$ADC·8-K

AGREE REALTY CORP · May 14, 4:19 PM ET

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AGREE REALTY CORP 8-K

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Agree Realty Corporation Reports 2026 Annual Meeting Results

What Happened
Agree Realty Corporation filed a Form 8-K reporting the results of its 2026 annual meeting of stockholders held May 14, 2026. Stockholders elected two directors — John Rakolta, Jr. and Jerome Rossi — to serve until the 2029 annual meeting, ratified Grant Thornton LLP as the company’s independent registered public accounting firm for 2026, and approved, by non-binding vote, the company’s executive compensation. The filing was signed by CFO and Secretary Peter Coughenour on May 14, 2026.

Key Details

  • Directors elected:
    • John Rakolta, Jr.: 100,834,036 votes for; 1,679,090 withheld; 6,771,007 broker non-votes.
    • Jerome Rossi: 92,870,518 votes for; 9,642,608 withheld; 6,771,007 broker non-votes.
  • Ratification of auditor (Grant Thornton LLP): 107,684,512 votes for; 1,515,453 against; 84,168 abstentions.
  • Advisory approval of executive compensation (say-on-pay): 97,715,282 votes for; 4,650,345 against; 147,499 abstentions; 6,771,007 broker non-votes.

Why It Matters
Board elections determine governance and strategic oversight—these results lock in two directors through 2029. Ratifying Grant Thornton provides continuity in external audit services for 2026. The non-binding “say-on-pay” approval indicates shareholder advisory support for the company’s executive compensation approach, which management and the board can consider when setting future pay policies. Broker non-votes reflect shares held by brokers that did not vote on certain matters and can affect the vote totals for contested or advisory items.

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