Agree Realty Corporation (ADC) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Richard A. Agree, Executive Chairman of the Board of Directors of Agree Realty Corporation. I will act as Chairman of the meeting and Clay Thelen, our Chief Financial Officer and Secretary of the company will act as Secretary of the meeting. Due to the ongoing COVID-19 pandemic and in order to protect the health and safety of our employees, stockholders and the greater community, our annual meeting this year is being conducted in a virtual-only format. We have designed our virtual format to enhance rather than constrain stockholder access, participation and communication. During the live Q&A session, we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits. First, I would like to introduce the other members of the Board of Directors. Craig Erlich, Merrie Frankel, Farris Kalil, Gregory Lehmkuhl, Simon Leopold, Jerome Rossi, William Rubenfaer, and Joey Agree, President and Chief Executive Officer of Agree Realty Corporation. In addition, I'd like to introduce [ Michael Kerrins ] of the accounting firm of Grant Thornton LLP, which was appointed as our independent registered public accounting firm for 2020. I'd like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. March 6, 2020 was a record date fixed for the determination of shareholders entitled to vote. As of the record date, there were 45,554,773 shares of common stock outstanding.

Mr. Chairman, I have in my possession an Affidavit from Broadridge Financial Solutions showing that on March 24, 2020, the proxy statement, the 2019 annual report to the company's shareholders and the notice of Internet availability of proxy materials for the notice only were mailed to the record holders of our common stock as of March 6, 2020.

The Secretary will file the original affidavit with the records of the company. Voting at the annual meeting will be done electronically through the Broadridge virtual meeting platform. The results of the voting will be reported before the meeting is adjourned. If you have mailed or otherwise delivered a proxy, your shares will be voted in the manner in which you have specified in your proxy. It would not be necessary for you to vote electronically. If there are any shareholders who wish to file proxies who have not already done so, they should do so at this time. If there are any shareholders who will be voting their shares in person and not by proxy, as they indicated at an earlier time, they should do so through the virtual meeting platform. If there are any persons who are acting as proxies for shareholders, who have not filed their proxies, they should file their proxies through the virtual meeting platform provided by Broadridge. Will the Secretary please report to the meeting the approximate number of shares which are present or represented at the meeting?

Mr. Chairman, the stockholders entitled to cast more than a majority of the 45,554,773 votes, which may be cast at this meeting are present virtually or by proxy.

Since a quorum is present, we are now ready to proceed with the transaction of business. This annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement. The first order of business is the election of 3 directors to serve a term of 3 years until the 2020 -- 2023 annual meeting of shareholders and the election of 1 director to serve a 1-year term until the 2021 annual meeting of shareholders. Nominations are now in order. Each director will serve until his or her successor who have been duly elected and qualified or is otherwise provided in the bylaws of the company.

In accordance with the recommendation of the nominating and Governance Committee Board of Directors of the company has nominated Ms. Frankel, Mr. Leopold and Mr. Rubenfaer to hold office for a term of 3 years until the 2023 meeting of stockholders and until her or his successor shall have been duly elected and qualified or as otherwise provided in the bylaws of the company. Pursuant to the bylaws, the directors are required to be divided into 3 classes serving 3-year staggered terms. In order to evenly distribute directors amongst the 3 classes with the recommendation of the nominating and Corporate Governance Committee, the Board of Directors has nominated Mr. Kalil to hold office for a term of 1 year until the 2021 annual meeting of shareholders and until his successor shall has been duly elected and qualified or as otherwise provided in the bylaws of the company.

Are there any comments with respect to the nomination for directors? The next order of business is the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020. Can I have a motion?

In accordance with the vote of the Audit Committee, the Board recommends that the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020 be ratified.

[ Michael Kerrins ] of Grant Thornton is present at this meeting and available to respond to appropriate questions of shareholders. Are there any questions for him or any comments with respect to such ratification? The next order of business is the approval by nonbinding vote of the compensation of company's named executive officers. This resolution provides that stockholders approve on an advisory basis, the compensation of the company's named executive officers, as disclosed in the company's proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation, discussion and analysis, the compensation tables and the other related disclosure. Are there any questions or comments on this proposal? The next order of business is the approval of the 2020 Omnibus Incentive Plan. 2020 Omnibus Incentive Plan will replace the 2014 Omnibus Incentive Plan, and all subsequent awards will be made under the 2020 plan. The Board recommends that the stockholders vote in favor of the proposal. Are there any questions or comments on this proposal? I now declare the polls open. For those stockholders attending the meeting virtually who wish to vote, you may vote now by clicking on the voting prompts on your screen. [Voting]

Has everyone had the opportunity to vote for the proposals presented for vote? Since I received no negative response, I declare the polls closed. We will now proceed with the results of voting on the proposals presented at the meeting. Will the Secretary read the report of the results of the vote taken at this meeting?

Our tally of the votes cast at the meeting indicate the following results. With respect to the election of directors, the holders of at least 96% of shares voted for each of the nominees for director. With respect to the ratification of the appointment of Grant Thornton LLP, at least 99% of shares voted for the ratification of the appointment of Grant Thornton LLP. With respect to the approval by nonbinding vote of executive compensation, at least 97% of shares voted for by nonbinding vote the approval of executive compensation. With respect to the approval of the 2020 Omnibus Incentive Plan, at least 93% of shares voted for the approval of the 2020 Omnibus Incentive Plan. The final tally of the votes cast at today's meeting will be filed in a Form 8-K within 4 business days. With respect to the election of directors, each of the 4 nominees is therefore elected a director of the company. The directors shall take office immediately and serve until the end of their terms and until their successors have been duly elected and qualified or is otherwise provided by the bylaws of the company. Further, the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020 has been ratified. Further that these shareholders have approved by nonbinding vote the executive compensation as disclosed in the 2019 proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and other related disclosures. Further, the shareholders have approved the 2020 Omnibus Incentive Plan.

I hereby direct the Secretary's report of the voting results, which contains the information just announced in the meeting to be filed with the meeting -- with the minutes of this meeting. There being no further business to come before the meeting, a motion to adjourn is in order.

I make a motion.

Second?

Second.

Those in favor signify by saying aye.

Aye.

Aye.

Those oppose signify by saying no. The motion is carried, and the meeting is adjourned. Thank you very much.