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
September 28, 2022 (September 26, 2022)
Date of Report (Date of earliest event reported)
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
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Florida | | 001-12298 | | 59-3191743 |
(State or other jurisdiction of incorporation) | | Commission File Number) | | (IRS Employer Identification No.) |
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
(904) 598-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $.01 par value | | REG | | The Nasdaq Stock Market LLC |
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:
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☐ | | 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) |
☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. |
On September 26, 2022, the Board of Directors (the "Board") of Regency Centers Corporation (the "Company") voted to (1) increase the number of directors on the Company's Board from 11 to 12, and (2) elect Kristin A. Campbell to serve as a director of the Company. Ms. Campbell's term will begin on January 15, 2023, and expire at the Company's 2023 annual meeting of stockholders. The Board will determine the Board committees on which Ms. Campbell will serve prior to commencement of her term. The Company has determined that Ms. Campbell is independent of the Company and its management within the meaning of the Nasdaq Stock Market listing standards.
Ms. Campbell will participate in the Company's standard compensation program for non-employee directors, consisting of an annual cash retainer of $75,000, additional cash retainers for membership on the Committees on which she serves, and annual common stock rights valued at $125,000 (based on the Company's stock price at the date of grant), which vests on the anniversary of the grant. Ms. Campbell's compensation will be prorated to reflect her partial year of service from January 15, 2023, until the Company's 2023 annual meeting of shareholders. A description of non-executive director compensation is set forth in the section entitled "Director Compensation" in the Company's proxy statement filed March 18, 2022.
There is no arrangement or understanding pursuant to which Ms. Campbell was elected as a director of the Company, and there are no related party transactions involving Ms. Campbell that would require disclosure under Item 404(a) of Regulation S-K.
On September 28, 2022, the Company issued a press release, attached as Exhibit 99.1 to this Form 8-K, announcing the appointment of Ms. Campbell to the Company's Board.
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Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits | |
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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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| REGENCY CENTERS CORPORATION |
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September 28, 2022 | By: | | /s/ Michael R. Herman |
| | | Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary |
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