Welcome to the Agree Realty 2025 Annual Meeting of Stockholders. At this time, all lines have been placed on mute to prevent any background noise. I would now like to turn the call to Rick Agree, Executive Chairman of Agree Realty Corporation. Please go ahead.
Thank you. The meeting will please come to order. Good morning, ladies and gentlemen. My name is Richard Agree, Executive Chairman of the Board of Directors of Agree Realty . I will act as Chairman of the Meeting, and Peter Coughenour, Chief Financial Officer and Secretary of the Meeting of the Company, will act as Secretary of the Meeting. Consistent with the past several years, our annual meeting is being conducted in a virtual-only format. We have designed our virtual format to enhance rather than constrain stockholder access, participation, and communication. During the live Q&A session, we will answer questions as they come in to the extent relevant to the business of the annual meeting and as time permits.
First, I would like to introduce the other members of our Board of Directors: Karen Deering, Mary Frankel, Ling Longhi, Mike Holman, Mike Judlow, Greg Limpko, Ambassador John Roccola Jr., Mary Rossi, and Joey Agree, President and CEO of Agree Realty. In addition, I would like to introduce our independent registered public accounting firm. I would like to welcome all of you and express my thanks to each of you for taking the time to attend our annual meeting. March 7, 2025, was the record date fixed for the determination of stockholders entitled to vote. As of the record date, there were 107,352,634 shares of common stock outstanding.
Mr. Chairman, I have in my possession an affidavit from Broadridge Financial Solutions, Inc, showing that on April 4, 2025, the proxy statement, the annual report to the company's stockholders, and the notice of internet availability of proxy materials, or the notice only, were mailed to the record holders of our common stock as of March 7, 2025.
The Secretary will file the original affidavit with the records of the company. Voting at the annual meeting will be done electronically through the Broadridge virtual meeting platform. The results of the voting will be reported before the meeting is adjourned. If you have mailed or otherwise delivered a proxy, your shares will be voted in the manner in which you have specified in your proxy. It will not be necessary for you to vote electronically. If there are any stockholders who wish to file proxies who have not already done so, they should do so at this time. If there are any stockholders who will be voting their shares in person and not by proxy, as they indicated at an earlier time, they should do so through the virtual meeting platform.
If there are any persons who are acting as proxies for stockholders who have not filed their proxies, they should file their proxies through the virtual meeting platform provided by Broadridge. Will the Secretary please report to the meeting the approximate number of shares which are either present or represented by proxy at this meeting?
Mr. Chairman, the stockholders entitled to cast more than a majority of the 107,352,634 votes which may be cast at this meeting are present either virtually or represented by proxy.
Since the quorum is present, we are now ready to proceed with transactions. This annual meeting has been called for the purposes set forth in the notice of annual meeting of stockholders and the proxy statement. The first order of business is the election of three directors to serve a term of three years, 2028, annual meeting of stockholders. Nominations are now in order. Each director will serve until his successor has been duly elected and qualified, or as otherwise provided in the bylaws of the company. May I have a motion?
In accordance with the recommendation of the Nominating and Governance Committee, the Board of Directors of the Company has nominated Mr. Joey Agree, Mr. Michael Judlow, and Mr. Greg Limpko to hold office for a term of three years until the 2028 annual meeting of stockholders, and until his successor has been duly elected and qualified, or as otherwise provided in the bylaws of the company.
Are there any questions with respect to the nominations for directors? The next order of business is the ratification of the appointment of Grant Thornton, LLP, as our independent registered public accounting firm for 2025. May I please have a motion?
In accordance with the vote of the Audit Committee, the Board recommends that the appointment of Grant Thornton, LLP, as our independent registered public accounting firm for 2025 be ratified.
Greg Ross of Grant Thornton is present at this meeting and is available to respond to appropriate questions from stockholders. Are there any questions for him with respect to such ratification? The next order of business is the approval, by non-binding vote, of the compensation of the company's named executive officers. This resolution provides that stockholders approve, on an advisory basis, the compensation of the company's named executive officers, as disclosed in the company's proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and the other related disclosure. May I have a motion?
The Board recommends that the stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the company's proxy statement.
Are there any questions on this proposal? The next order of business is the approval of the amendment to our Articles of Incorporation, our charter, to increase the number of authorized shares of our common stock. The amendment would increase the number of shares of common stock that the company is authorized to issue from 180 million shares of common stock to 360 million shares of common stock, representing an increase of 180 million shares of authorized common stock. May I please have a motion?
At the direction of the Board of Directors of the Company, I move that the stockholders approve the amendment to our charter to increase the number of authorized shares of our common stock.
Are there any questions on this proposal? I now declare the poll is open. For those stockholders attending the meeting virtually who wish to vote, you may vote by clicking on the voting prompts on your screen. Has everyone had the opportunity to vote for the proposals present? Since I received no negative response, I declare the poll is closed. We will now proceed with the results of voting on the proposals presented at the meeting. Will the Secretary please read the report of the results of the votes taken at the meeting?
Our tally of the votes cast at the meeting indicates the following results. With respect to the election of directors, the holders of approximately 93% of shares voted for each of the director nominees. With respect to the ratification of the appointment of Grant Thornton, LLP, approximately 99% of shares voted for the ratification of the appointment of Grant Thornton, LLP, for 2025. With respect to the approval by non-binding vote of executive compensation, approximately 94% of shares voted for the approval of executive compensation. With respect to the approval of the amendment to our charter to increase the number of authorized common shares of our common stock, approximately 98% of shares voted for the approval of the amendment. The final tally of the votes cast at today's meeting will be filed in a Form 8-K within four business days.
With respect to the election of directors, each of the three nominees is therefore re-elected as a director of the company. Each director shall serve until the end of his term and until his successor has been duly qualified and elected, or as otherwise provided by the bylaws of the company. Further, the appointment of Grant Thornton, LLP, as our independent registered public accounting firm for 2025 has been ratified. Further, the stockholders have approved, by non-binding vote, the executive compensation as disclosed in the company's proxy statement, pursuant to the disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and other related disclosure. Lastly, the stockholders have approved the amendment to our charter to increase the number of authorized shares of our common stock.
I hereby direct the Secretary's report of the voting results, which contains the information just announced in the meeting, to be filed with the minutes of this meeting. There being no further business to come before the meeting, a motion to adjourn is in order.
I move that the meeting be adjourned.
Those in favor signify by saying aye.
Aye.
Those opposed signify by saying no. The motion is carried and the meeting is adjourned. Thank you very much.
Ladies and gentlemen, this concludes today's meeting. We thank you for participating and ask that you please disconnect your lines.