Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 24, 2021, the Board of Directors (the "Board") of Brixmor
Property Group Inc. (the "Company") appointed Sandra A. J. Lawrence to the
Board. Ms. Lawrence most recently served as Executive Vice President and Chief
Administrative Officer of The Children's Mercy Hospital and Clinics ("CMH") from
2016 until 2019 and as the Chief Financial Officer of CMH from 2005 until 2016.
The Company expects that Ms. Lawrence will be appointed to serve on the Board's
Audit Committee.
Ms. Lawrence will receive compensation for Board service commensurate with the
Company's other non-employee directors, including an annual cash retainer, an
annual award of restricted stock and, if appointed to the Audit Committee, an
Audit Committee annual cash retainer. The shares of restricted stock will vest
on the first anniversary of the grant date.
In connection with Ms. Lawrence's appointment to the Board, the Company will
enter into an indemnification agreement (the "Indemnification Agreement") with
Ms. Lawrence similar to the indemnification agreements entered into with all
other members of the Board. The Indemnification Agreement provides for the
indemnification by the Company for certain liabilities and expenses incurred as
a result of actions brought, or threatened to be brought, against Ms. Lawrence
in connection with her status or service as a member of the Board and for the
Company to advance her expenses incurred as a result of any proceeding for which
she may be entitled to indemnification. The foregoing description is not
complete and is qualified in its entirety by reference to the full text of the
Indemnification Agreement, which was filed as Exhibit 10.19 to the Company's
Form S-11, filed with the Securities and Exchange Commission on August 23, 2013
(File No. 001-190002).
There are no arrangements or understandings between Ms. Lawrence and any person
pursuant to which she was appointed as a director. There are no transactions in
which Ms. Lawrence had or will have an interest that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
Ms. Lawrence is replacing Gabrielle Sulzberger, who resigned from the Board of
Directors on December 24, 2021. Ms. Sulzberger's resignation is not due to any
disagreement with the Company.
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