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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 11, 2023, Agree Realty Corporation (“the Company”) held its annual meeting of stockholders. The matters on which the stockholders voted were:
| 1) | To elect three directors to serve until the annual meeting of stockholders in 2026; and |
| 2) | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023; and |
| 3) |
To approve, by non-binding vote, executive compensation; and
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| 4) | To approve whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years. |
The three nominees were elected, the appointment of the independent registered public accounting firm was ratified, and the executive compensation was approved by non-binding vote. In addition, the advisory vote on the frequency of advisory votes on named executive officer compensation will occur every year. The results of the voting were as follows:
Election of Directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Merrie Frankel | 69,866,104 | 5,463,959 | 4,411,069 |
| John Rakolta, Jr. | 74,119,408 | 1,210,655 | 4,411,069 |
| Jerome Rossi | 70,444,580 | 4,885,483 | 4,411,069 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 79,077,694 | 634,356 | 29,082 | 0 |
Approval, by Non-Binding Vote, of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 71,683,743 | 3,568,852 | 77,468 | 4,411,069 |
Approval, by Non-Binding Vote, of Frequency of Executive Compensation Votes:
| 1 Year | 2 Years | 3 Years | Abstentions |
| 73,402,401 | 23,339 | 1,843,068 | 61,255 |
Based on the foregoing vote results for Proposal 4 and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will implement an advisory vote on executive officer compensation every year until the next required advisory vote on such frequency.
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 11, 2023 | ||