Agree Realty Corporation (ADC) Earnings Call Transcript & Summary

Good morning, and welcome to the Agree Realty Corporation Annual Meeting of Stockholders. I would now like to introduce the first presenter, Mr. Richard Agree.

Thank you. The meeting will please come to order. Good morning, ladies and gentlemen. My name is Richard Agree, Executive Chairman of the Board of Directors of Agree Realty Corporation. I will act as Chairman of the meeting and Simon Leopold, 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 presents. First, I would like to introduce the other members of our Board of Directors: Karen Dearing; Merrie Frankel; Mike Hollman; Farris Kalil; Greg Lehmkuhl; Ambassador John Rakolta, Jr.; Jerry Rossi; William Rubenfaer; and Joey Agree, President and CEO of Agree Realty. In addition, I would like to introduce Michael Cairns from the accounting firm of Grant Thornton LLP, which was appointed as our independent registered public accounting firm for 2021. I would like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. March 8, 2021, was a record date fixed for the determination of stockholders entitled to vote. As of the record date, there were 63,573,009 shares of common stock outstanding.

Mr. Chairman, I have in my possession an affidavit from Broadridge Financial Solutions, Inc., showing that on March 26, 2021, the proxy statement -- the 2020 annual report to the company's stockholders and the notice of Internet availability of proxy materials or the notice only were mailed to the record holders of our common stock as of March 8, 2021.

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 will 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 to 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 63,573,009 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 2024 Annual Meeting of Stockholders, the election of 1 director to serve a term of 2 years until the 2023 Annual Meeting of Stockholders, and the election of 1 director to serve a term of 1 year until the 2022 Annual Meeting of Stockholders. Nominations are now in order. Each director will serve until his or her successor who have been duly elected and qualified or as otherwise provided in the bylaws of the company.

In accordance with the recommendation of the Nominating and Governance Committee, the Board of Directors of the company has nominated Mr. Rich Agree, Ms. Dearing and Mr. Hollman to hold office for a term of 3 years until the 2024 Annual Meeting of Stockholders. And until her/his successor shall have been duly elected and qualified or is 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 among the 3 classes, with the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Ambassador John Rakolta Jr. to hold office for a term of 2 years until 2023 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified or is otherwise provided in the bylaws of the company. Furthermore, with the recommendation of the Nominating Corporate Governance Committee, the Board of Directors has nominated Mr. Rossi, to hold office for a term of 1 year until the 2022 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified or is otherwise provided in the bylaws of the company.

Are there any comments with respect to the nominations 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 2021. Can I please 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 2021 be ratified.

Michael Karens 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 the 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 amendment to our Articles of Incorporation, our charter to increase the number of authorized shares of our common stock. The amendment would increase the number of shares of common stock that the company is authorized to issue from 90 million shares of common stock to 180 million shares of common stock, representing an increase of 90 million shares of authorized common stock. May I please have a motion?

I move that the shareholders approve the amendment to our charter to increase the number of authorized shares of common stock.

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. Has everyone had the opportunity to vote for the proposals presented for vote? Since I hear 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 votes taken at the meeting.

Our tally of the votes cast at the meeting indicates the following results: one, with respect to the election of directors, the holders of at least 92% of shares voted for each of the nominees for director; two, 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 Thorton LLP; three, with respect to the approval by nonbinding vote of executive compensation, at least 95% of shares voted for the approval of executive compensation; four, with respect to the approval of the amendment to our charter to increase the number of authorized shares for our common stock, at least 96% of shares voted for the approval of the amendment. 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 5 nominees is therefore elected as Director of the company. The directors shall take office immediately and serve until the end of their terms and until their successors shall have been duly elected and qualified, or as otherwise provided by the bylaws of the company. Further, the appointment of Grant Thorton LLP as our independent registered public accounting firm for 2021 has been ratified. Further that the shareholders have approved by nonbinding vote the executive compensation as disclosed in the company's proxy statement pursuant to the disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and other related disclosure. Further, the shareholders have approved the amendment to our charter to increase the number of authorized shares for our common stock.

I hereby direct the Secretary's report on the voting results, which contains the information just announced in the meeting to be filed with the minutes of this meeting. Before we adjourn, I want to thank Farris Kalil for 27 years of fantastic service on our Board. Farris has been on the Board since our IPO in 1994, and he has helped us dramatically grow from a $50 million company to a company of almost $5 billion market cap. We will be fitting Farris with a new set of golf clubs this spring as he takes over as head pro at Pine Lake Country Club. Farris, thank you again for all your time and effort and to helping us grow into this fantastic company. There'll be no further business to come before the meeting, a motion to adjourn is hereby in order.

I move that the meeting be adjourned.

Those in favor signify by saying aye. [Voting]

Aye.

Those signify by saying no. [Voting]

The motion is carried and our meeting is adjourned.

Thank you. The Agree Realty Corporation Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now disconnect.