Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
AGREE REALTY CORP: Amended and restated bylaws to implement proxy access, allow stockholders to amend bylaws by majority vote, and require incumbent directors to offer resignation after failing to receive majority support in uncontested elections, along with other ministerial changes (effective 2024-12-06).
- Change
- bylaw amendment
- Effective
- 2024-12-06
Exact text from the filing
On December 6, 2024, the Board of Directors of Agree Realty Corporation, a Maryland corporation (the “Company”), amended and restated the Company’s bylaws (the “Bylaws”) to: · implement proxy access by adding Article I, Section 1.13 of the Bylaws to permit a stockholder (or group of up to 20 stockholders), owning 3% or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, a number of director nominees not to exceed the greater of two directors or 20% of the number of directors up for election, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws; · allow the Company’s stockholders to amend the Bylaws (previously a power reserved only for the Board), by a majority of the votes entitled to be cast on the matter; and · add the requirement that an incumbent director offer to resign following an uncontested election in whic
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