Agree Realty Corp. Schedules 2024 Annual Meeting for May 23rd

TL;DR

<b>Agree Realty Corporation will hold its 2024 Annual Meeting on May 23, 2024, to vote on director elections, auditor ratification, executive compensation, and an incentive plan.</b>

AI Summary

AGREE REALTY CORP (ADC-PA) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. The 2024 Annual Meeting of Agree Realty Corporation stockholders will be held virtually on May 23, 2024. The meeting agenda includes electing four directors, ratifying Grant Thornton LLP as the independent auditor for 2024, and approving executive compensation on an advisory basis. Stockholders will also vote on the 2024 Omnibus Incentive Plan. Record date for voting eligibility is March 15, 2024. Proxy materials will be made available online on or about April 12, 2024.

Why It Matters

For investors and stakeholders tracking AGREE REALTY CORP, this filing contains several important signals. The meeting's virtual format allows for broader participation and digital submission of questions. Key governance items, including director elections and executive compensation, are on the agenda, reflecting standard corporate oversight procedures.

Risk Assessment

Risk Level: — AGREE REALTY CORP shows moderate risk based on this filing. The filing is a standard proxy statement (DEF 14A) for an annual meeting, containing routine corporate governance proposals and no immediate financial or operational disclosures that would indicate significant risk.

Analyst Insight

Review the proposals for director elections, executive compensation, and the 2024 Omnibus Incentive Plan to make informed voting decisions.

Key Numbers

• four — Directors to elect (To elect four directors to serve until the annual meeting of stockholders in 2027)
• 2024 — Independent Auditor Year (Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024)
• 2024 — Omnibus Incentive Plan Year (Approve the 2024 Omnibus Incentive Plan)

Key Players & Entities

• Agree Realty Corporation (company) — Registrant
• Grant Thornton LLP (company) — Independent registered public accounting firm
• May 23, 2024 (date) — Date of Annual Meeting
• March 15, 2024 (date) — Record date for voting eligibility
• April 12, 2024 (date) — Date of mailing proxy materials

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a standard DEF 14A proxy statement, indicating compliance with SEC regulations for annual meetings.

Industry Context

Agree Realty Corporation operates as a real estate investment trust (REIT), focusing on net lease properties. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing adheres to SEC regulations for proxy solicitations under the Securities Exchange Act of 1934, specifically Schedule 14A.

What Investors Should Do

1. Review the biographies and qualifications of the director nominees.
2. Analyze the advisory vote on executive compensation, considering the company's performance and compensation philosophy.
3. Understand the terms and objectives of the 2024 Omnibus Incentive Plan.

Key Dates

• 2024-05-23: Annual Meeting — Key date for voting on corporate matters
• 2024-03-15: Record Date — Determines stockholder eligibility to vote
• 2024-04-12: Proxy Material Availability — Date when proxy materials are expected to be mailed/available

Year-Over-Year Comparison

This filing is a DEF 14A for the 2024 Annual Meeting, providing information on upcoming votes and corporate governance, distinct from prior period financial reports.

Key Financial Figures

• $25,000 — ements, which is not expected to exceed $25,000 in total. Our directors and officers ma
• $1.34 billion — ear, including: Invested or committed $1.34 billion in 319

Filing Documents

• tm242734d2_def14a.htm (DEF 14A) — 1878KB
• bc_affodiv-pn.gif (GRAPHIC) — 23KB
• bc_compaffo-pn.jpg (GRAPHIC) — 63KB
• bc_comptsr-pn.jpg (GRAPHIC) — 61KB
• ic_checkcircle-pn.jpg (GRAPHIC) — 2KB
• ic_xmark-4c.gif (GRAPHIC) — 1KB
• ic_xmark-4c.jpg (GRAPHIC) — 2KB
• lc_shareholder-pn.jpg (GRAPHIC) — 67KB
• lg_agreereality-pn.jpg (GRAPHIC) — 33KB
• pc_22ceocompensat-pn.jpg (GRAPHIC) — 31KB
• pc_neocompensation-pn.jpg (GRAPHIC) — 31KB
• px_24agreeproxy1pg01-bw.jpg (GRAPHIC) — 222KB
• px_24agreeproxy1pg02-bw.jpg (GRAPHIC) — 149KB
• 0001104659-24-046515.txt (&nbsp;) — 4522KB
• adc-20231231.xsd (EX-101.SCH) — 7KB
• adc-20231231_def.xml (EX-101.DEF) — 7KB
• adc-20231231_lab.xml (EX-101.LAB) — 22KB
• adc-20231231_pre.xml (EX-101.PRE) — 6KB
• tm242734d2_def14a_htm.xml (XML) — 238KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 BOARD MATTERS 15 The Board of Directors 15 Committees of the Board 16 Director Compensation 20 2024 Compensation 20 2023 Compensation 21 Corporate Governance 22 Communications with the Board 22 EXECUTIVE OFFICERS 23 COMPENSATION DISCUSSION AND ANALYSIS 25 Overview of Compensation Program 25 Compensation Objectives and Philosophy 25 Determining Compensation for Named Executive Officers 26 Compensation Committee Consideration of the 2023 Vote on Executive Compensation 26 Elements and Criteria of Compensation in 2023 for Named Executive Officers 27 Base Salary 28 The Executive Incentive Plan 29 Perquisites and Other Benefits 34 Timing and Pricing of Share-Based Grants 35 Stock Ownership Guidelines 35 Policy Prohibiting Hedging and Pledging of Company Stock 36

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy 37 Tax and Accounting Implications 37 COMPENSATION COMMITTEE REPORT 38

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 39 Summary Compensation Table 39 Grants of Plan-Based Awards for 2023 40 Outstanding Equity Awards at December 31, 2023 41 Option Exercises and Stock Vested in 2023 43 Potential Payments Upon Termination or Change-in-Control 43 Change in Control/Severance Payment Tables 47 Pay Ratio 47 Pay Versus Performance 48 AUDIT-RELATED MATTERS 52 Report of the Audit Committee 52 Audit Committee Matters 53 PROPOSALS 54 Proposal 1—Election of Directors 54 i TABLE OF CONTENTS Page Proposal 2—Ratification of appointment of independent registered public accounting firm for 2024 58 Proposal 3—Advisory (Non-Binding) Vote Approving Executive Compensation 59 Proposal 4—Approval of the 2024 Omnibus Incentive Plan 60 RELATED PERSON TRANSACTIONS 66 ADDITIONAL INFORMATION 67 Cost of Proxy Solicitation 67 Proposals for 2025 Annual Meeting 67 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 23, 2024 68 APPENDIX A—2024 OMNIBUS INCENTIVE PLAN A-1 ii TABLE OF CONTENTS AGREE REALTY CORPORATION 32301 Woodward Avenue Royal Oak, MI 48073 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS May 23, 2024 ABOUT THE ANNUAL MEETING This proxy statement is furnished by our board of directors (the "Board") in connection with the Board's solicitation of proxies to be voted at the 2024 Annual Meeting of stockholders (the "2024 Annual Meeting") of Agree Realty Corporation (the "Company") to be held virtually at 10:00 a.m. Eastern Time on May 23, 2024, at www.virtualshareholdermeeting.com/ADC2024, and at any adjournment or postponement thereof. On or about April 12, 2024, we are mailing either (i) a copy of the Notice of Annual Meeting, this proxy statement, the accompanying proxy card, our annual report and the Notice of Internet Availability of Proxy Materials (the "Notice") (if a stockholder previously reques

View Full Filing

View this DEF 14A filing on SEC EDGAR