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): September 15, 2023 |
SITE Centers Corp.
(Exact name of Registrant as Specified in Its Charter)
Ohio | 1-11690 | 34-1723097 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
|
|
|
|
|
3300 Enterprise Parkway |
| |||
Beachwood, Ohio |
| 44122 | ||
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (216) 755-5500 |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
| Trading |
|
|
Common Shares, Par Value $0.10 Per Share |
| SITC |
| New York Stock Exchange |
Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value |
| SITC PRA |
| 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, SITE Centers Corp. (the “Company”) has been a party to an Amended and Restated Employment Agreement, dated as of February 17, 2021, with Conor M. Fennerty, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. In addition, the Company has been a party to an Employment Agreement, dated as of May 11, 2021, with John M. Cattonar, the Company’s Executive Vice President and Chief Investment Officer (both agreements, the “Current Agreements”). The term of the Current Agreement with Mr. Fennerty ends on February 29, 2024 and the term of the Current Agreement with Mr. Cattonar ends on May 11, 2024.
On September 15, 2023, the Company entered into a new Employment Agreement with each of Mr. Fennerty (the “2023 Fennerty Agreement”) and Mr. Cattonar (the “2023 Cattonar Agreement” and, together with the 2023 Fennerty Agreement, the “New Employment Agreements”). The New Employment Agreements, which are effective as of September 15, 2023 (the “Effective Date”) and have terms that extend until September 30, 2026, supersede and replace the Current Agreements.
The New Employment Agreements are substantially similar in design to the Current Agreements with Mr. Fennerty and Mr. Cattonar (the “Officers”), respectively, but make certain substantive modifications (in addition to making certain non-substantive, conforming and clarifying changes). The material terms of the New Employment Agreements are summarized below:
Base Salaries
Annual Incentive Compensation
Equity Awards
Other Benefits/Obligations
Non-Change in Control Severance Compensation
Severance Compensation Following a Change in Control
SIGNATURES
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.
|
|
| SITE Centers Corp. |
|
|
|
|
Date: | September 19, 2023 | By: | /s/ Aaron Kitlowski |
|
| Title: | Executive Vice President, |