8-K
REGENCY CENTERS CORP (REG)
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
May 4, 2023
(May 3, 2023)
Date of Report (Date of earliest event reported)
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
| 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
| 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:
| ☐ | 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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 3, 2023, Regency Centers Corporation (“the Company”) held an annual meeting of its shareholders to vote on the following proposals:
Proposal One - Election of Directors: The board of directors proposed eleven nominees to stand for election at the 2023 meeting and each of the nominees was elected at the meeting. Each of the nominees was elected to serve until the 2024 annual meeting or until their successors are duly elected and qualified. The voting results are as follows:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Martin E. Stein, Jr. | 152,983,491 | 3,131,814 | 33,938 | 3,510,376 | ||||
| Bryce Blair | 154,883,160 | 1,231,390 | 34,693 | 3,510,376 | ||||
| C. Ronald Blankenship | 148,788,632 | 7,325,138 | 35,473 | 3,510,376 | ||||
| Kristin A. Campbell | 155,771,478 | 343,123 | 34,642 | 3,510,376 | ||||
| Deirdre J. Evens | 153,520,735 | 2,594,029 | 34,479 | 3,510,376 | ||||
| Thomas W. Furphy | 155,379,966 | 733,720 | 35,557 | 3,510,376 | ||||
| Karin M. Klein | 154,277,372 | 1,837,167 | 34,704 | 3,510,376 | ||||
| Peter D. Linneman | 145,172,667 | 10,939,963 | 36,613 | 3,510,376 | ||||
| David P. O'Connor | 153,095,169 | 3,016,503 | 37,571 | 3,510,376 | ||||
| Lisa Palmer | 155,373,286 | 742,744 | 33,213 | 3,510,376 | ||||
| James H. Simmons, III | 155,738,641 | 375,747 | 34,855 | 3,510,376 |
Proposal Two - Advisory Vote on Frequency of Votes on Executive Compensation: Results of the non-binding advisory vote of the shareholders on the frequency of future shareholder votes on the Company’s executive compensation are listed below, the Company will conduct an advisory vote on executive compensation every year:
| One Year | Two Years | Three Years | Abstain | ||||
|---|---|---|---|---|---|---|---|
| 151,588,327 | 11,943 | 4,516,435 | 32,538 |
Proposal Three - Advisory Vote on Executive Compensation for Fiscal Year 2022: Results of the non-binding advisory vote of the shareholders on the executive compensation of the Company's named executive officers for fiscal year 2022 are listed below, the Company’s executive compensation for fiscal year 2022 has been approved:
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 148,003,364 | 8,083,641 | 62,238 | 3,510,376 |
Proposal Four - Ratification of Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm: The board of directors selected the accounting firm of KPMG LLP to serve as the independent registered public accounting firm for the Company for the current fiscal year ending December 31, 2023. The board of directors directed that the appointment of the independent public accounting firm be submitted for ratification by the shareholders at the annual meeting. The shareholders ratified the appointment of KPMG LLC, with the voting results as follows:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 152,999,974 | 6,618,314 | 41,331 | |||
| Item 9.01(d) | Financial Statements and Exhibits | ||||
| --- | --- | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) | ||||
| --- | --- |
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.
| REGENCY CENTERS CORPORATION | ||
|---|---|---|
| May 4, 2023 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary |