- Current report filing (8-K)
September 10 2009 - 9:10AM
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):
September 3, 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
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On September 3, 2009, Dean S. Adler notified the Board of Directors (the
Board
) of
Developers Diversified Realty Corporation (the
Company
) of his intention to resign as a Director
of the Company and from the Boards Dividend Declaration Committee effective immediately. Mr.
Adler noted that his resignation was not due to any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.
Election of New Director
On September 9, 2009, the Board appointed James C. Boland to serve as a new Director of the
Company. Mr. Boland will serve for an initial term ending at the Companys 2010 Annual Meeting of
Shareholders to fill the vacancy created by Mr. Adlers resignation. Mr. Boland was also appointed
to the Audit Committee of the Board.
Mr. Boland spent 34 years with Ernst & Young LLP. He joined Ernst & Young in 1964 after
spending two years as an officer in the United States Army. He became a partner with Ernst & Young
in 1976 and served as a member of the firms management committee from 1988 to 1997. Mr. Boland
also had operating responsibility as Vice Chairman and Regional Managing Partner of Ernst & Youngs
Central Region from 1988 to 1996. After Ernst & Young, he served as President, Chief Executive
Officer and Vice Chairman of the Cavaliers Operating Company from 1998 to 2007.
Mr. Boland currently serves on the Boards of Directors of The Sherwin-Williams Company where
he chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee;
Invacare Corporation where he is lead director, chairs the Governance and Compensation and
Management Development Committees and serves on the Audit Committee; and The Goodyear Tire & Rubber
Company where he is the lead director, chairs the Audit Committee and serves on the Governance
Committee.
As a non-employee director, Mr. Boland will receive compensation in the same manner as the
Companys other non-employee directors. In August 2009, the Board increased the annual retainer
for non-employee directors to $125,000 and established the additional annual retainers for service
on the Board as follows: Lead Director, $50,000; Audit Committee, $25,000 (Chair, $40,000);
Executive Compensation Committee, $25,000 (Chair, $40,000); Nominating and Corporate Governance
Committee, $20,000 (Chair, $30,000); Executive Committee, $25,000; and Dividend Committee, $10,000.
The Company will enter into an Indemnification Agreement (the
Indemnification Agreement
)
with Mr. Boland. The Indemnification Agreement is in the same form as the indemnification
agreement for directors that the Company previously reported the Board had approved on a Current
Report on Form 8-K filed with the SEC on April 7, 2009.
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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: September 10, 2009
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