Agree Realty (ADC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and a charter amendment to increase authorized shares.

• The company is a REIT focused on retail properties, with a portfolio of 2,370 properties across all 50 states, 99.6% leased, and a strong tenant base with 68.2% investment-grade tenants as of year-end 2024.

• 2024 saw $951 million invested in new properties, 3.7% growth in Core FFO per share, 4.6% growth in AFFO per share, and a 2.8% increase in dividends.

• The company raised $1.1 billion in equity, completed a $450 million bond offering, and expanded its credit facility to $1.25 billion.

Voting matters and shareholder proposals

• Election of three directors to serve until 2028.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• Advisory (non-binding) vote on executive compensation.

• Approval of a charter amendment to double authorized common shares from 180 million to 360 million.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten directors, eight of whom are independent; Lead Independent Director role established in 2019.

• All board committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors.

• Board and committees conduct annual self-assessments; six new independent directors added since 2018.

• Stock ownership guidelines require significant equity holdings for directors and executives.

• No poison pill in place; robust Code of Conduct and Human Rights Policy adopted.