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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 2, 2024 (May 1, 2024)

Date of Report (Date of earliest event reported)

 

REGENCY CENTERS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

img39175391_0.jpg 

 

 

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, $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

 

 

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 1, 2024, 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 2024 meeting and each of the nominees was elected at the meeting. Each of the nominees was elected to serve until the 2025 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.

 

 

166,855,586

 

 

 

2,717,077

 

 

 

40,456

 

 

 

4,801,228

 

Bryce Blair

 

 

167,948,155

 

 

 

1,630,634

 

 

 

34,330

 

 

 

4,801,228

 

C. Ronald Blankenship

 

 

164,504,040

 

 

 

5,075,051

 

 

 

34,028

 

 

 

4,801,228

 

Kristin A. Campbell

 

 

168,089,985

 

 

 

1,491,117

 

 

 

32,017

 

 

 

4,801,228

 

Deirdre J. Evens

 

 

167,343,968

 

 

 

2,237,666

 

 

 

31,485

 

 

 

4,801,228

 

Thomas W. Furphy

 

 

169,468,166

 

 

 

111,509

 

 

 

33,444

 

 

 

4,801,228

 

Karin M. Klein

 

 

167,732,969

 

 

 

1,848,321

 

 

 

31,829

 

 

 

4,801,228

 

Peter D. Linneman

 

 

166,029,195

 

 

 

3,549,843

 

 

 

34,081

 

 

 

4,801,228

 

David P. O'Connor

 

 

164,869,443

 

 

 

4,637,823

 

 

 

105,853

 

 

 

4,801,228

 

Lisa Palmer

 

 

169,024,227

 

 

 

556,726

 

 

 

32,166

 

 

 

4,801,228

 

James H. Simmons, III

 

 

168,229,303

 

 

 

1,349,475

 

 

 

34,341

 

 

 

4,801,228

 

Proposal Two - Advisory Vote on Executive Compensation for Fiscal Year 2023: Results of the non-binding advisory vote of the shareholders on the executive compensation of the Company's named executive officers for fiscal year 2023 are listed below, the Company’s executive compensation for fiscal year 2023 has been approved:

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

164,111,678

 

 

 

5,404,109

 

 

 

97,332

 

 

 

4,801,228

 

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 of the Company for the current fiscal year ending December 31, 2024. The board of directors also 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, with the voting results as follows:

For

 

 

Against

 

 

Abstain

 

 

162,820,336

 

 

 

11,548,445

 

 

 

45,566

 

 

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)

 

 

 

2

 

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 2, 2024

By:

 

/s/ Michael R. Herman

 

 

 

Michael R. Herman, Senior Vice President

General Counsel and Corporate Secretary

 

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