Agree Realty (ADC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on director elections, auditor ratification, and executive compensation.

• The company maintains a high-quality, diversified retail net lease portfolio, with 2,674 properties and 99.7% occupancy as of year-end 2025.

• 2025 saw $1.55 billion invested in new properties, AFFO per share growth of 4.6%, and a 2.7% increase in dividends.

• The company has delivered top-tier total shareholder returns over the past decade compared to peers and indices.

Voting matters and shareholder proposals

• Stockholders will vote to elect two directors for terms expiring in 2029, ratify Grant Thornton LLP as auditor for 2026, and approve executive compensation on an advisory basis.

• The board recommends voting in favor of all proposals.

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• The board consists of nine directors, seven of whom are independent; a Lead Independent Director role was established to enhance governance.

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

• The board regularly reviews governance policies, succession planning, and director education.

• Directors are subject to robust stock ownership requirements and prohibited from hedging or pledging company stock.

• Board diversity includes gender, age, and professional background, with six new independent directors added since 2018.