Brixmor Property Group Inc 8-K, filed Feb 7, 2025
Brixmor Property Group Inc. (BRX)
8-K
2025-02-07
For: 2025-02-05
View Original
Added on
April 11, 2026
About this 8-K
Brixmor Property Group Inc filed this 8-K on February 7, 2025, reporting on events of February 5, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): February 5, 2025
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(212 ) 869-3000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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 (see General Instructions A.2. below):
| Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑
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.
Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 5, 2025, Brixmor Property Group Inc. (the “Company”) entered into an amendment to the employment agreement of Mark T. Horgan, as amended from time to time, the Company’s Executive Vice President and Chief Investment Officer (the “Amendment”). The Amendment extends the term of Mr. Horgan’s employment from May 20, 2025 to May 19, 2028. The Amendment also increases the minimum amount for Mr. Horgan’s base salary and annual equity compensation level.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are attached to this Current Report on Form 8-K
| Third Amendment to Employment Agreement, dated February 5, 2025, by and between Brixmor Property Group Inc. and Mark T. Horgan | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: February 7, 2025 | BRIXMOR PROPERTY GROUP INC. | |||||||
| By: | /s/ Steven F. Siegel | |||||||
| Name: | Steven F. Siegel | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||
| BRIXMOR OPERATING PARTNERSHIP LP | ||||||||
| By: | Brixmor OP GP LLC, its general partner | |||||||
| By: | BPG Subsidiary LLC, its sole member | |||||||
| By: | /s/ Steven F. Siegel | |||||||
| Name: | Steven F. Siegel | |||||||
| Title: | Executive Vice President, | |||||||
| General Counsel and Secretary | ||||||||
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is effective this 5th day of February 2025 by and between Brixmor Property Group, Inc. (the “Company”) and Mark Horgan (“Executive”).
WHEREAS, Executive and the Company entered into an Employment Agreement dated May 11, 2016, which was subsequently amended on March 7, 2019 and February 1, 2022 (as amended, the “Employment Agreement”);
WHEREAS, Executive and the Company desire Executive’s continued employment with the Company under certain amended terms and conditions as set forth herein; and
WHEREAS, the parties now desire to further amend the Employment Agreement accordingly.
NOW, THEREFORE, in consideration of the premises above, the parties hereto agree as follows:
1.Section 1 of the Employment Agreement is hereby amended such that the Employment Term (as defined in the Employment Agreement) shall end on May 19, 2028, subject to the provisions of Section 5 of the Employment Agreement.
2.Section 3(a) of the Employment Agreement is hereby amended by replacing the figure $575,000 with the figure $625,000 in both places where such figure appears in Section 3(a).
3.The last sentence of Section 3(d) of the Employment Agreement is hereby amended by replacing “2022” with “2025” and the figure “$1,300,000” with “$1,500,000”.
4.Except as otherwise provided herein, all other provisions of the Employment Agreement shall remain in effect without modification thereto.
5.This Third Amendment and the Employment Agreement (other than as amended above) constitute the entire agreement between the parties on the subject of Executive’s employment with the Company.
6.This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
7.This Third Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment.
Brixmor Property Group, Inc.
/s/ Steven F. Siegel
By: Steven F. Siegel
Title: Executive Vice President, General Counsel and Secretary
EXECUTIVE
/s/ Mark T. Horgan
Mark T. Horgan
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