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): July 18, 2024 |
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 | ||
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3300 Enterprise Parkway |
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Beachwood, Ohio |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (216) 755-5500 |
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(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:
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| Trading |
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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.
On July 18, 2024, SITE Centers Corp. (the “Company”) entered into a new Employment Agreement with David R. Lukes, the Company’s President and Chief Executive Officer (the “2024 Agreement”), effective as of that same date. The 2024 Agreement is designed to extend and ultimately replace the Employment Agreement, dated as of September 11, 2020, between the Company and Mr. Lukes (the “Current Agreement”) that was originally scheduled to expire on September 11, 2024.
In order to facilitate the Company’s completion of its previously-announced and proposed spin-off (the “Spin-Off,” and the date on which such Spin-Off is consummated, the “Spin-Off Date”) of Curbline Properties Corp. (“Curbline”), the 2024 Agreement extends the term of the Current Agreement until the earlier of (1) March 11, 2025 and (2) the Spin-Off Date. As a result, prior to the earlier of these two dates, the Current Agreement will remain in effect in accordance with its existing terms.
Contingent upon the occurrence of the Spin-Off prior to March 11, 2025, the 2024 Agreement also sets forth the terms and conditions of Mr. Lukes’ expected service to Curbline during the three-year period immediately following the Spin-Off Date, as further described below. If the Spin-Off occurs prior to March 11, 2025, the Company expects to revise and assign the 2024 Agreement to Curbline (or an appropriate subsidiary of Curbline) in connection with the Spin-Off, at which time Curbline (or such subsidiary) will replace the Company as the counterparty under the 2024 Agreement (and the Current Agreement will be superseded and replaced by the assigned 2024 Agreement).
In structure, the 2024 Agreement is substantially similar to that of the Current Agreement, but the 2024 Agreement makes certain substantive and non-substantive, conforming and clarifying changes. Among other changes, following the Spin-Off Date, the 2024 Agreement contemplates that Mr. Lukes will receive a substantial portion of his base salary under the 2024 Agreement in the form of an upfront, time-based equity award and that Mr. Lukes will receive an upfront performance-based equity award in lieu of annual performance-based equity awards.
In addition to the terms and conditions described above, the material terms of the 2024 Agreement are summarized below:
Base Salary
Annual Incentive Compensation
Equity or Equity-Based Awards
Other Benefits/Obligations
Accelerated Vesting of Equity Awards
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.
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| SITE Centers Corp. |
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Date: | July 22, 2024 | By: | /s/ Aaron M. Kitlowski |
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| Aaron M. Kitlowski, Executive Vice President, |