| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 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): August 3, 2015 |
| CEDAR REALTY TRUST, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Maryland |
| (State or Other Jurisdiction of Incorporation) |
001-31817 (Commission File Number) | 42-1241468 (IRS Employer Identification No.) |
| 44 South Bayles Avenue |
| Port Washington, New York 11050 |
| (Address of Principal Executive Offices) (Zip Code) |
| (516) 767-6492 |
| (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: |
| o | Written communications 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) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2015, Cedar Realty Trust, Inc. (the “Company”) entered into an employment agreement effective June 6, 2015, with Nancy Mozzachio, Chief Operating Officer of the Company. The term of the agreement is three years from the effective date. The agreement provides for an annual base salary of $367,000, subject to annual discretionary increases. Ms. Mozzachio will also continue to participate in the Company’s annual bonus plan for senior executive officers and will continue to be entitled to participate in the Company’s long-term incentive compensation plan, subject to the discretion of, and the requirements established by, the Board of Directors of the Company, based on recommendations of the Compensation Committee. If Ms. Mozzachio’s employment shall be terminated by the Company without cause or by Ms. Mozzachio for good reason, which shall include following a change in control of the Company, she will be entitled to receive a lump sum cash payment equal to two and one-half times her annual base salary and highest annual bonus for the preceding two years, her health insurance will be continued for 12 months and the vesting of all restricted stock will be accelerated. The foregoing summary is qualified in its entirety by reference to the employment agreement, a copy of which will be filed by the Company as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
SIGNATURE
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 authorized.
Dated: August 5, 2015
| CEDAR REALTY TRUST, INC. | |
| By: | /s/ Bruce J. Schanzer |
| Bruce J. Schanzer | |
| President and CEO | |