DEF 14A: Agree Realty Corporation Announces Annual Meeting of Stockholders

Agree Realty Corporation will hold its 2024 Annual Meeting of Stockholders virtually on May 23, 2024, to vote on director elections, ratification of the accounting firm, executive compensation, and the 2024 Omnibus Incentive Plan.

Summary

• Agree Realty Corporation is holding its Annual Meeting of Stockholders virtually on May 23, 2024.
• Stockholders will vote to elect four directors, ratify the appointment of Grant Thornton LLP as the independent accounting firm, approve executive compensation, and approve the 2024 Omnibus Incentive Plan.
• The board recommends voting for all director nominees, the ratification of Grant Thornton, executive compensation, and the 2024 Omnibus Incentive Plan.
• Stockholders of record as of March 15, 2024, are entitled to vote.
• The company's portfolio as of December 31, 2023, consisted of 2,135 properties across 49 states, totaling approximately 44.2 million square feet, and was 99.8% leased with an 8.4-year weighted average remaining lease term.
• In 2023, the company invested or committed $1.34 billion in 319 retail net lease properties.
• Core FFO per share increased 1.6% to $3.93, and AFFO per share increased 3.1% to $3.95 in 2023.
• Dividends declared in 2023 totaled $2.919 per share, a 4.1% year-over-year increase.
• The company raised over $370 million of gross equity proceeds through its at-the-market equity (ATM) program.
• The company closed on an unsecured $350 million 5.5-year term loan at a 4.52% fixed rate.
• The company ended the year with over $1.0 billion of total liquidity.
• The company's balance sheet is well-positioned at 4.3 times proforma net debt to recurring EBITDA, or 4.7 times excluding unsettled forward equity.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance, strategic investments, and a commitment to corporate governance and ESG initiatives. The company exceeded several performance targets, indicating a successful year.

Positives

• The company's portfolio is highly leased at 99.8% with a strong weighted average remaining lease term of 8.4 years.
• The company achieved significant investment activity, committing $1.34 billion in 319 retail net lease properties.
• The company experienced growth in Core FFO per share and AFFO per share.
• The company increased dividends by 4.1% year-over-year.
• The company maintains a strong liquidity position with over $1.0 billion available.
• The company has a well-positioned balance sheet with low leverage.

Future Outlook

The Company expects to remain engaged on compensation, governance and ESG issues with its stockholders and will continue to be responsive to stockholder concerns and align its compensation, governance and ESG policies and practices with the long-term interests of its stockholders.

Industry Context

The announcement reflects standard corporate governance practices for publicly traded REITs, including annual meetings, proxy solicitations, and disclosures related to executive compensation and related party transactions. The focus on ESG initiatives aligns with increasing investor interest in sustainable and responsible investing.

Comparison to Industry Standards

• The document mentions a Triple Net Lease Peer Group including companies like Realty Income Corporation, NNN REIT, and W.P. Carey, indicating a focus on comparing performance within the net lease REIT sector.
• The executive compensation discussion benchmarks against a peer group of 13 publicly traded REITs, considering factors like enterprise value, market capitalization, and funds from operations.
• The document highlights that Agree Realty's AFFO per share growth has been among the best compared to its net lease peers, and that the company has delivered total returns above the Triple Net Lease Peer Group and the MSCI US REIT (RMZ) index over the last 10 years.

Management Changes

Corporate Governance

Related Party Transactions

• The Company and Richard Agree, the Executive Chairman of the Company, are parties to a reimbursement agreement dated October 3, 2023.
• In December 2023, our Operating Partnership entered into an Agreement of Purchase and Sale, dated December 20, 2023, as amended (the Real Estate Transaction), with 44 East Long Lake Partners, LLC, a Michigan limited liability company (44 East LLC), related to the sale of real property, our prior headquarters, located in Bloomfield Hills, Michigan. John Rakolta Jr., a director on our Board, is the manager of 44 East LLC.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions on key company matters.
• Employees are incentivized through compensation programs and equity ownership.
• The company's focus on ESG initiatives may positively impact communities and the environment.
• Tenants are engaged in sustainability initiatives, fostering collaboration and shared responsibility.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce voting results at the 2024 Annual Meeting and publish them in a Current Report on Form 8-K.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, incentive plan, real estate, net lease, REIT, Agree Realty