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
April 29, 2022
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 April 29, 2022, Regency Centers Corporation (“the Company”) held its annual meeting of its shareholders. At the annual meeting, shareholders voted on the following proposals:
Proposal One - Election of Directors: The board of directors nominated eleven nominees to stand for election at the 2022 meeting and each of the nominees were elected at the meeting. In accordance with the voting results below, the nominees were elected to serve until the 2023 annual meeting or until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Martin E. Stein, Jr. | 152,944,064 | 3,908,833 | 42,944 | 3,896,817 | ||||
| Bryce Blair | 153,957,522 | 2,894,930 | 43,389 | 3,896,817 | ||||
| C. Ronald Blankenship | 147,389,836 | 9,463,019 | 42,986 | 3,896,817 | ||||
| Deirdre J. Evens | 155,348,560 | 1,505,672 | 41,609 | 3,896,817 | ||||
| Thomas W. Furphy | 156,317,055 | 535,521 | 43,265 | 3,896,817 | ||||
| Karin M. Klein | 154,367,844 | 2,486,030 | 41,967 | 3,896,817 | ||||
| Peter D. Linneman | 152,109,171 | 4,743,331 | 43,339 | 3,896,817 | ||||
| David P. O'Connor | 150,258,746 | 6,594,209 | 42,886 | 3,896,817 | ||||
| Lisa Palmer | 156,086,203 | 763,135 | 46,503 | 3,896,817 | ||||
| James H. Simmons, III | 156,378,411 | 474,269 | 43,161 | 3,896,817 | ||||
| Thomas G. Wattles | 147,402,226 | 9,451,153 | 42,462 | 3,896,817 |
Proposal Two - Advisory Vote on Executive Compensation for Fiscal Year 2021: Results of a non-binding advisory vote of the shareholders on the executive compensation of the Company's named executive officers for fiscal year 2021 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 148,309,526 | 8,508,148 | 78,167 | 3,896,817 |
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, 2022. 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 as the Company's independent registered public accounting firm for the current fiscal year ending December 31, 2022, in accordance with the voting results below.
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 156,085,732 | 4,650,014 | 56,912 | |||
| 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 3, 2022 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary |