Agree Realty (ADC) investors back directors, auditor and executive pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Agree Realty Corporation reported the results of its 2026 annual stockholder meeting held on May 14, 2026. Stockholders elected two directors to serve until the 2029 annual meeting, ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for 2026, and approved executive compensation on a non-binding basis.

Director John Rakolta, Jr. received 100,834,036 votes for and 1,679,090 votes withheld, while Jerome Rossi received 92,870,518 votes for and 9,642,608 votes withheld, with 6,771,007 broker non-votes for each. The auditor ratification received 107,684,512 votes for, 1,515,453 against, and 84,168 abstentions. The advisory vote on executive compensation received 97,715,282 votes for, 4,650,345 against, 147,499 abstentions, and 6,771,007 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for John Rakolta, Jr.: 100,834,036 votes Votes for Jerome Rossi: 92,870,518 votes Broker non-votes on director elections: 6,771,007 votes +5 more

8 metrics

Votes for John Rakolta, Jr. 100,834,036 votes Election of director to serve until 2029

Votes for Jerome Rossi 92,870,518 votes Election of director to serve until 2029

Broker non-votes on director elections 6,771,007 votes Director election proposals

Votes for auditor ratification 107,684,512 votes Ratification of Grant Thornton LLP for 2026

Votes against auditor ratification 1,515,453 votes Ratification of Grant Thornton LLP for 2026

Votes for executive compensation 97,715,282 votes Non-binding advisory vote on executive pay

Votes against executive compensation 4,650,345 votes Non-binding advisory vote on executive pay

Broker non-votes on pay proposal 6,771,007 votes Executive compensation advisory vote

Key Terms

broker non-votes, independent registered public accounting firm, non-binding vote, executive compensation

4 terms

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes John Rakolta, Jr. | 100,834,036 | 1,679,090 | 6,771,007"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding vote financial

"To approve, by non-binding vote, executive compensation."

executive compensation financial

"To approve, by non-binding vote, executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Understanding 8-K Material Events →

05/14/2026 - 04:19 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 14, 2026

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)


1-12928			38-3148187
(Commission file number)			(I.R.S. Employer Identification No.)

32301 Woodward Avenue
Royal Oak, Michigan			48073
(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	ADC	New York Stock Exchange
Depositary Shares, each representing one- thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value	ADCPrA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2026, Agree Realty Corporation (the “Company”) held its 2026 annual meeting of stockholders. The matters on which the stockholders voted were:

1)       To elect two directors to serve until the annual meeting of stockholders in 2029;

2)       To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026; and

3)       To approve, by non-binding vote, executive compensation.

The two director nominees were elected, the appointment of the independent registered public accounting firm was ratified and the executive compensation was approved by non-binding vote. The results of the voting were as follows:

Election of Directors:


Director	Votes For	Votes Withheld	Broker Non-Votes
John Rakolta, Jr.	100,834,036	1,679,090	6,771,007
Jerome Rossi	92,870,518	9,642,608	6,771,007

Ratification of Appointment of Independent Registered Public Accounting Firm:


Votes For	Votes Against	Abstentions
107,684,512	1,515,453	84,168

Approval, by Non-Binding Vote, of Executive Compensation:


Votes For	Votes Against	Abstentions	Broker Non-Votes
97,715,282	4,650,345	147,499	6,771,007

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

	By:	/s/ Peter Coughenour
		Name: Peter Coughenour
		Title: Chief Financial Officer and Secretary

Date: May 14, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Agree Realty Corporation (ADC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two directors, ratifying Grant Thornton LLP as the 2026 independent registered public accounting firm, and approving executive compensation by a non-binding advisory vote. All three proposals received sufficient support to pass at the meeting.

Were the director nominees elected at Agree Realty Corporation’s 2026 annual meeting?

Yes, both director nominees were elected. John Rakolta, Jr. received 100,834,036 votes for and 1,679,090 withheld, while Jerome Rossi received 92,870,518 votes for and 9,642,608 withheld, with 6,771,007 broker non-votes recorded for each nominee.

Did Agree Realty Corporation (ADC) shareholders ratify Grant Thornton LLP as auditor for 2026?

Yes, shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for 2026 with 107,684,512 votes for, 1,515,453 votes against, and 84,168 abstentions, indicating strong overall support for the company’s chosen auditor at the annual meeting.

How did Agree Realty Corporation shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation in a non-binding advisory vote. The proposal received 97,715,282 votes for, 4,650,345 against, 147,499 abstentions, and 6,771,007 broker non-votes, indicating a clear majority in favor of the company’s executive pay program.

What are broker non-votes in Agree Realty Corporation’s 2026 proxy results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions from beneficial owners on certain proposals. For the director elections and executive compensation vote, there were 6,771,007 broker non-votes, which counted for quorum but not as votes for or against.

Filing Exhibits & Attachments

4 documents