AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
report (Date of earliest event reported): November 8,
name of registrant as specified in its charter)
other jurisdiction of incorporation)
Employer Identification No.)
of principal executive offices)
telephone number, including area code) (248) 737-4190
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
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
of Directors or Certain Officers; Election of Directors; Appointment
Officers; Compensatory Arrangements of Certain
November 8, 2010, Agree Realty Corporation (the “Company”) announced the
appointment of Alan D. Maximiuk, age 52, as Chief Financial
Officer. In addition, Mr. Maximiuk will also serve as
Maximiuk joined the Company in July 2010 as Vice President. Prior to
joining, he served for 18 years at Ramco-Gershenson Properties Trust, a publicly
traded real estate investment trust, and its predecessors from October 1991,
until May 2010, including as Vice President Financial Services since March
1999. Mr. Maximiuk holds a Bachelor of Business Administration degree
from Western Michigan University. He is a Certified Public
8, 2010, the Company, through its operating partnership, Agree Limited
Partnership, entered into a Letter Agreement of Employment with Mr. Maximiuk,
pursuant to which he served as Vice President of the Company. Mr.
Maximiuk’s initial annual base salary under the agreement is
$167,500. In addition, Mr. Maximiuk was entitled to an initial grant
of 2,500 shares of restricted stock. Mr. Maximiuk is eligible to
participate in benefits plans generally made available from time to time to
other executive officers of the Company. The agreement also provides
that Mr. Maximiuk will receive 7,000 shares of restricted stock at the end of
each year he is employed with the Company.
The employment relationship with
Mr. Maximiuk and the Company is on an at-will basis.
Mr. Maximiuk has replaced Kenneth R.
Howe who had served as the Company’s Chief Financial Officer and Secretary since
its initial public offering in April 1994 until his retirement from those
positions on November 8, 2010. Mr. Howe has agreed to perform future
financial consulting services to the Company. Such services will be
performed on a part-time basis as requested by the Company. Mr. Howe
will be paid $50.00 per hour for any services rendered.
Pursuant to a press release on November
8, 2010, the Company announced the appointment of Alan Maximiuk as Chief
Financial Officer and Secretary of the Company and the retirement of Mr. Kenneth
R. Howe as Chief Financial Officer and Secretary. A copy of the press release is
furnished as an exhibit to this report and is incorporated by reference
Statements and Exhibits.
10.1 Letter Agreement of Employment dated July 8, 2010, between Agree Limited
Partnership and Alan Maximiuk.
99.1 Press Release dated November 8, 2010
information contained in the press release attached as Exhibit 99.1 to this
report shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section. Furthermore, the information contained in the press release attached as
Exhibit 99.1 to this report shall not be deemed to be incorporated by reference
in the filings of the registrant under the Securities Act of 1933.
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
and Chief Operating Officer
Agreement of Employment dated July 8, 2010 between Agree Limited
and Alan Maximiuk.
Release dated November 8, 2010