Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 7, 2012





(Exact name of registrant as specified in its charter) 




Maryland   1-12928   38-3148187

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)


31850 Northwestern Highway

Farmington Hills, MI 48334

(Address of principal executive offices)


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))




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


On May 7, 2012, Agree Realty Corporation (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:


(i)for the election of three directors of the Company to serve until the annual meeting of stockholders in 2015;


(ii)the ratification of the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for 2012; and


(iii)the approval, by non-binding vote, of executive compensation as disclosed in the Company’s proxy statement for the 2012 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission including the Compensation Discussion and Analysis, the compensation tables and other related disclosure.


The three 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   Abstentions   Broker Non-Votes
Richard Agree   4,508,419   2,483,272   0   3,571,187
Michael Rotchford   5,289,392   1,702,299   0   3,571,187
John Rakolta, Jr.   4,058,334   2,933,357   0   3,571,187


Ratification of Appointment of Independent Registered Public Accounting Firm:


Votes For   Votes Against   Abstentions   Broker Non-Votes
10,516,493   31,321   15,064   0



Approval, by non-binding vote, of Executive Compensation:


Votes For   Votes Against   Abstentions   Broker Non-Votes
6,549,946   339,229   102,516   3,571,187







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.




Dated:  May 8, 2012 BY: /s/ Alan D. Maximiuk
    Alan D. Maximiuk
    Vice President, Chief Financial Officer and Secretary