UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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): January 31, 2017
DDR Corp.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Ohio | | 1-11690 | | 34-1723097 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
| 3300 Enterprise Parkway, Beachwood, Ohio | | | | 44122 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (216)755-5500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On January 31, 2017, the Board of Directors (the “Board”) of DDR Corp. (the “Company”) increased the size of the Board to nine members and appointed Jane E. DeFlorio as a Director to fill the resulting vacancy. Ms. DeFlorio will serve for an initial term ending at the Company’s 2017 Annual Meeting of Shareholders.
As anon-employee director, Ms. DeFlorio will receive compensation in the same manner as the Company’s othernon-employee directors, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2016.
The Company will enter into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. DeFlorio. The Indemnification Agreement is in substantially the same form as the indemnification agreement for directors and officers that is filed as Exhibit 10.5 to the Company’s Quarterly Report on Form10-Q filed with the SEC on November 8, 2011.
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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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| DDR CORP. |
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| By: | | /s/ David E. Weiss |
| | David E. Weiss |
| | Executive Vice President, |
| | General Counsel and Secretary |
Date: January 31, 2017
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