BRX 8-K
Brixmor Property Group Inc. (BRX)
8-K
2024-04-30
For: 2024-04-25
View Original
Added on
April 11, 2026
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): April 25, 2024
(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 Certain Officers; Compensatory Arrangements of Certain Officers
On April 30, 2024, Brixmor Property Group Inc. (the “Company”) and Steven T. Gallagher, who currently serves as the Company’s Senior Vice President, Chief Accounting Officer, and interim Chief Financial Officer and Treasurer, entered into a letter agreement that sets forth certain compensatory arrangements that would apply in the event Mr. Gallagher is terminated by the Company other than for Cause (as defined in the letter agreement) prior to October 31, 2025, including the payment of severance (upon his execution of the Company’s standard release and separation agreement) equal to (i) 1.5 times his then current base salary plus (ii) 1.5 times his then current annual bonus at target amount. The foregoing summary of the letter agreement is qualified in its entirety by the copy of the letter agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 25, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2024 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Item 1 - Election of Directors
At the Annual Meeting, the Company’s stockholders elected the eight persons listed below as directors to serve until the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified:
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| James M. Taylor Jr. | 275,007,102 | 280,298 | 125,471 | 4,903,331 | ||||||||||
| Sheryl M. Crosland | 273,313,889 | 1,970,527 | 128,453 | 4,903,333 | ||||||||||
| Michael Berman | 268,700,032 | 6,582,706 | 130,130 | 4,903,334 | ||||||||||
| Julie Bowerman | 274,537,032 | 747,969 | 127,867 | 4,903,334 | ||||||||||
| Thomas W. Dickson | 274,970,083 | 312,105 | 130,684 | 4,903,330 | ||||||||||
| Daniel B. Hurwitz | 274,974,876 | 307,340 | 130,654 | 4,903,332 | ||||||||||
| Sandra A. J. Lawrence | 271,995,980 | 3,289,552 | 127,338 | 4,903,332 | ||||||||||
| William D. Rahm | 271,242,573 | 4,039,807 | 130,488 | 4,903,334 | ||||||||||
| John Peter Suarez | 275,198,917 | 82,017 | 131,940 | 4,903,328 | ||||||||||
Item 2 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 278,684,114 | 1,506,524 | 125,564 | 0 | ||||||||
Item 3 - Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, a resolution to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 265,815,844 | 9,398,010 | 199,015 | 4,903,333 | ||||||||
Item 7.01 Regulation FD Disclosure
The Company’s Board of Directors declared a quarterly cash dividend of $0.2725 per common share (equivalent to $1.09 per annum) for the second quarter of 2024. The dividend is payable on July 15, 2024 to stockholders of record on July 2, 2024, representing an ex-dividend date of July 2, 2024.
The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are attached to this Current Report on Form 8-K
| Letter Agreement, dated April 30, 2024, by and between Brixmor Property Group Inc. and Steven T. Gallagher | ||||||||
| 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: April 30, 2024 | 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
April 30, 2024
Mr. Steven Gallagher
c/o Brixmor Property Group Inc.
200 Ridge Pike
Suite 100
Conshohocken, PA 19428
Dear Steve:
This letter sets forth certain terms regarding your employment relationship with Brixmor Property Group Inc. (the “Company”). This letter is not a contract for employment for a definite term or for continued employment. Rather, your employment with the Company is “at will” and nothing contained in this letter shall be deemed to modify or alter the “at will” nature of your employment with the Company.
1.In the event that prior to October 31, 2025 your employment with the Company is terminated by the Company other than for Cause (as defined below), then the Company shall pay you a lump sum equal to (i) 1.5 times your then current annual base salary PLUS (ii) 1.5 times your annual bonus at target amount for 2024 or 2025, as applicable. Such payment shall be made within sixty (60) days following the date of termination. In addition, if you are and remain eligible for and timely elect continuation coverage under COBRA, the Company shall reimburse your COBRA premiums for one (1) year following the date of termination. Payment or reimbursement of any of the benefits under this Section 1 is contingent upon you executing, delivering to the Company, and not revoking a general release of claims in a form reasonably acceptable to the Company, and such release becoming irrevocable and effective following any period provided under applicable law.
2.Cause shall mean any of the following acts (i) your repeated and willful refusal to undertake good faith efforts to substantially perform your duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness or injury); (ii) your engagement in conduct that constitutes willful gross neglect or willful gross misconduct; (iii) your engagement in conduct that constitutes any willful act or omission which is injurious in a non-de minimus manner to the financial condition or business reputation of the Company and its subsidiaries (taken as a whole); (iv) your commission of an act or acts constituting (x) a felony under the laws of the United States or any state thereof, or (y) a misdemeanor involving moral turpitude; or (v) your willful breach of any applicable confidentiality or non-compete provisions applicable to you (including your disclosure of any of the terms or provisions of this letter or the existence thereof). Under no circumstances shall poor performance by you, in and of itself, be deemed to constitute “Cause.”
3.Nothing contained in this letter shall affect the rights and obligations of you or the Company under any separate equity award agreements and terms and provisions thereof shall continue to apply as stated therein, unaffected by the terms of this letter.
4.The obligations of the Company under this letter shall be binding upon any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise).
5.Any payments or benefits provided by the Company under this letter shall be subject to any required taxes and withholdings pursuant to any applicable law or regulation.
6.Notwithstanding the terms of this letter, your employment with the Company is “at will” and nothing contained in this letter shall be deemed to modify or alter the “at will” nature of your employment with the Company, subject however to the provisions of this letter. This letter is the entire agreement between you and the Company regarding your rights to severance, and supersedes all prior oral or written agreements regarding its subject matter.
7.This letter 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.
IN WITNESS WHEREOF, the parties hereto have executed this letter on
the date first above written.
BRIXMOR PROPERTY GROUP INC.
By: /s/ Steven Siegel
Name: Steven Siegel
Title: EVP and General Counsel
/s/ Steven Gallagher
Steven Gallagher