Agree Realty Corp Files 8-K on Corporate Amendments

TL;DR

AGREE REALTY CORP filed an 8-K on Dec 12, reporting corporate amendments from Dec 6.

AI Summary

Agree Realty Corporation filed an 8-K on December 12, 2024, reporting events that occurred on December 6, 2024. The filing pertains to amendments to its articles of incorporation or bylaws and includes financial statements and exhibits. The company is incorporated in Maryland and headquartered in Royal Oak, Michigan.

Why It Matters

This filing indicates potential changes to Agree Realty Corporation's governance structure or operational framework, which could impact its business operations and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Agree Realty Corporation (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• Royal Oak, Michigan (location) — Principal executive offices
• December 12, 2024 (date) — Date of report
• December 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value ADC New York Stock Exchange

Filing Documents

• tm2430939d1_8k.htm (8-K) — 30KB
• tm2430939d1_ex3-1.htm (EX-3.1) — 162KB
• 0001104659-24-128020.txt ( ) — 448KB
• adc-20241206.xsd (EX-101.SCH) — 3KB
• adc-20241206_def.xml (EX-101.DEF) — 26KB
• adc-20241206_lab.xml (EX-101.LAB) — 36KB
• adc-20241206_pre.xml (EX-101.PRE) — 25KB
• tm2430939d1_8k_htm.xml (XML) — 5KB

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 6, 2024, the Board of Directors of Agree Realty Corporation, a Maryland corporation (the "Company"), amended and restated the Company's bylaws (the "Bylaws") to: implement proxy access by adding Article I, Section 1.13 of the Bylaws to permit a stockholder (or group of up to 20 stockholders), owning 3% or more of the Company's common stock continuously for at least three years, to nominate and include in the Company's proxy materials for an annual meeting of stockholders, a number of director nominees not to exceed the greater of two directors or 20% of the number of directors up for election, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws; allow the Company's stockholders to amend the Bylaws (previously a power reserved only for the Board), by a majority of the votes entitled to be cast on the matter; and add the requirement that an incumbent director offer to resign following an uncontested election in which the director did not receive support from a majority of votes cast (consistent with the provision included in the Company's Corporate Governance Guidelines). The amended and restated Bylaws also include other ministerial, clarifying and conforming changes. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Amended and Restated Bylaws of Agree Realty Corporation, dated December 6, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: December 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR