UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2021
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-36160 | 45-2433192 | ||||||||||||
| Delaware | 333-201464-01 | 80-0831163 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
450 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices, and Zip Code)
(212) 869-3000
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instructions A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | BRX | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 27, 2021, Brixmor Property Group Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2021 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Item 1 - Election of Directors
At the annual meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring in 2022 or until their respective successors are duly elected and qualified:
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| James M. Taylor Jr. | 267,342,336 | 656,739 | 137,781 | 7,035,314 | ||||||||||
| John G. Schreiber | 266,287,743 | 1,710,964 | 138,147 | 7,035,316 | ||||||||||
| Michael Berman | 266,834,102 | 1,165,121 | 137,631 | 7,035,316 | ||||||||||
| Julie Bowerman | 266,843,829 | 1,156,470 | 136,558 | 7,035,313 | ||||||||||
| Sheryl M. Crosland | 267,023,463 | 976,836 | 136,558 | 7,035,313 | ||||||||||
| Thomas W. Dickson | 266,791,016 | 1,208,182 | 137,656 | 7,035,313 | ||||||||||
| Daniel B. Hurwitz | 266,789,869 | 1,208,854 | 138,131 | 7,035,316 | ||||||||||
| William D. Rahm | 265,543,365 | 2,455,553 | 137,936 | 7,035,316 | ||||||||||
| Gabrielle Sulzberger | 260,529,281 | 7,470,768 | 136,807 | 7,035,314 | ||||||||||
Item 2 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 274,938,298 | 95,433 | 138,439 | 0 | ||||||||
Item 3 - Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 261,532,207 | 6,376,783 | 227,866 | 7,035,314 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2021 | BRIXMOR PROPERTY GROUP INC. | |||||||
| By: | /s/ Steven F. Siegel | |||||||
| Name: | Steven F. Siegel | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||
| BRIXMOR OPERATING PARTNERSHIP LP | ||||||||
| By: | Brixmor OP GP LLC, its general partner | |||||||
| By: | BPG Subsidiary Inc., its sole member | |||||||
| By: | /s/ Steven F. Siegel | |||||||
| Name: | Steven F. Siegel | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||