- Current report filing (8-K)
July 01 2009 - 1:01PM
Edgar (US Regulatory)
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):
June 25, 2009
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Ohio
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1-11690
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34-1723097
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3300 Enterprise Parkway, Beachwood, Ohio
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44122
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(216) 755-5500
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 (
see
General Instruction
A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2009, at the annual meeting of shareholders of Developers Diversified Realty
Corporation, an Ohio corporation (the
Company
), the shareholders of the Company, upon the
recommendation of the Companys Board of Directors (the
Board
), approved an amendment and
restatement of the 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (the
2008 Plan
) in the form of the Amended and Restated 2008 Developers Diversified Realty Corporation
Equity-Based Award Plan (the
Amended and Restated 2008 Plan
). The Board adopted the Amended and
Restated 2008 Plan, subject to shareholder approval, on April 28, 2009.
The Amended and Restated 2008 Plan provides an opportunity for the Companys employees and
directors to receive equity or equity-based awards that increase their proprietary interest in the
Companys business and enhance their personal interest in the Companys success. In general, the
Amended and Restated 2008 Plan amends the 2008 Plan as follows:
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Increases the total aggregate number of common shares reserved and available for
awards by 4,500,000 common shares to 7,400,000 common shares, subject to adjustment in
certain circumstances;
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Provides that the following common shares will not be added back to the common shares reserved and available for awards: (1) common shares tendered or withheld in
payment of a stock options exercise price or in satisfaction of tax withholding
obligations; (2) common shares subject to a share appreciation right (
SAR
) that are
not actually issued when the SAR is settled in stock; or (3) common shares repurchased
in the open market or otherwise with the cash received from a stock option holder in
payment of the stock options exercise price;
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Clarifies that incentive stock options may only be granted to employees that meet
the requirements for such awards under the Internal Revenue Code and that, subject to
adjustment in certain circumstances, the Company will not issue more than an aggregate
of 7,400,000 common shares upon the exercise of incentive stock options;
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Increases the annual aggregate individual award limit by 500,000 common shares to
1,000,000 common shares per calendar year, subject to adjustment in certain
circumstances;
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Provides that in no event will any award granted under the Amended and Restated 2008
Plan be transferred for value;
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Clarifies that, without shareholder approval, the Company will not engage in the
following repricing activities with respect to stock options or SARs: (1) amend the
terms of outstanding stock options or SARs to reduce the applicable option price; and
(2) except in connection with certain corporate transactions or events described in the
Amended and Restated 2008 Plan, cancel any outstanding stock options or SARs in
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exchange for other awards granted under the Amended and Restated 2008 Plan, stock
options or SARs with an applicable option price that is less than the original option
price, or cash. This prohibition is not intended to prohibit certain adjustments or
payments provided for under the Amended and Restated 2008 Plan, but the prohibition may
not be amended without approval by the shareholders;
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Provides that: (1) dividend equivalent rights, dividends, dividend equivalents and
other distributions will not be granted with respect to or paid on stock options or
SARs; and (2) to the extent that performance-based restricted shares, deferred shares,
other share-based awards and dividend equivalent rights have not been earned, dividends
or other distributions on such unearned performance-based restricted shares, deferred shares, other share-based awards and dividend equivalent rights must be deferred and
deemed reinvested in additional performance-based awards until the underlying
performance-based awards have either been earned or forfeited; and
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Eliminates the concept and definition of a Potential Change in Control and revises
the definition of Change in Control to:
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provide that a change in control occurs upon, among other things, the
consummation of a consolidation or merger in which the Company does not survive,
the sale of substantially all of the Companys assets, or the Companys liquidation
or dissolution (rather than Board or shareholder approval of a consolidation,
merger, sale of assets or liquidation or dissolution); and
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clarify the circumstances under which a change in control would be
triggered by a turn-over of the majority of the Companys Board within any two-year
period.
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In
June 2009, the Board also approved amendments to the Amended and Restated 2008 Plan that
will:
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With respect to future grants under the Amended and Restated 2008 Plan, revise the
definition of the term Change in Control in the Amended and Restated 2008 Plan to
provide that a Change in Control shall occur upon the acquisition by any individual,
entity or group of beneficial ownership of 30% or more of the voting power of the
Companys outstanding securities without the prior consent of the Board (which
represents an increase from 20% or more);
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Eliminate the automatic vesting of awards made pursuant to the Amended and Restated
2008 Plan solely upon the occurrence of a Change in Control or 409A Change in Control
(as defined in the Amended and Restated 2008 Plan); and
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Clarify that awards to non-employee directors shall not be subject to management discretion.
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New award agreements evidencing awards made pursuant to the Amended and Restated 2008 Plan
(
Award Agreements
) will provide that accelerated vesting of awards made pursuant to the Amended
and Restated 2008 Plan in connection with a Change in Control or a 409A Change in Control will only
be triggered if, within two or three years following the Change in Control or 409A Change in
Control (as applicable and consistent with the time periods provided
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in any employment agreement or change in control agreement to which the participant is a
party), a participants employment with the Company, any subsidiary or any affiliate entity thereof
is terminated without cause or, if the Award Agreement so provides, the participant resigns for
good reason (to be defined in the Award Agreements).
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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.
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
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By:
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/s/ Joan U. Allgood
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Joan U. Allgood
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Executive Vice President Corporate
Transactions and Governance
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Date:
July 1, 2009
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