Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain
Officers.
On September 26, 2022, 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 11 to 12, and (2) elect Kristin A. Campbell to serve as a
director of the Company. Ms. Campbell's term will begin on January 15, 2023, and
expire at the Company's 2023 annual meeting of stockholders. The Board will
determine the Board committees on which Ms. Campbell will serve prior to
commencement of her term. The Company has determined that Ms. Campbell is
independent of the Company and its management within the meaning of the Nasdaq
Stock Market listing standards.
Ms. Campbell 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 she serves,
and annual common stock rights valued at $125,000 (based on the Company's stock
price at the date of grant), which vests on the anniversary of the grant. Ms.
Campbell's compensation will be prorated to reflect her partial year of service
from January 15, 2023, until the Company's 2023 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
18, 2022.
There is no arrangement or understanding pursuant to which Ms. Campbell was
elected as a director of the Company, and there are no related party
transactions involving Ms. Campbell that would require disclosure under Item
404(a) of Regulation S-K.
On September 28, 2022, the Company issued a press release, attached as Exhibit
99.1 to this Form 8-K, announcing the appointment of Ms. Campbell to the
Company's Board.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press release issued by Regency Centers Corporation on September 28,
2022 .
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL documents)
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