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Form 8-K AGREE REALTY CORP For: Jan 07

January 8, 2015 4:52 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 7, 2015

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AGREE REALTY CORPORATION
(Exact name of registrant as specified in its Charter)

Maryland

1-12928 38-3148187
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ���Identification No.)

70 E. Long Lake Rd., Bloomfield Hills, Michigan 48304
(Address of principal executive offices) �(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors.

On January 7, 2015, Michael Rotchford voluntarily resigned from his position as a member of the Board of Directors of Agree Realty Corporation (the “Company”). Mr. Rotchford had served as a director of the Company for over 20 years. There were no disagreements between Mr. Rotchford and the Company or any officer or director of the Company which led to Mr. Rotchford’s resignation. With the resignation, Mr. Rotchford also resigned as Chairman of the Nominating and Governance Committee of the Board and as a member of the Executive Committee of the Board.

Also on January 7, 2015, the Board appointed Jerome R. Rossi to the Company’s Board of Directors, to serve until the Company’s annual meeting of shareholders in 2015 and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Company’s Board of Directors has determined that Mr. Rossi is an independent director under applicable NYSE rules. As a director of the Company, Mr. Rossi will receive an annual retainer of $22,500 from the Company, prorated for the current year based on the portion of the year for which Mr. Rossi will serve.

Mr. Rossi is a Senior Executive Vice President and Group President of The TJX Companies, Inc. and has over 45 years of executive experience in the retail sector. His responsibilities have included executive oversight of global real estate, global procurement, global sourcing services, logistics and transportation, new business development, information technology and e-commerce. Mr. Rossi, who began his career in 1967 as a Certified Public Accountant with Arthur Young & Co, intends to retire from his current position at The TJX Companies on January 31, 2015.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description
99.1 Press Release, dated January 7, 2015.

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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
Date:��January 8, 2015 By: /s/ BRIAN DICKMAN
Brian Dickman, Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit Number Description
99.1 Press Release, dated January 7, 2015.

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FOR IMMEDIATE RELEASE ADC stacked logo color

CONTACT: Brian Dickman

Chief Financial Officer

(248) 737-4190

JEROME R. ROSSI TO JOIN
AGREE REALTY BOARD OF DIRECTORS

BLOOMFIELD HILLS, MI (January 7, 2015) - Agree Realty Corporation (NYSE: ADC) announced today that Jerome R. Rossi, Senior Executive Vice President and Group President of The TJX Companies, has joined the Company’s Board of Directors. Mr. Rossi replaces Michael Rotchford who is resigning after over 20 years as a Director of the Company.

“We are very pleased to welcome Jerry to our Board,” said Richard Agree, Executive Chairman of the Board. “Jerry’s 45 years of executive experience in the retail sector, including, among other responsibilities, oversight of operations, real estate, new business development and e-commerce at The TJX Companies, will be a fantastic addition to the Board. We’d also like to thank Mike Rotchford for his 20 years of commitment and service to Agree Realty. Mike has been a Director since our IPO in 1994 and has been an invaluable resource to the Company.”

Joey Agree, President, CEO and Director, added, “Jerry brings a profound and unique skillset, as well as a diverse perspective, to our Board. His retail expertise and leadership experience will be tremendous assets as we continue to grow the Company and pursue our strategic objectives. We look forward to working with Jerry and learning from his extensive insights into retail real estate and its operations.”

Mr. Rossi has been Senior Executive Vice President and Group President of The TJX Companies since 2005. He served as Chief Operating Officer of HomeGoods from 2000 to 2005, Executive Vice President and Chief Operating Officer of The Marmaxx Group from 1995 to 2000 and President and Chief Executive Officer of Marshalls from 1990 to 1995. Mr. Rossi began his career in 1967 as a Certified Public Accountant with Arthur Young & Co.

Mr. Rossi currently serves on the Board of Directors of Home Base, the Board of Advisors at Bentley College, the Board of Directors at Bethany Hill School, the Board of Overseers at Newton Wellesley Hospital and the Board of Overseers at Beth Israel Hospital.

Mr. Rossi intends to retire from his current position at The TJX Companies on January 31, 2015.

About Agree Realty Corporation

Agree Realty is primarily engaged in the acquisition and development of properties net leased to industry leading retail tenants. The Company currently owns and operates a portfolio of 209 properties, located in 37 states and containing approximately 4.3 million square feet of gross leasable space. The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol “ADC”.



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