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MarketScreener Homepage  >  Equities  >  Nyse  >  Brixmor Property Group Inc.    BRX

BRIXMOR PROPERTY GROUP INC.

(BRX)
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BRIXMOR PROPERTY GROUP INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/01/2020 | 04:24pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Brixmor Operating Partnership LP (the "Operating Partnership"), an indirect subsidiary of Brixmor Property Group Inc. (the "Company"), is currently party to: (i) a Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 12, 2018, by and among the Operating Partnership, as borrower, JPMorgan Chase Bank, N.A., as administrative agent ("JPMorgan"), and the lenders party thereto (the "Revolving Credit and Term Loan Agreement"); (ii) an Amended and Restated Term Loan Agreement, dated as of December 12, 2018, by and among the Operating Partnership, as borrower, JPMorgan, as administrative agent, and the lenders party thereto (the "2018 Term Loan Agreement"); and (iii) a Term Loan Agreement, dated as of July 28, 2017, by and among the Operating Partnership, as borrower, Wells Fargo Bank, National Association, as administrative agent ("Wells Fargo"), and the lenders party thereto, as amended by Amendment No. 1 to the Term Loan Agreement, dated as of December 12, 2018 (as so amended, the "2017 Term Loan Agreement" and, together with the Revolving Credit and Term Loan Agreement and the 2018 Term Loan Agreement, the "Credit Agreements").

On April 29, 2020, the Operating Partnership entered into: (i) an amendment to the Revolving Credit and Term Loan Agreement, by and among the Operating Partnership, JPMorgan and the lenders party thereto (the "Revolving Credit and Term Loan Amendment"); (ii) an amendment to the 2018 Term Loan Agreement, by and among the Operating Partnership, JPMorgan and the lenders party thereto (the "2018 Term Loan Amendment"); and (iii) a second amendment to the 2017 Term Loan Agreement, by and among the Operating Partnership, Wells Fargo and the lenders party thereto (the "2017 Term Loan Amendment" and, together with the Revolving Credit and Term Loan Amendment and the 2018 Term Loan Amendment, the "Amendments").

The Amendments, among other things, modify the measurement period for certain financial covenants (and relevant associated definitions) from the prior six-month period, annualized, to the prior 12-month period, as more specifically provided in each of the Amendments. Copies of the Revolving Credit and Term Loan Amendment, the 2018 Term Loan Amendment and the 2017 Term Loan Amendment are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibits 10.1, 10.2 and 10.3.


Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.


The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 5.07 Submission of Matters to a Vote of Security Holders. On April 28, 2020, the Company held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2020 (the "Proxy Statement"). The final voting results for the matters submitted to a vote of stockholders were as follows:

Item 1 - Election of Directors At the annual meeting, the Company's stockholders elected the persons listed below as directors for a one-year term expiring in 2021 or until their respective successors are duly elected and qualified:

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                     Votes Cast For Votes Cast Against Abstentions Broker Non-Votes

James M. Taylor Jr. 266,734,902 1,000,890 150,048 8,798,813 John G. Schreiber 265,912,610 1,824,178 149,054 8,798,811 Michael Berman 266,764,429 971,167 150,245 8,798,812 Julie Bowerman 266,766,159 974,443 145,239 8,798,812 Sheryl M. Crosland 266,762,221 978,443 145,176 8,798,813 Thomas W. Dickson 266,197,658 1,538,274 149,908 8,798,813 Daniel B. Hurwitz 265,657,323 2,078,383 150,136 8,798,811 William D. Rahm 265,521,973 2,214,709 149,159 8,798,812 Gabrielle Sulzberger 266,284,743 1,453,451 147,648 8,798,811

Item 2 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2020. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes

276,168,807 389,253 126,593 0

Item 3 - Non-Binding Vote on Executive Compensation The Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes

259,288,087 8,379,257 218,493 8,798,816

Item 4 - Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation The Company's stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company's named executive officers should occur every one, two or three years as set forth below.

One Year Two Years Three Years Abstentions Broker Non-Votes 262,155,239 49,964 5,282,240 398,389 8,798,821

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.

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Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are attached to this Current Report on Form 8-K:

   10.1     Amendment No. 1 to Second Amended and Restated Revolving Credit and
            Term Loan Agreement, dated as of April 29, 2020, by and among
            Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank,
            N.A., as administrative agent and the lenders party thereto
   10.2     Amendment No. 1 to Amended and Restated Term Loan Agreement, dated
            as of April 29, 2020, by and among Brixmor Operating Partnership LP,
            as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and
            the lenders party thereto
   10.3     Amendment No. 2 to Term Loan Agreement, dated as April 29, 2020, by
            and among Brixmor Operating Partnership LP, as borrower, Wells Fargo
            Bank, National Association, as administrative agent, and the lenders
            party thereto
      104   Cover Page Interactive Data File (embedded within the Inline XBRL
            document)



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© Edgar Online, source Glimpses

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