8-K

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): April 25, 2024

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Charter)

Maryland	001-36160	45-2433192
Delaware	333-256637-01	80-0831163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 Lexington Avenue

New York, New York 10017

(Address of Principal Executive Offices, and Zip Code)

(212) 869-3000

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).     

Brixmor Property Group Inc. Yes ☐ No ☑              Brixmor Operating Partnership LP Yes ☐ No ☑

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.     

Brixmor Property Group Inc. ☐                     Brixmor Operating Partnership LP ☐

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 30, 2024, Brixmor Property Group Inc. (the “Company”) and Steven T. Gallagher, who currently serves as the Company’s Senior Vice President, Chief Accounting Officer, and interim Chief Financial Officer and Treasurer, entered into a letter agreement that sets forth certain compensatory arrangements that would apply in the event Mr. Gallagher is terminated by the Company other than for Cause (as defined in the letter agreement) prior to October 31, 2025, including the payment of severance (upon his execution of the Company’s standard release and separation agreement) equal to (i) 1.5 times his then current base salary plus (ii) 1.5 times his then current annual bonus at target amount. The foregoing summary of the letter agreement is qualified in its entirety by the copy of the letter agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders

On April 25, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2024 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

Item 1 - Election of Directors

At the Annual Meeting, the Company’s stockholders elected the eight persons listed below as directors to serve until the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified:

	Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
James M. Taylor Jr.	275,007,102	280,298	125,471	4,903,331
Sheryl M. Crosland	273,313,889	1,970,527	128,453	4,903,333
Michael Berman	268,700,032	6,582,706	130,130	4,903,334
Julie Bowerman	274,537,032	747,969	127,867	4,903,334
Thomas W. Dickson	274,970,083	312,105	130,684	4,903,330
Daniel B. Hurwitz	274,974,876	307,340	130,654	4,903,332
Sandra A. J. Lawrence	271,995,980	3,289,552	127,338	4,903,332
William D. Rahm	271,242,573	4,039,807	130,488	4,903,334
John Peter Suarez	275,198,917	82,017	131,940	4,903,328

Item 2 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
278,684,114	1,506,524	125,564	0

Item 3 - Non-Binding Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, a resolution to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
265,815,844	9,398,010	199,015	4,903,333

Item 7.01    Regulation FD Disclosure

The Company’s Board of Directors declared a quarterly cash dividend of $0.2725 per common share (equivalent to $1.09 per annum) for the second quarter of 2024. The dividend is payable on July 15, 2024 to stockholders of record on July 2, 2024, representing an ex-dividend date of July 2, 2024.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01    Financial Statements and Exhibits

(d)     The following exhibits are attached to this Current Report on Form 8-K

10.1	Letter Agreement, dated April 30, 2024, by and between Brixmor Property Group Inc. and Steven T. Gallagher
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: April 30, 2024	BRIXMOR PROPERTY GROUP INC.
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President,
		General Counsel and Secretary
	BRIXMOR OPERATING PARTNERSHIP LP
	By:	Brixmor OP GP LLC, its general partner
	By:	BPG Subsidiary LLC, its sole member
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President,
		General Counsel and Secretary

EX-10.1

Exhibit 10.1

April 30, 2024

Mr. Steven Gallagher

c/o Brixmor Property Group Inc.

200 Ridge Pike

Suite 100

Conshohocken, PA 19428

Dear Steve:

This letter sets forth certain terms regarding your employment relationship with Brixmor Property Group Inc. (the “Company”). This letter is not a contract for employment for a definite term or for continued employment. Rather, your employment with the Company is “at will” and nothing contained in this letter shall be deemed to modify or alter the “at will” nature of your employment with the Company.

1.In the event that prior to October 31, 2025 your employment with the Company is terminated by the Company other than for Cause (as defined below), then the Company shall pay you a lump sum equal to (i) 1.5 times your then current annual base salary PLUS (ii) 1.5 times your annual bonus at target amount for 2024 or 2025, as applicable. Such payment shall be made within sixty (60) days following the date of termination. In addition, if you are and remain eligible for and timely elect continuation coverage under COBRA, the Company shall reimburse your COBRA premiums for one (1) year following the date of termination. Payment or reimbursement of any of the benefits under this Section 1 is contingent upon you executing, delivering to the Company, and not revoking a general release of claims in a form reasonably acceptable to the Company, and such release becoming irrevocable and effective following any period provided under applicable law.

2.Cause shall mean any of the following acts (i) your repeated and willful refusal to undertake good faith efforts to substantially perform your duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness or injury); (ii) your engagement in conduct that constitutes willful gross neglect or willful gross misconduct; (iii) your engagement in conduct that constitutes any willful act or omission which is injurious in a non-de minimus manner to the financial condition or business reputation of the Company and its subsidiaries (taken as a whole); (iv) your commission of an act or acts constituting (x) a felony under the laws of the United States or any state thereof, or (y) a misdemeanor involving moral turpitude; or (v) your willful breach of any applicable confidentiality or non-compete provisions applicable to you (including your disclosure of any of the terms or provisions of this letter or the existence thereof). Under no circumstances shall poor performance by you, in and of itself, be deemed to constitute “Cause.”

3.Nothing contained in this letter shall affect the rights and obligations of you or the Company under any separate equity award agreements and terms and provisions thereof shall continue to apply as stated therein, unaffected by the terms of this letter.

4.The obligations of the Company under this letter shall be binding upon any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise).

5.Any payments or benefits provided by the Company under this letter shall be subject to any required taxes and withholdings pursuant to any applicable law or regulation.

6.Notwithstanding the terms of this letter, your employment with the Company is “at will” and nothing contained in this letter shall be deemed to modify or alter the “at will” nature of your employment with the Company, subject however to the provisions of this letter. This letter is the entire agreement between you and the Company regarding your rights to severance, and supersedes all prior oral or written agreements regarding its subject matter.

7.This letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed this letter on

the date first above written.

BRIXMOR PROPERTY GROUP INC.

By: /s/ Steven Siegel

Name: Steven Siegel

Title: EVP and General Counsel

/s/ Steven Gallagher

Steven Gallagher

XML

Cover Page	Apr. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 25, 2024
Entity Registrant Name	Brixmor Property Group Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36160
Entity Tax Identification Number	45-2433192
Entity Address, Address Line One	450 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	869-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BRX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001581068
Amendment Flag	false
Brixmor Operating Partnership LP
Entity Information [Line Items]
Entity Registrant Name	Brixmor Operating Partnership LP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-256637-01
Entity Tax Identification Number	80-0831163
Entity Emerging Growth Company	false