Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On May 11, 2022, the Board of Directors (the "Board") of SITE Centers Corp. (the
"Company") reduced the size of the Board from eight members to seven members in
connection with the departure of Dr. Thomas Finne from the Board at the
Company's 2022 Annual Meeting of Shareholders. On September 13, 2022, the Board
restored the size of the Board to eight members by appointing Barry A. Sholem as
an independent director. The Board also appointed Mr. Sholem to serve as a
member of its Nominating and ESG Committee. Mr. Sholem will serve for an initial
term ending at the Company's 2023 Annual Meeting of Shareholders. Mr. Sholem is
Founder and Chairman of MSD Real Estate, the family office real estate business
of Michael and Susan Dell.
As a non-employee director, Mr. Sholem will receive the same compensation as the
Company's other non-employee directors, as disclosed in the Company's Definitive
Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on
April 1, 2022, on a pro rata basis.
On September 13, 2022, the Company entered into an Indemnification Agreement
(the "Indemnification Agreement") with Mr. Sholem. The Indemnification Agreement
is in substantially the same form as the indemnification agreement for directors
and officers that was filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the SEC on November 13, 2017.
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