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 achieved strong financial performance in 2024, with AFFO per share up 4.6% and dividends per share up 2.8%.

• Portfolio remains high quality, 99.6% leased, with 68.2% of base rent from investment-grade tenants.

• Raised $1.1 billion in equity, completed a $450 million bond offering, and expanded 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.

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

• Board and committees conduct annual self-assessments; no poison pill in place.

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

• Board diversity in skills, experience, gender, and ethnicity is highlighted.