers, Inc. (“Taubman”)
from January 2016 until January 2021, and served as Treasurer of Taubman from September 2012. Mr. Leopold joined Taubman in September
2012 as Senior Vice President, Capital Markets and Treasurer, and he became Executive Vice President, Capital Markets and Treasurer
in March 2015. Previously, Mr. Leopold served as managing director in the real estate investment banking groups at Deutsche Bank
(1999 to 2011), KBW (2011 to 2012) and UBS (2012). Mr. Leopold also worked in New York City government in a variety of urban planning
and economic development positions in the Office of the Mayor, Department of City Planning and the city’s Economic Development
Corporation. He is a member of the National Association of Real Estate Investment Trusts, the International Council of Shopping
Centers and the Urban Land Institute.
The Company and Mr. Leopold entered into
an employment agreement, dated effective as of February 22, 2021 (the “Leopold Agreement”). The Leopold Agreement provides
for an initial annual salary of $450,000 subject to annual review by the Compensation Committee of the Board and is also entitled
to participate in all benefit programs generally available to the Company’s executive officers, including any equity incentive
plan or bonus plan. Mr. Leopold will be eligible to receive (1) a target annual bonus of 100% of his base salary based on attainment
of performance targets, with a threshold value of 50%, and (2) target long-term incentive compensation equal to $1,300,000 to be
awarded in restricted stock and performance awards in accordance with the Company’s 2020 Omnibus Incentive Plan. Mr. Leopold
will also be entitled to participate with other executive officers in the Company’s employee fringe benefit plans.
In addition, the Leopold Agreement provides
for certain benefits upon termination of Mr. Leopold’s employment under certain circumstances, including a change of control
of the Company, as set forth in the Leopold Agreement.
Resignation of Clayton R. Thelen
as Chief Financial Officer and Secretary
On February 19, 2021, Clayton R. Thelen
submitted his resignation, effective as of February 19, 2021, from his positions as Chief Financial Officer and Secretary of the
Company. Mr. Thelen’s resignation was not a result of a disagreement with the Company on any matter related to the Company’s
operations, policies or practices.
Appointment of John Rakolta, Jr.
to the Board
Effective February 22, 2021, John Rakolta,
Jr. was appointed to the Board to fill the vacancy created by the resignation of Mr. Leopold. Mr. Rakolta will stand for election
at the Company’s 2021 Annual Meeting of Stockholders.
Mr. Rakolta previously served on the Board
from August 2011 until his confirmation as United States Ambassador to the United Arab Emirates in September 2019. Prior to such
confirmation, Mr. Rakolta served as the chairman and chief executive officer of Walbridge, a privately-held construction company.
Mr. Rakolta serves on the board and is co-chairman of the Metropolitan Affairs Corporation and the Coalition for the Future of
Detroit School Children. He is a director and member of the Executive Committee of the Detroit Regional Chamber and serves on the
Board of Directors of New Detroit, Inc., the College for Creative Studies, and Business Leaders for Michigan. Mr. Rakolta was appointed
Romania’s Honorary Consul General to the United States in 1998. He received a Bachelor of Science degree in Civil Engineering
from Marquette University in 1970.
The Board has determined that Mr. Rakolta
meets all applicable requirements to serve on the Board, including those set forth in the Company’s Corporate Governance
Guidelines, the listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.
In connection with his appointment to the
Board, Mr. Rakolta will be compensated in accordance with the Company’s non-employee director compensation program.
Promotion of Craig Erlich to Chief
Operating Officer
Effective February 22, 2021, Craig Erlich
was appointed as Chief Operating Officer of the Company.
Mr. Erlich, 53, has previously served as
the Company’s Chief Investment Officer since August 2020 and was a member of the Board from July 2018 to August 2020. Prior
to his appointment as Chief Investment Officer, Mr. Erlich served as an Executive Vice President and General Manager of the George
P. Johnson Company (“GPJ”), a global experiential marketing firm with 30 offices worldwide since 2015. Mr. Erlich had
full responsibility for operations in GPJ’s world headquarters in Detroit, Michigan and its Nashville, Tennessee facilities.
Prior to GPJ, Mr. Erlich was the owner, President and Chief Executive Officer of pulse220, a boutique meetings and events firm
which he successfully sold to GPJ in 2015. Prior to pulse220, Mr. Erlich served as the President of QMS, a direct marketing and
fulfillment firm in Detroit, Michigan. Mr. Erlich is a two-time nominee of the Ernst & Young Entrepreneur of the Year award
and holds a Bachelor of Arts in Marketing from the Eli Broad College of Business at Michigan State University. Mr. Erlich currently
serves on the Executive Board of the Michigan and Northwest Ohio Chapter of JDRF (formerly called the Juvenile Diabetes Research
Foundation).
Mr. Laith Hermiz, the Company’s prior
Chief Operating Officer, will remain with the Company as Executive Vice President of Real Estate.
| Item 9.01. |
Financial Statements and Exhibits. |
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 |
| |
|
|
| |
|
|
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By: |
/s/ Simon J. Leopold |
| |
|
Name: Simon J. Leopold |
| |
|
Title: Chief Financial Officer, Executive Vice President and Secretary |
Date: February 22, 2021
