SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 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) February 14, 2018
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 1-12298 | 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) | |||
Registrant’s telephone number including area code: (904)-598-7000
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)) |
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(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2018, Chaim Katzman notified the Board of Directors of Regency Centers Corporation (the “Company”) that he was resigning as a member of the Company’s Board of Directors effective immediately due to the time commitment associated with his new role as Chief Executive Officer of Gazit-Globe Ltd. as well as other existing directorships and the overboarding polices of the shareholder advisory services. Mr. Katzman’s resignation was not the result of any disagreement with the Company.
Item 8.01 Other Events
On February 14, 2018, Mr. Katzman also notified the Company that Gazit-Globe Ltd. and certain affiliates who are parties to the Governance Agreement with the Company dated November 14, 2016 have elected at this time to not exercise their right to designate another person to be appointed to the Company’s Board of Directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press Release issued February 14, 2018
Exhibit 99.2 Chaim Katzman’s resignation letter dated February 14, 2018
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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.
| REGENCY CENTERS CORPORATION (registrant) | ||||||||
| February 14, 2018 | By: | /s/ J. Christian Leavitt | ||||||
| J. Christian Leavitt, Senior Vice President Finance and Principal Accounting Officer | ||||||||
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Exhibit 99.1
|
NEWS RELEASE For immediate release
Laura Clark 904 598 7831 LauraClark@RegencyCenters.com |
Regency Centers Announces Resignation of Board Member Chaim Katzman
JACKSONVILLE, Fla. (February 14, 2018) – Regency Centers Corporation (NYSE: REG; “Regency” or the “Company”) announced today that Chaim Katzman (Vice Chairman) has tendered his resignation from the Board of Directors of Regency effective immediately due to the time commitment associated with his new role as Chief Executive Officer of Gazit-Globe Ltd. as well as other existing directorships and the overboarding polices of the shareholder advisory services.
Mr. Katzman’s resignation from the Board of Directors is not the result of any disagreement with the Company’s operations, policies or procedures. “Given the strength of the Company’s Board of Directors and management team, I feel confident stepping down at this time and leaving the Company in their capable hands,” stated Chaim Katzman.
“We are thankful for Chaim’s contributions to the Board and the Company during his tenure. His insights into retail real estate and sound judgement will be missed. We wish him continued success in all his future endeavors,” stated Martin E. “Hap” Stein, Jr., Chairman and Chief Executive Officer.
About Regency Centers Corporation
Regency Centers is the preeminent national owner, operator, and developer of shopping centers located in affluent and densely populated trade areas. 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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Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
Exhibit 99.2
Chaim Katzman
c/o Gazit-Globe Ltd.
Nissim Aloni 10,
Tel-Aviv, 62919, Israel
February 14, 2018
Hap Stein
Chairman and Chief Executive Officer
Regency Centers Corporation
One Independent Drive
Suite 114
Jacksonville, FL 32202
| Re: | Resignation from the Board of Directors |
Dear Hap:
I am writing to tender my resignation from the Board of Directors of Regency Centers Corporation (the “Company”) effective today.
As you are aware, I recently assumed the role of Chief Executive Officer of Gazit-Globe Ltd. (“Gazit”) and remain a director of Gazit and three other related public companies. In light of the commitment of time required by my new role as Chief Executive Officer of Gazit and my existing directorships and the “overboarding” policies of Institutional Shareholder Services, Glass Lewis & Co. and the Company for directors who are the chief executive officer of another public company, I believe it is appropriate to resign from the Company’s Board of Directors at this time. My decision to resign from the Company’s Board of Directors is not the result of any disagreement with the Company’s operations, policies or procedures. Given the strength of the Company’s Board of Directors and management team, I feel confident stepping down at this time and leaving the Company in their capable hands.
At this time Gazit will not be exercising its right under the governance agreement, by and among Company, Gazit and certain of Gazit’s affiliated entities to designate another person to be appointed to the Company’s Board of Directors.
I have appreciated the opportunity to serve on the Company’s board and wish you and the Company the best.
| Sincerely, |
| /s/ Chaim Katzman |
| Chaim Katzman |
| cc: | Barbara Johnston, General Counsel, Regency Centers Corporation |