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 7, 2025 (May 6, 2025)
Date of Report (Date of earliest event reported)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
| Florida (Regency Centers Corporation)<br><br>Delaware (Regency Centers, L. P.) | 001-12298 (Regency Centers Corporation)<br><br>0-24763 (Regency Centers, L.P.) | 59-3191743 (Regency Centers Corporation)<br><br>59-3429602 (Regency Centers, L.P.) |
|---|---|---|
| (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, $0.01 par value | REG | The Nasdaq Stock Market LLC |
| 6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | REGCP | The Nasdaq Stock Market LLC |
| 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | REGCO | The Nasdaq Stock Market LLC |
Regency Centers, L.P.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
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 7, 2025, 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 2025 annual meeting and each of the nominees was elected. Each of the nominees was elected to serve until the 2026 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. | 163,683,628 | 2,946,950 | 54,298 | 4,363,115 | ||||
| Gary E. Anderson | 166,452,834 | 175,321 | 56,721 | 4,363,115 | ||||
| Bryce Blair | 164,719,857 | 1,908,582 | 56,437 | 4,363,115 | ||||
| C. Ronald Blankenship | 161,859,261 | 4,768,297 | 57,318 | 4,363,115 | ||||
| Kristin A. Campbell | 162,071,951 | 4,552,639 | 60,286 | 4,363,115 | ||||
| Deidre J. Evens | 163,581,166 | 3,048,583 | 55,127 | 4,363,115 | ||||
| Thomas W. Furphy | 166,589,496 | 38,136 | 57,244 | 4,363,115 | ||||
| Karin M. Klein | 162,080,397 | 4,435,775 | 168,704 | 4,363,115 | ||||
| Peter D. Linneman | 164,867,606 | 1,760,518 | 56,752 | 4,363,115 | ||||
| Lisa Palmer | 166,263,534 | 356,508 | 64,834 | 4,363,115 | ||||
| James H. Simmons, III | 166,583,531 | 39,565 | 61,780 | 4,363,115 |
Proposal Two - Advisory Vote on Executive Compensation for Fiscal Year 2024: Results of the non-binding advisory vote of the shareholders on the executive compensation of the Company's named executive officers for fiscal year 2024 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 153,190,831 | 13,359,145 | 134,900 | 4,363,115 |
Proposal Three - 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, 2025, and also submitted such appointment for ratification by the shareholders at the annual meeting. The shareholders ratified the appointment of KPMG LLP, with the voting results as follows:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 159,333,140 | 11,681,076 | 33,775 | |||
| Item 8.01 | Other Events | ||||
| --- | --- |
Declaration of Dividend for Common Stock and Series A and Series B Preferred Stock
On May 6, 2025, the Board of the Company:
- Declared a dividend on the Company's common stock of $0.705 per share, payable on July 2, 2025 to shareholders of record as of June 11, 2025.
- Declared a dividend on the Company’s 6.250% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), which will be paid at a rate of $0.390625 per share on July 31, 2025. The dividend will be payable to holders of record of the Company’s Series A Preferred Stock as of the close of business on July 16, 2025; and
- Declared a dividend on the Company’s 5.875% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), which will be paid at a rate of $0.367200 per share on July 31, 2025. The dividend will be payable to holders of record of the Company’s Series B Preferred Stock as of the close of business on July 16, 2025.
| Item 9.01(d) | Financial Statements and Exhibits |
|---|---|
| Exhibit 99.1 | Press release issued by Regency Centers Corporation on May 7, 2025 |
| --- | --- |
| 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 7, 2025 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary | ||
| REGENCY CENTERS, L.P. | ||
| By: Regency Centers Corporation, its general partner | ||
| May 7, 2025 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary |
EX-99.1
Exhibit 99.1
| News Release |
|---|
| For immediate release |
| Kathryn McKie |
| 904 598 7348 |
| KathrynMcKie@regencycenters.com |
Regency Centers Declares Quarterly Dividends
JACKSONVILLE, Fla. (May 7, 2025) – Regency Centers Corporation (“Regency Centers”, “Regency” or the “Company”) (NASDAQ: REG) announced today that the Company’s Board of Directors (the “Board”) declared quarterly cash dividends on Regency’s common stock, Series A preferred stock, and Series B preferred stock.
- On May 6, 2025, the Board declared a quarterly cash dividend on the Company’s common stock of $0.705 per share. The dividend is payable on July 2, 2025, to shareholders of record as of June 11, 2025.
- On May 6, 2025, the Board declared a quarterly cash dividend on the Company’s Series A preferred stock of $0.390625 per share. The dividend is payable on July 31, 2025, to shareholders of record as of July 16, 2025.
- On May 6, 2025, the Board declared a quarterly cash dividend on the Company’s Series B preferred stock of $0.367200 per share. The dividend is payable on July 31, 2025, to shareholders of record as of July 16, 2025.
About Regency Centers Corporation (NASDAQ: REG)
Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com