UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 28, 2022 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(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 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. |
On September 26, 2022, the Board of Directors (the "Board") of Regency Centers Corporation (the "Company") voted to (1) increase the number of directors on the Company's Board from 11 to 12, and (2) elect Kristin A. Campbell to serve as a director of the Company. Ms. Campbell's term will begin on January 15, 2023, and expire at the Company's 2023 annual meeting of stockholders. The Board will determine the Board committees on which Ms. Campbell will serve prior to commencement of her term. The Company has determined that Ms. Campbell is independent of the Company and its management within the meaning of the Nasdaq Stock Market listing standards.
Ms. Campbell will participate in the Company's standard compensation program for non-employee directors, consisting of an annual cash retainer of $75,000, additional cash retainers for membership on the Committees on which she serves, and annual common stock rights valued at $125,000 (based on the Company's stock price at the date of grant), which vests on the anniversary of the grant. Ms. Campbell's compensation will be prorated to reflect her partial year of service from January 15, 2023, until the Company's 2023 annual meeting of shareholders. A description of non-executive director compensation is set forth in the section entitled "Director Compensation" in the Company's proxy statement filed March 18, 2022.
There is no arrangement or understanding pursuant to which Ms. Campbell was elected as a director of the Company, and there are no related party transactions involving Ms. Campbell that would require disclosure under Item 404(a) of Regulation S-K.
On September 28, 2022, the Company issued a press release, attached as Exhibit 99.1 to this Form 8-K, announcing the appointment of Ms. Campbell to the Company's Board.
Item 9.01 |
Financial Statements and Exhibits |
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(d) Exhibits |
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Exhibit 99.1 |
Press release issued by Regency Centers Corporation on September 28, 2022. |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
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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.
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REGENCY CENTERS CORPORATION |
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September 28, 2022 |
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/s/ Michael R. Herman |
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Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary |
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Exhibit 99.1
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News Release |
For immediate release |
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Christy McElroy |
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904 598 7616 |
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ChristyMcElroy@regencycenters.com |
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Eric Davidson |
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904 598 7829 |
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EricDavidson@regencycenters.com |
Regency Centers Announces Appointment of Kristin Campbell to Board of Directors
JACKSONVILLE, Fla. (September 28, 2022) – Regency Centers Corporation (“Regency” or the “Company”) announced today that its Board of Directors (the “Board”) has appointed Kristin A. Campbell as its newest member, effective as of January 15, 2023. Ms. Campbell is currently the Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc., a global hospitality company (“Hilton”), a position from which she has announced her retirement effective December 31, 2022. With the addition of Ms. Campbell as an independent director, Regency will expand the size of the Board to twelve directors.
“Kristin brings a wealth of knowledge and experience, especially in the areas of consumer-driven businesses, ESG strategy and public company governance, that will further strengthen and diversify the perspectives and expertise of our Board, and I’m excited to welcome her,” said Hap Stein, Executive Chairman of the Board. “Her appointment also aligns with our commitment to ongoing Board refreshment.”
Ms. Campbell joined Hilton in June 2011. In her role, she leads Hilton’s global legal, compliance, government affairs and ESG functions. Prior to Hilton, Ms. Campbell was Senior Vice President, General Counsel and Corporate Secretary for Staples, Inc. from 2007 to 2011, with a tenure of 18 years at the company. Prior to Staples, she worked at several law firms, including Goodwin Proctor and Rackemann, Sawyer & Brewster. Ms. Campbell has served as a director of The ODP Corporation (NASDAQ:ODP) since 2016, and is chair of its Nominating and Governance Committee and a member of its Compensation Committee. She is also a member of the Advisory Board of New Perimeter, a nonprofit organization that provides pro bono legal assistance in under-served regions around the world.
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.
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