Form 8-K AGREE REALTY CORP For: May 02

 

 

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): May 3, 2016 (May 2, 2016)

 

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The 2016 annual meeting of the stockholders (the “Annual Meeting”) of the Company was held May 2, 2016. At the Annual Meeting, the stockholders of Agree Realty Corporation (the “Company”) approved amendments to the Articles of Incorporation of the Company (the “Charter”) increasing the number of authorized shares of common stock, $0.0001 par value per share, from 28 million to 45 million, and prohibiting the Company’s Board of Directors from classifying or reclassifying any authorized but unissued shares of the Company’s common stock into shares of preferred stock.

 

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment setting forth the amendments, which are filed as Exhibit 3.1 to this report and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the stockholders voted, in person or by proxy, on the following matters:

 

a)

To elect three directors to serve until the annual meeting of stockholders in 2019;

 

b)

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2016;

 

c)

To approve, by non-binding vote, executive compensation;

 

d)

To consider and approve the amendment to the Company’s Articles of Incorporation, as amended and supplemented (our “Charter”) to increase the number of authorized shares of our common stock from 28 million shares to 45 million shares; and

 

e)

To consider and approve the amendment to our Charter to provide that, in no event, may the board of directors of the Company classify or reclassify any authorized but unissued shares of the Company’s common stock into shares of the Company’s preferred stock or any class or series thereof.

 

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 amendments to our articles of incorporation were both approved. The results of the voting were as follows:

 

Election of Directors:

 

Director	Votes For	Votes Withheld	Broker Non-Votes
Joel Agree	14,859,720	446,430	3,222,827
William S. Rubenfaer	14,199,317	1,106,833	3,222,827
Leon Schurgin	14,869,655	436,495	3,222,827

 

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
18,408,991	105,589	14,397	0

 

 

Approval, by non-binding vote, of Executive Compensation:

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
14,414,787	790,100	101,263	3,222,827

 

Approval of Amendment to Articles of Incorporation (increase shares):

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
17,775,440	641,424	112,113	0

 

 Approval of Amendment to Articles of Incorporation:

 

Votes For	Votes Against	Abstentions	Broker Non-Votes
15,194,092	70,429	41,629	3,222,827

  

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit Number	Description
3.1	Amendment to the Articles of Incorporation of the Company.

  

 

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:  May 3, 2016	By:	/s/ MATTHEW M. PARTRIDGE
		Matthew M. Partridge, Executive Vice President, Chief Financial Officer and Secretary

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
3.1	Amendment to the Articles of Incorporation of the Company.

  

 

 

 

Exhibit 3.1

 

ARTICLES OF AMENDMENT OF

AGREE REALTY CORPORATION

 

AGREE REALTY CORPORATION, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Sections 2-601 et seq. of the Maryland General Corporation Law (the “MGCL”).

 

SECOND: The Charter of the Corporation is hereby amended by deleting therefrom in its entirety the existing paragraph (a) of Article SIXTH and inserting, in lieu thereof, the following new paragraph (a) of Article SIXTH:

 

“(a) The total number of shares of stock of all classes which the Corporation has authority to issue is 49,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $4,900, of which shares 45,000,000 are initially classified as “Common Stock” and 4,000,000 are initially classified as “Preferred Stock.” The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of each shares of stock.”

 

THIRD: The Charter of the Corporation is hereby further amended by inserting the following new paragraph (f) of Article SIXTH:

 

“(f) Notwithstanding anything in this Article SIXTH or elsewhere in the Charter to the contrary, in no event may the Board of Directors classify or reclassify any authorized but unissued shares of common Stock of the Corporation into shares of Preferred Stock of the Corporation or any class or series thereof, and, to the extent the context so requires, each reference in this Article SIXTH or elsewhere in the Charter to the power of the Board of Directors to classify or reclassify any authorized but unissued shares of capital stock of the Corporation shall be limited accordingly.”

 

FOURTH: The total number of shares of stock of all classes which the Corporation had authority to issue immediately prior to the foregoing amendments of the Charter was 32,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $3,200, of which shares (a) 28,000,000 were initially classified as shares of “Common Stock” (par value $.0001 per share) and (b) 4,000,000 were initially classified as shares of “Preferred Stock” (par value $.0001 per share), of which 200,000 shares were classified as Series A Junior Participating Preferred Stock (par value ($.0001 per share).

 

FIFTH: The total number of shares of stock of all classes which the Corporation has authority to issue pursuant to the foregoing amendments of the Charter is 49,000,000 shares of capital stock (par value $.0001 per share), amounting in aggregate par value to $4,900, of which shares (a) 45,000,000 are initially classified as shares of “Common Stock” (par value $.0001 per share) and (b) 4,000,000 are initially classified as shares of “Preferred Stock” (par value $.0001 per share), of which 200,000 shares are classified as Series A Junior Participating Preferred Stock (par value $.0001 per share).

 

SIXTH: The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the foregoing amendments of the Charter.

 

 

SEVENTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment were duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.

 

EIGHTH: These Articles of Amendment shall be effective upon filing with the Department.

 

NINTH: The undersigned President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters and facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that the statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, Agree Realty Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 3^rd day of May, 2016.

 

ATTEST:			AGREE REALTY CORPORATION
By:	/s/ MATTHEW M. PARTRIDGE		By:	/s/ JOEL N. AGREE
	Matthew M. Partridge			Joel N. Agree
	Secretary			President

 

 

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