8-K
SITE Centers Corp. (SITC)
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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): May 8, 2024
SITE Centers Corp.
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 1-11690 | 34-1723097 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 3300 Enterprise Parkway,<br><br>Beachwood, Ohio | 44122 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (216)
755-5500
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, Par Value $0.10 Per Share | SITC | New York Stock Exchange |
| Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value | SITC PRA | New York Stock Exchange |
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 8, 2024, SITE Centers Corp. (the "Company") held its annual meeting of shareholders. The matters presented to shareholders for vote and the final voting results on such matters were as follows:
1. Eight directors, each to serve until the next annual meeting of shareholders and until a successor has been duly elected and qualified, were elected by the following vote:
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Linda B. Abraham | 191,229,980 | 807,098 | 111,570 | 5,912,162 |
| Terrance R. Ahern | 182,123,041 | 9,997,720 | 27,887 | 5,912,162 |
| Jane E. DeFlorio | 191,691,503 | 345,687 | 111,458 | 5,912,162 |
| David R. Lukes | 191,682,536 | 438,437 | 27,675 | 5,912,162 |
| Victor B. MacFarlane | 183,163,560 | 8,957,357 | 27,731 | 5,912,162 |
| Alexander Otto | 191,848,251 | 272,573 | 27,824 | 5,912,162 |
| Barry A. Sholem | 190,636,793 | 1,483,958 | 27,897 | 5,912,162 |
| Dawn M. Sweeney | 191,827,711 | 209,072 | 111,865 | 5,912,162 |
2. The authorization of the Company's Board of Director's to effect, in its discretion, a reverse stock split of the Company's common shares and the adoption of a corresponding amendment to the Company's Fourth Amended and Restated Articles of Incorporation was approved by the following vote:
| For | Against | Abstain |
|---|---|---|
| 197,604,741 | 392,955 | 63,114 |
3. The shareholder advisory vote regarding the compensation of the Company’s named executive officers was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 183,157,992 | 8,889,890 | 100,766 | 5,912,162 |
4. The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 was approved by the following vote:
| For | Against | Abstain |
|---|---|---|
| 194,271,870 | 3,750,684 | 38,256 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
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 registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SITE Centers Corp. | ||
|---|---|---|
| By: | /s/ Aaron M. Kitlowski | |
| Name: Aaron M. Kitlowski | ||
| Date: May 9, 2024 | Title: Executive Vice President,<br><br>General Counsel and Secretary |