8-K
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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

January 4, 2024 (January 1, 2024)

Date of Report (Date of earliest event reported)

 

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

https://cdn.kscope.io/e71be23c440c6a00e7af32e28c12d690-img39171547_0.jpg 

 

 

Florida (Regency Centers Corporation)

Delaware (Regency Centers, L. P.)

 

001-12298 (Regency Centers Corporation)

0-24763 (Regency Centers, L.P.)

 

59-3191743 (Regency Centers Corporation)

59-3429602 (Regency Centers, L.P.)

(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, $.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

 

Regency Centers, L.P.

 

Title of each class

Trading Symbol

Name of each exchange on which registered

None

N/A

N/A

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Officers

Effective January 1, 2024, Alan T. Roth, the Company’s Executive Vice President, National Operations and East Region President, became its East Region President and Chief Operating Officer. Mr. Roth will continue to be responsible for operations strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in the Company’s Northeast and Southeast regions.

Effective January 1, 2024, Nicholas A. Wibbenmeyer, the Company’s Executive Vice President, West Region President, became its West Region President and Chief Investment Officer. Mr. Wibbenmeyer will continue to be responsible for investment and development strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in the Company’s West and Central regions.

Mr. Roth, age 48, has been the Company’s Executive Vice President, National Operations and East Region President since January of 2023. Prior to this role, he served as Senior Managing Director, East Region, and Managing Director of the Northeast, Mid-Atlantic and Southeast Regions, respectively. Mr. Roth has also held various other leadership positions at the Company, including Senior Vice President and Senior Market Officer for the Mid-Atlantic and Northeast portfolio, and Vice President and Regional Officer. Mr. Roth joined the Company as a Leasing Agent in 1997 through the Company’s acquisition of Midland Development Group, and is a graduate of the Kelley School of Business at Indiana University.

Mr. Wibbenmeyer, age 43, has been the Company’s Executive Vice President, West Region President since January of 2023. Prior to this role, he served as Senior Managing Director, West Region, and Managing Director of Florida and the Midwest Region, respectively. Mr. Wibbenmeyer has held various other leadership positions at the Company, including Senior Vice President and Senior Market Officer, Vice President and Market Officer, and Vice President of Investments. Mr. Wibbenmeyer joined the Company in 2005 as Manager of Investments for the Company’s Upper Midwest portfolio, and is a graduate of the University of Notre Dame.

Neither Messrs. Roth nor Wibbenmeyer is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and neither has any family relationship with any other executive officer or board member required to be disclosed pursuant to Item 404(d) of Regulation S-K.

In connection with Mr. Roth’s new position, he will earn an annual base salary and will be eligible to earn an annual cash incentive with a target value based on a percentage of his annual base salary. In addition, he will be awarded a long-term equity incentive with a target value based on a percentage of his annual base salary. The long-term equity incentive, which shall be awarded pursuant to the Company’s Omnibus Incentive Plan (the “Plan”), will be comprised of (1) performance shares and (2) time-vested restricted stock that vests ratably over a period of years. The Compensation Committee of the Company’s Board of Directors will determine Mr. Roth’s 2024 base compensation and incentive awards in the ordinary course of its responsibilities as it also considers the compensation of other senior officers of the Company. Mr. Roth will also continue to participate in the Company’s retirement and deferred compensation plans, severance and other benefit plans and programs of the Company.

In connection with Mr. Wibbenmeyer’s new position, he will earn an annual base salary, and will be eligible to earn an annual cash incentive with a target value based on a percentage of his annual base salary. In addition, he will be awarded a long-term equity incentive with a target value based on a percentage of his annual base salary. The long-term equity incentive, which shall be awarded pursuant to the Plan, will be comprised of (1) performance shares and (2) time-vested restricted stock that vests ratably over a period of years. The Compensation Committee of the Company’s Board of Directors will determine Mr. Wibbenmeyer’s 2024 base compensation and incentive awards in the ordinary course of its responsibilities as it also considers the compensation of other senior officers of the Company. Mr. Wibbenmeyer will also continue to participate in the Company’s’ retirement and deferred compensation plans, severance and other benefit plans and programs of the Company.

 

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)

 

 

 

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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

 

 

 

 

January 4, 2024

By:

 

/s/ Michael R. Herman

 

 

 

Michael R. Herman, Senior Vice President

General Counsel and Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

REGENCY CENTERS, L.P.

 

 

 

 

 

By: Regency Centers Corporation, its general partner

 

 

 

 

January 4, 2024

By:

 

/s/ Michael R. Herman

 

 

 

Michael R. Herman, Senior Vice President

General Counsel and Corporate Secretary

 

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