Exhibit 97
REGENCY CENTERS CORPORATION
Restatement Clawback Policy
Purpose
The Board of Directors (the “Board”) of Regency Centers Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes executive integrity and accountability and reinforces the Company’s compensation philosophies by aligning its financial performance with policies designed to deliver shareholder value. Accordingly, the Board adopted a clawback policy to provide for the recoupment of certain incentive compensation as a result of a restatement or misconduct. To align the Company’s policy with Nasdaq’s listing standards, which reflect the U.S. Securities and Exchange Commission’s (the “SEC”) rules implementing Section 954 of the Dodd-Frank Act, the Company amended its clawback policy to provide a separate clawback policy for misconduct and a separate clawback policy for a restatement. Both polices will be deemed effective as of the date Nasdaq listed companies are required to comply with listing standards for recoupment related to restatements (the “Effective Date”).
Definitions
For purposes of the Company’s Restatement Clawback Policy (the “Policy”), the following terms shall have the meanings set forth below:
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Administration
The Board shall have full authority to administer, amend or terminate this Policy. The Board shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Board shall be final, binding and conclusive. The Board may delegate any of its powers under this Policy to any committee of the Board or any subcommittee or delegate thereof.
Recoupment of Incentive – Based Compensation
If the Company is required to prepare a Restatement, the Board shall, unless the Board or a Board committee determines it to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. Subject to applicable law, the Board may seek to recoup Recoverable Compensation by requiring a Covered Person to repay such amount to the Company; by adding “holdback” or deferral policies to incentive compensation; by adding post-vesting “holding” or “no transfer” policies to equity awards; by set-off of a Covered Person’s other compensation; by reducing future compensation; or by such other means or combination of means as the Board, in its sole discretion, determines to be appropriate. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Board may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.
This policy is in addition to, and shall in no event limit, the Company’s ability to seek recovery pursuant to the terms of any other plan, policy, or agreement of the Company or its affiliates or of applicable law.
No Indemnification
In no event will the Company indemnify any Covered Person for any compensation that the Covered Person is required to reimburse or forfeit pursuant to this policy.
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Disclosures
The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any applicable exchange listing standard.
Amendment; Termination
This Policy may be amended or terminated at any time by the Board and shall be amended as and when necessary to reflect applicable changes in law and stock exchange listing standards.
Successors
This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
Effective Date
This Policy shall be effective as of November 15, 2023.
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