false000202731700020273172025-09-262025-09-26
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
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Date of Report (Date of earliest event reported): September 26, 2025 |
Curbline Properties Corp.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-42265 |
93-4224532 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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320 Park Avenue |
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New York, New York |
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10022 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (216) 755-5500 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share |
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CURB |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2025, Curbline Properties Corp. (the “Company”) and Curbline TRS LLC, a subsidiary of the Company (“Curbline TRS”), entered into, amendments (the “Amendments”) with each of Conor M. Fennerty, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, John Cattonar, the Company’s Executive Vice President and Chief Investment Officer, and Lesley H. Solomon, the Company’s Executive Vice President, General Counsel and Secretary (each an “Executive” and together, the “Executives”) to their respective employment agreements, dated as of September 1, 2024, by and among the Company, Curbline TRS, SITE Centers Corp. and the Executive (the “Employment Agreements”). The Compensation Committee of the Board of Directors of the Company approved the Amendments to adopt a consistent maximum percentage that the Company’s executive officers may earn pursuant to their annual performance-based equity awards. Accordingly, the Amendments align the maximum percentage that can be earned by the Executives pursuant to their annual performance-based equity awards with the maximum percentage that can be earned by the Company’s President and Chief Executive Officer, which is 250% of the target amount. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments attached hereto as Exhibits 10.1, 10.2 and 10.3. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and Conor M. Fennerty 10.2 First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and John Cattonar 10.3 First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and Lesley H. Solomon 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 hereunto duly authorized.
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CURBLINE PROPERTIES CORP. |
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Date: |
September 29, 2025 |
By: |
/s/ Lesley H. Solomon |
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Name: Lesley H. Solomon
Title: Executive Vice President, General Counsel and Secretary |
EX-10.1
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curb-ex10_1.htm
EX-10.1
EX-10.1
FIRST AMENDMENT TO ASSIGNED EMPLOYMENT AGREEMENT
This First Amendment to Assigned Employment Agreement (this “Amendment”), dated as of September 26, 2025 (the “Amendment Effective Date”), is by and among Curbline Properties Corp., a Maryland corporation (“Curbline”), Curbline TRS LLC (“Curbline TRS”), and Conor M. Fennerty (“Executive”).
Curbline, Curbline TRS and Executive (along with SITE Centers Corp., an Ohio corporation), are currently parties to an Assigned Employment Agreement, dated as of September 1, 2024 (the “Agreement”), which generally reflects the terms pursuant to which Executive has been serving Curbline on and after October 1, 2024 (certain capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Agreement). Curbline, Curbline TRS and Executive desire to modify certain terms of the Agreement with respect to certain rights and obligations among Curbline, Curbline TRS and/or Executive, effective as of the Amendment Effective Date, as further set forth in this Amendment.
Curbline, Curbline TRS and Executive agree, effective as of the Amendment Effective Date, as follows:
“(b) Other Annual Performance-Based Awards. No later than October 15 of each calendar year during the Contract Period (starting with 2025), provided that Executive is continuously employed by Curbline TRS through the applicable date of grant, Executive shall be eligible to receive a grant of Restricted Stock or LTIP Units (or substantially similar award), in each case as reasonably determined by Executive at least 30 days prior to the applicable grant date (otherwise such grants will be made in the form of Restricted Stock), based on a “target” number of shares/units equal to the quotient of (i) $600,000, divided by (ii) the average closing price of a Share for the 10 trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Annual Performance-Based Awards”). For the avoidance of doubt, each such Annual Performance-Based Award will be issued based on its maximum value as of its date of grant, subject to forfeiture pursuant to its terms. The vesting of an Annual Performance-Based Award will vary from 0% to 250% of the target award based on achievement with respect to metrics established by the Committee (in consultation with the CEO prior to the date of grant) measured over an approximately 37-month performance period; provided, however, that no less than 50% of the aggregate target for such award shall vest based on Curbline’s relative total shareholder return achievement relative to a peer group established by the Committee in consultation with the CEO prior to the date of grant. In general, performance against the applicable metrics will be evaluated at the end of the approximately 37-month performance period. Each Annual Performance-Based Award will earn distributions paid in cash on a deferred and contingent basis. Additional detail regarding the terms of these awards will be provided in the applicable award agreements for such awards.”
1. Compensation – Other Annual Performance-Based Awards. Section 3.3(b) of the Agreement shall hereby be removed and replaced in its entirety with the following: 2. Severability. The provisions of this Amendment are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable. 3. Modification. This Amendment may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the parties against which the modification or termination is sought to be enforced. 4. Entire Agreement. The Agreement, as amended by the Amendment as described herein, constitutes the full and entire understanding and agreement among the parties hereto with regard to the subjects hereof and thereof from and after the Amendment Effective Date. 5. Governing Law and Venue. The provisions of this Amendment will be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20 of the Agreement, the parties consent to venue and personal jurisdiction over them in the courts of the State of Maryland and federal courts sitting in Maryland, for purposes of construing and enforcing this Amendment. 6. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Curbline, Curbline TRS and Executive have executed this Amendment, each of Curbline and Curbline TRS by its duly authorized officer (or other appropriate party), as of the date first written above.
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CURBLINE PROPERTIES CORP.
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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CURBLINE TRS LLC
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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/s/ Conor M. Fennerty
CONOR M. FENNERTY
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EX-10.2
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curb-ex10_2.htm
EX-10.2
EX-10.2
FIRST AMENDMENT TO ASSIGNED EMPLOYMENT AGREEMENT
This First Amendment to Assigned Employment Agreement (this “Amendment”), dated as of September 26, 2025 (the “Amendment Effective Date”), is by and among Curbline Properties Corp., a Maryland corporation (“Curbline”), Curbline TRS LLC (“Curbline TRS”), and John Cattonar (“Executive”).
Curbline, Curbline TRS and Executive (along with SITE Centers Corp., an Ohio corporation), are currently parties to an Assigned Employment Agreement, dated as of September 1, 2024 (the “Agreement”), which generally reflects the terms pursuant to which Executive has been serving Curbline on and after October 1, 2024 (certain capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Agreement). Curbline, Curbline TRS and Executive desire to modify certain terms of the Agreement with respect to certain rights and obligations among Curbline, Curbline TRS and/or Executive, effective as of the Amendment Effective Date, as further set forth in this Amendment.
Curbline, Curbline TRS and Executive agree, effective as of the Amendment Effective Date, as follows:
“(b) Other Annual Performance-Based Awards. No later than October 15 of each calendar year during the Contract Period (starting with 2025), provided that Executive is continuously employed by Curbline TRS through the applicable date of grant, Executive shall be eligible to receive a grant of Restricted Stock or LTIP Units (or substantially similar award), in each case as reasonably determined by Executive at least 30 days prior to the applicable grant date (otherwise such grants will be made in the form of Restricted Stock), based on a “target” number of shares/units equal to the quotient of (i) $600,000, divided by (ii) the average closing price of a Share for the 10 trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Annual Performance-Based Awards”). For the avoidance of doubt, each such Annual Performance-Based Award will be issued based on its maximum value as of its date of grant, subject to forfeiture pursuant to its terms. The vesting of an Annual Performance-Based Award will vary from 0% to 250% of the target award based on achievement with respect to metrics established by the Committee (in consultation with the CEO prior to the date of grant) measured over an approximately 37-month performance period; provided, however, that no less than 50% of the aggregate target for such award shall vest based on Curbline’s relative total shareholder return achievement relative to a peer group established by the Committee in consultation with the CEO prior to the date of grant. In general, performance against the applicable metrics will be evaluated at the end of the approximately 37-month performance period. Each Annual Performance-Based Award will earn distributions paid in cash on a deferred and contingent basis. Additional detail regarding the terms of these awards will be provided in the applicable award agreements for such awards.”
1. Compensation – Other Annual Performance-Based Awards. Section 3.3(b) of the Agreement shall hereby be removed and replaced in its entirety with the following: 2. Severability. The provisions of this Amendment are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable. 3. Modification. This Amendment may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the parties against which the modification or termination is sought to be enforced. 4. Entire Agreement. The Agreement, as amended by the Amendment as described herein, constitutes the full and entire understanding and agreement among the parties hereto with regard to the subjects hereof and thereof from and after the Amendment Effective Date. 5. Governing Law and Venue. The provisions of this Amendment will be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20 of the Agreement, the parties consent to venue and personal jurisdiction over them in the courts of the State of Maryland and federal courts sitting in Maryland, for purposes of construing and enforcing this Amendment. 6. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Curbline, Curbline TRS and Executive have executed this Amendment, each of Curbline and Curbline TRS by its duly authorized officer (or other appropriate party), as of the date first written above.
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CURBLINE PROPERTIES CORP.
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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CURBLINE TRS LLC
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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/s/ John Cattonar
JOHN CATTONAR
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EX-10.3
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curb-ex10_3.htm
EX-10.3
EX-10.3
FIRST AMENDMENT TO ASSIGNED EMPLOYMENT AGREEMENT
This First Amendment to Assigned Employment Agreement (this “Amendment”), dated as of September 26, 2025 (the “Amendment Effective Date”), is by and among Curbline Properties Corp., a Maryland corporation (“Curbline”), Curbline TRS LLC (“Curbline TRS”), and Lesley H. Solomon (“Executive”).
Curbline, Curbline TRS and Executive (along with SITE Centers Corp., an Ohio corporation), are currently parties to an Assigned Employment Agreement, dated as of September 1, 2024 (the “Agreement”), which generally reflects the terms pursuant to which Executive has been serving Curbline on and after October 1, 2024 (certain capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Agreement). Curbline, Curbline TRS and Executive desire to modify certain terms of the Agreement with respect to certain rights and obligations among Curbline, Curbline TRS and/or Executive, effective as of the Amendment Effective Date, as further set forth in this Amendment.
Curbline, Curbline TRS and Executive agree, effective as of the Amendment Effective Date, as follows:
“(b) Other Annual Performance-Based Awards. No later than October 15 of each calendar year during the Contract Period (starting with 2025), provided that Executive is continuously employed by Curbline TRS through the applicable date of grant, Executive shall be eligible to receive a grant of Restricted Stock or LTIP Units (or substantially similar award), in each case as reasonably determined by Executive at least 30 days prior to the applicable grant date (otherwise such grants will be made in the form of Restricted Stock), based on a “target” number of shares/units equal to the quotient of (i) $150,000, divided by (ii) the average closing price of a Share for the 10 trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Annual Performance-Based Awards”). For the avoidance of doubt, each such Annual Performance-Based Award will be issued based on its maximum value as of its date of grant, subject to forfeiture pursuant to its terms. The vesting of an Annual Performance-Based Award will vary from 0% to 250% of the target award based on achievement with respect to metrics established by the Committee (in consultation with the CEO prior to the date of grant) measured over an approximately 37-month performance period; provided, however, that no less than 50% of the aggregate target for such award shall vest based on Curbline’s relative total shareholder return achievement relative to a peer group established by the Committee in consultation with the CEO prior to the date of grant. In general, performance against the applicable metrics will be evaluated at the end of the approximately 37-month performance period. Each Annual Performance-Based Award will earn distributions paid in cash on a deferred and contingent basis. Additional detail regarding the terms of these awards will be provided in the applicable award agreements for such awards.”
1. Compensation – Other Annual Performance-Based Awards. Section 3.3(b) of the Agreement shall hereby be removed and replaced in its entirety with the following: 2. Severability. The provisions of this Amendment are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable. 3. Modification. This Amendment may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the parties against which the modification or termination is sought to be enforced. 4. Entire Agreement. The Agreement, as amended by the Amendment as described herein, constitutes the full and entire understanding and agreement among the parties hereto with regard to the subjects hereof and thereof from and after the Amendment Effective Date. 5. Governing Law and Venue. The provisions of this Amendment will be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20 of the Agreement, the parties consent to venue and personal jurisdiction over them in the courts of the State of Maryland and federal courts sitting in Maryland, for purposes of construing and enforcing this Amendment. 6. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Curbline, Curbline TRS and Executive have executed this Amendment, each of Curbline and Curbline TRS by its duly authorized officer (or other appropriate party), as of the date first written above.
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CURBLINE PROPERTIES CORP.
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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CURBLINE TRS LLC
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By: /s/ David R. Lukes
Name: David R. Lukes
Title: President and Chief Executive Officer
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/s/ Lesley H. Solomon
LESLEY H. SOLOMON
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