AGREE REALTY CORPORATION (NYSE:ADC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AGREE REALTY CORPORATION (NYSE:ADC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Item 5.02(e)

In accordance with the intention stated in the Agree Realty
Corporation proxy statement filed March 18, 2016, the
Compensation Committee (the Committee) of the Board of Directors
of Agree Realty Corporation (the Company) on February 16, 2017,
approved the adoption of the 2017 Executive Incentive Plan (the
Plan) to further align the Company and its executive officers
performance with the interests of the Companys shareholders. The
executive officers will participate in the Plan at different
award levels, which the Committee approved concurrently with the
establishment of the Plan.

The Plan provides each of the Companys executive officers with an
opportunity to earn an annual cash incentive award as well as an
annual equity incentive award, of which any equity awarded under
the Plan will reduce the number of shares authorized for issuance
under the Companys 2014 Omnibus Incentive Plan. The annual cash
and equity incentive opportunities are based on certain
pre-established performance goals, which are delineated as
threshold, target and maximum. Each of these performance goals
carries a specific weighting in determining each executive
officers annual cash and equity incentive award.

Specifically, for 2017, the annual cash and equity incentive
opportunities will be awarded to the extent the Company attains
certain threshold, target or maximum-level achievements for the
following performance goals:

AFFO Growth Goal: 50% of the award is based
upon absolute year-over-year growth of the Companys adjusted
funds from operations (AFFO) per share
Management Business Objectives: 35% of the
award is based upon the achievement of specific operating and
management objectives, including: balance sheet criteria,
asset management and portfolio characteristic goals,
acquisition goals, development goals and partner capital
solutions goals
Subjective Achievements: 15% of the award is
based up the Committees subjective review of activities or
objectives determined at the discretion of the Committee

Under the plan, participants receive payout of 50% at threshold,
50% at target and 150% at maximum. Achievement percentages
between the threshold and target and between the target and
maximum levels will be interpolated based on actual results in
each category.

The executive officers annual cash and equity incentive
opportunities are expressed as a percentage of their base
salaries. The Chief Executive Officer will have a targeted annual
cash incentive opportunity equal to 50% of base salary at target,
and a targeted equity incentive opportunity equal to 383% of his
2017 base salary at target. The Chief Operating Officer will have
a targeted annual cash incentive opportunity equal to 40% of base
salary at target, and a targeted equity incentive opportunity
equal to 50% of his 2017 base salary at target. The Chief
Financial Officer will have a targeted annual cash incentive
opportunity equal to 40% of base salary at target, and a targeted
equity incentive opportunity equal to 70% of his 2017 base salary
at target.

The equity awards will further be divided in the following forms:
50% time-based restricted shares and 50% performance shares. The
grants of restricted shares will vest ratably over a five (5)
year period with 1/5th vesting on each anniversary date of the
grant date. At the time the performance shares are granted, the
performance shares will be calculated over a three (3) year
performance period (for example, 2018 through 2020 with respect
to the 2017 awards) based on the achievement of the following
long-term performance goals:

TSR position within the MSCI US REIT Index:
50% of the award is based upon total shareholder return (TSR)
percentile rank versus the MSCI US REIT index for the
three-year performance period
TSR position within the Company-defined Peer
Group:
50% of the award is based upon TSR percentile
rank versus a specified net lease peer group for the
three-year performance period

Following the three-year performance period, the performance
shares will be paid out 50% at threshold, 50% at target, and 150%
at maximum. Achievement percentages between the threshold and
target and between the target and maximum levels will be
interpolated based on actual results in each category. Vesting of
the performance shares following their issuance will occur
ratably over a three-year period.

The above summary of the Plan does not purport to be complete and
is qualified in its entirety by reference to the full text of the
Plan. The Company will file a copy of the Plan with the
Securities and Exchange Commission as an exhibit to the Companys
Annual Report on Form 10-K for the year ending December 31, 2016.


About AGREE REALTY CORPORATION (NYSE:ADC)

Agree Realty Corporation (Agree Realty) is an integrated real estate investment trust (REIT) primarily focused on the ownership, acquisition, development and management of retail properties. The Company operates through Agree Limited Partnership (the Operating Partnership), of which it is the sole general partner and in which Agree Realty holds an approximately 98.3% interest. The Company’s portfolio consists of over 280 properties located in over 40 states and totaling approximately 5.2 million square feet of gross leasable area. Its portfolio includes over 275 net lease properties and over three community shopping centers. The Company’s primary tenant is Walgreens Boot Alliance, Inc. (Walgreens), which operates a chain of drugstores in the United States. The Company’s business objective is to generate consistent shareholder returns by investing in and actively managing a diversified portfolio of retail properties net leased to industry tenants.

AGREE REALTY CORPORATION (NYSE:ADC) Recent Trading Information

AGREE REALTY CORPORATION (NYSE:ADC) closed its last trading session up +0.84 at 49.52 with 473,460 shares trading hands.

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