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
Date of Report (Date of earliest event reported) April 27, 2017
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
| 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) | |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On April 27, 2017, 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 nominated eleven nominees to stand for election at the 2017 meeting and each of the nominees were elected at the meeting. In accordance with the voting results listed below, the nominees were elected to serve until the 2018 annual meeting and until their successors are elected and qualified.
| Nominee |
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Martin E. Stein, Jr. |
120,245,982 | 4,821,182 | 5,291,522 | 16,726,725 | ||||||||||||
| Joseph Azrack |
129,865,521 | 401,366 | 91,799 | 16,726,725 | ||||||||||||
| Raymond L. Bank |
126,592,782 | 3,674,310 | 91,594 | 16,726,725 | ||||||||||||
| Bryce Blair |
122,441,590 | 7,825,653 | 91,443 | 16,726,725 | ||||||||||||
| C. Ronald Blankenship |
126,751,568 | 3,515,441 | 91,677 | 16,726,725 | ||||||||||||
| Mary Lou Fiala |
126,622,098 | 3,645,941 | 90,647 | 16,726,725 | ||||||||||||
| Chaim Katzman |
107,772,150 | 22,495,363 | 91,173 | 16,726,725 | ||||||||||||
| Peter Linneman |
126,787,335 | 3,474,917 | 96,434 | 16,726,725 | ||||||||||||
| David P. O’Connor |
129,652,300 | 614,852 | 91,534 | 16,726,725 | ||||||||||||
| John C. Schweitzer |
126,097,392 | 4,169,412 | 91,882 | 16,726,725 | ||||||||||||
| Thomas G. Wattles |
126,188,973 | 4,077,867 | 91,846 | 16,726,725 | ||||||||||||
Proposal Two – Frequency of advisory vote on executive compensation: In accordance with the voting results listed below, the Company will conduct an advisory vote on executive compensation every year.
| 1 Year |
2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||
| 112,973,276 |
91,999 | 17,176,044 | 117,367 | 16,726,725 | ||||||||||||
Proposal Three – An Advisory Resolution on Executive Compensation for Fiscal Year 2016: In accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2016 has been approved.
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| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 128,582,344 |
1,608,160 | 168,182 | 16,726,725 | |||||||||
Proposal Four – Ratification of Independent Registered Public Accountant: The board of directors selected the accounting firm of KPMG LLP to serve as the independent registered public accountants for the Company for the current fiscal year ending December 31, 2017. The board of directors directed that the appointment of the independent accountants be submitted for ratification by the shareholders at the annual meeting. The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accountants for the current fiscal year ending December 31, 2017 in accordance with the voting results listed below.
| For |
Against | Abstain | ||||||
| 145,790,697 |
1,187,793 | 106,921 | ||||||
| Item 8.01 | Other Events |
On April 27, 2017, the board of directors adopted a resolution to reduce the number of board of director seats from twelve to eleven, effective as of April 27, 2017.
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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) | ||||||
| May 1, 2017 | By: | /s/ Barbara C. Johnston | ||||
| Barbara C. Johnston, Senior Vice President and General Counsel | ||||||
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