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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 8, 2024

SITE Centers Corp.

(Exact name of Registrant as Specified in Its Charter)

Ohio

1-11690

34-1723097

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

3300 Enterprise Parkway,

Beachwood, Ohio

44122

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Shares, Par Value $0.10 Per Share

 

SITC

 

New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value

 

SITC PRA

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 8, 2024, SITE Centers Corp. (the "Company") held its annual meeting of shareholders. The matters presented to shareholders for vote and the final voting results on such matters were as follows:

 

1.
Eight directors, each to serve until the next annual meeting of shareholders and until a successor has been duly elected and qualified, were elected by the following vote:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Linda B. Abraham

 

191,229,980

 

   807,098

 

111,570

 

5,912,162

Terrance R. Ahern

 

182,123,041

 

9,997,720

 

 27,887

 

5,912,162

Jane E. DeFlorio

 

191,691,503

 

   345,687

 

111,458

 

5,912,162

David R. Lukes

 

191,682,536

 

   438,437

 

 27,675

 

5,912,162

Victor B. MacFarlane

 

183,163,560

 

8,957,357

 

 27,731

 

5,912,162

Alexander Otto

 

191,848,251

 

   272,573

 

 27,824

 

5,912,162

Barry A. Sholem

 

190,636,793

 

1,483,958

 

 27,897

 

5,912,162

Dawn M. Sweeney

 

191,827,711

 

   209,072

 

111,865

 

5,912,162

 

2.
The authorization of the Company's Board of Director's to effect, in its discretion, a reverse stock split of the Company's common shares and the adoption of a corresponding amendment to the Company's Fourth Amended and Restated Articles of Incorporation was approved by the following vote:

 

For

 

Against

 

Abstain

 

197,604,741

 

392,955

 

63,114

 

 

3.
The shareholder advisory vote regarding the compensation of the Company’s named executive officers was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

183,157,992

 

8,889,890

 

100,766

 

5,912,162

 

4.
The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 was approved by the following vote:

 

For

 

Against

 

Abstain

 

194,271,870

 

3,750,684

 

38,256

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number Description

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

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 thereunto duly authorized.

 

SITE Centers Corp.

 

By:

 /s/ Aaron M. Kitlowski

Name: Aaron M. Kitlowski

 Date: May 9, 2024

Title: Executive Vice President,

              General Counsel and Secretary