Form 8-K - Current report

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

August 1, 2024 (July 31, 2024)

Date of Report (Date of earliest event reported)

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)

(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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

On July 31, 2024, the Board of Directors (the “Board”) of Regency Centers Corporation (the “Company”) voted to (1) increase the number of directors on the Company’s Board from eleven (11) to twelve (12), and (2) elect Gary E. Anderson to serve as a director of the Company. Mr. Anderson’s term will begin on August 1, 2024 and expire at the Company’s 2025 annual meeting of stockholders and until his successor, if any, has been identified. Mr. Anderson will initially serve on the Board’s Compensation and Investment committees. The Company has determined that Mr. Anderson is independent of the Company and its management within the meaning of the Nasdaq Stock Market listing standards.

Mr. Anderson will participate in the Company’s standard compensation program for non-employee directors, consisting of an annual cash retainer of $75,000, additional cash retainers for membership on the Committees on which he serves, and an annual common stock rights grant valued at $125,000 (based on the Company’s stock price at the date of grant), which vests on the first anniversary of the grant. Mr. Anderson’s compensation will be prorated to reflect his partial year of service from August 1, 2024 until the Company’s 2025 annual meeting of shareholders. A description of non-executive director compensation is set forth in the section entitled “Director Compensation” in the Company’s proxy statement filed March 20, 2024.

There is no arrangement or understanding pursuant to which Mr. Anderson was elected as a director of the Company, and there are no related party transactions involving Mr. Anderson that would require disclosure under Item 404(a) of Regulation S-K.

On July 31, 2024, the Company issued a press release, attached as Exhibit 99.1 to this Form 8-K, announcing the appointment of Mr. Anderson to the Company’s Board..


Item 9.01	Financial Statements and Exhibits

(d) Exhibits	The following exhibits are furnished herewith:


Exhibit 99.1	Press release issued by Regency Centers Corporation on July 31, 2024.

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents)

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

July 31, 2024	By:	/s/ Michael R. Herman
		Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary

Exhibit 99.1


	News Release
	For immediate release

	Christy McElroy
	904 598 7616
	ChristyMcElroy@regencycenters.com

	Eric Davidson
	904 598 7829
	EricDavidson@regencycenters.com

Regency Centers Announces Appointment of Gary E. Anderson to Board of Directors

July 31, 2024

JACKSONVILLE, Fla. (July 31, 2024 GLOBE NEWSWIRE) – Regency Centers Corporation (“Regency”) announced today that its Board of Directors (the “Board”) has appointed Gary E. Anderson as its newest member, effective as of August 1, 2024. Mr. Anderson recently retired from Prologis, Inc. (“Prologis”), a real estate investment trust that is a global leader in real estate logistics facility development and operation. With the addition of Mr. Anderson as an independent director, Regency will expand the size of its Board to twelve directors.

“Gary brings a wealth of knowledge, expertise and experience in the development, ownership and operation of commercial real estate and capital markets globally that will further strengthen and diversify the perspectives and collective wisdom of our Board. We’re excited to welcome him,” said Hap Stein, Executive Chairman of Regency’s Board.

Mr. Anderson served as Chief Operating Officer of Prologis from March 2019 to December 31, 2023 and retired from Prologis as a senior advisor to the company in June 2024. Prior to his role as Chief Operating Officer, Mr. Anderson was the Chief Executive Officer, Europe and Asia, from June 2011 until March 2019. Additionally, Mr. Anderson held various positions from August 1994 to June 2011, including head of the global fund business from March 2009 to June 2011 and President of European operations from November 2006 to March 2009. Mr. Anderson holds a Master of Business Administration in finance and real estate from the Anderson Graduate School of Management at the University of California at Los Angeles and a Bachelor of Arts in marketing from Washington State University.

About Regency Centers Corporation (Nasdaq: REG)

Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. 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.

Document and Entity Information	Jul. 31, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
Entity Registrant Name	REGENCY CENTERS CORPORATION
Entity Central Index Key	0000910606
Entity File Number	001-12298
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	59-3191743
Entity Address, Address Line One	One Independent Drive
Entity Address, Address Line Two	Suite 114
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	598-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	REG
Security Exchange Name	NASDAQ
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share [Member]
Document Information [Line Items]
Security 12b Title	6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	REGCP
Security Exchange Name	NASDAQ
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share [Member]
Document Information [Line Items]
Security 12b Title	5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	REGCO
Security Exchange Name	NASDAQ