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): December 24, 2021
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-36160 | 45-2433192 | ||||||||||||
| Delaware | 333-256637-01 | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 24, 2021, the Board of Directors (the “Board”) of Brixmor Property Group Inc. (the “Company”) appointed Sandra A. J. Lawrence to the Board. Ms. Lawrence most recently served as Executive Vice President and Chief Administrative Officer of The Children’s Mercy Hospital and Clinics (“CMH”) from 2016 until 2019 and as the Chief Financial Officer of CMH from 2005 until 2016. The Company expects that Ms. Lawrence will be appointed to serve on the Board’s Audit Committee.
Ms. Lawrence will receive compensation for Board service commensurate with the Company's other non-employee directors, including an annual cash retainer, an annual award of restricted stock and, if appointed to the Audit Committee, an Audit Committee annual cash retainer. The shares of restricted stock will vest on the first anniversary of the grant date.
In connection with Ms. Lawrence’s appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Ms. Lawrence similar to the indemnification agreements entered into with all other members of the Board. The Indemnification Agreement provides for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against Ms. Lawrence in connection with her status or service as a member of the Board and for the Company to advance her expenses incurred as a result of any proceeding for which she may be entitled to indemnification. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which was filed as Exhibit 10.19 to the Company’s Form S-11, filed with the Securities and Exchange Commission on August 23, 2013 (File No. 001-190002).
There are no arrangements or understandings between Ms. Lawrence and any person pursuant to which she was appointed as a director. There are no transactions in which Ms. Lawrence had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Ms. Lawrence is replacing Gabrielle Sulzberger, who resigned from the Board of Directors on December 24, 2021. Ms. Sulzberger’s resignation is not due to any disagreement with the Company.
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: December 27, 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 LLC, its sole member | |||||||
| By: | /s/ Steven F. Siegel | |||||||
| Name: | Steven F. Siegel | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||