REGENCY CENTERS CORP
For the period ended May 1, 2024. Filed Mar 20, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2024 · Filed Mar 20, 2024
Contents
Proxy Summary
In this proxy statement, the terms “we,” “our,” “us,” “the Company,” “Regency Centers,” and “Regency” refer to Regency Centers Corporation. In this proxy summary, we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we strongly encourage you to read the entire proxy statement for more information about these topics prior to voting.
Voting Matters
The following table summarizes the proposals to be voted on prior to or at our 2024 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (“Board”) with respect to each proposal.
| PROPOSAL | BOARD’S VOTINGRECOMMENDATION | PAGEREFERENCE |
|---|---|---|
| Proposal 1: Election of our Board’s 11 nominees for director to each serve for a one-year term. | FOR Each Nominee | 8 |
| Proposal 2: Advisory approval of the Company’s executive compensation for 2023. | FOR | 25 |
| Proposal 3: Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2024. | FOR | 52 |
About Regency Centers
Regency Centers is a preeminent national owner, operator and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers andbest-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and a Standard & Poor’s (S&P) 500 Index member.
Our Core Values
At Regency Centers, we have lived our Core Values for more than 60 years by successfully meeting our commitments to our people, our customers, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set Regency apart into the future through our unwavering dedication to these beliefs:
| Proxy Summary
Excellence in Operational Performance
and Financial Management
Regency Centers continues to generate value for our shareholders through our exceptional operational performance, high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and a talented team located across more than 20 offices nationwide. During 2023, our team was able to execute onvalue-add leasing transactions, merger and acquisition opportunities, and development and redevelopment projects to further enhance our sector-leading portfolio of over 480 properties in top trade areas around the country.
2023 Business Highlights
Operational Excellence
| ◾ | Executed over 8 million square feet of new and renewal leases |
| ◾ | Achieved rent spreads of +10% on a cash basis and +19% on a straight-lined basis on comparable new and renewal leases |
| ◾ | Grew occupancy 60 basis points year-over-year to end 2023 with a same-property leased rate of 95.7% |
| ◾ | Grew shop space (<10K square feet) occupancy to a record leased rate of 93.4% |
Balance Sheet Stability
| ◾ | Greater than $1 billion of available capacity on our unsecured credit facility at year-end 2023(1) |
| ◾ | Adjusted Trailing 12-Month Net Debt & Preferred Stock-to-Operating EBITDAre(3) of 5.1x at year-end(2) |
| ◾ | Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively, and in February 2024, Moody’s upgraded the Company’s credit rating to A3 with a stable outlook |
Investment Activity
| ◾ | Grew the portfolio by over 70 high-quality assets through the merger with Urstadt Biddle Properties Inc. |
| ◾ | Started over $250 million of value-add development and redevelopment projects, with over $460 million of projects in process at year-end |
| ◾ | Acquired high-quality shopping centers totaling over $60 million |
Dividend Growth & Free Cash Flow
| ◾ | Generated significant free cash flow after dividend and capital expenditures |
| ◾ | Increased our quarterly common stock dividend by 3% in 4Q23 to $0.67 per share |
| ◾ | Dividend CAGR (compound annual growth rate) of 3.8% since 2014 |
(1) On January 18, 2024, the Company and its operating partnership, Regency Centers, L.P., entered into an amended and restated credit agreement, which provides an unsecured revolving credit facility in the amount of $1.5 billion. This new credit agreement terminates in March of 2028.
(2) Adjusted Trailing 12-Month Net Debt-to-Operating EBITDAre(3) calculation includes legacy Regency results for the trailing 12 months as of December 31, 2023 and the annualized contribution from properties acquired in the merger with Urstadt Biddle Properties Inc. on August 18, 2023.
(3) See Appendix A for reconciliations of GAAP to non-GAAP measures.
10-Year Total Shareholder Return (2014 – 2023)
Regency Outperformed Peers by 52%
2 | REGENCY CENTERS| 2024 PROXY STATEMENT
Excellence in Corporate Governance
Corporate Governance Highlights
Our Board and senior management are committed tobest-in-class corporate governance. Following are some of our most important governance practices and policies:
| Board Structure and Independence | ✓ Separate roles of Chairman of the Board (Chairman) and Chief Executive Officer (CEO) ✓ Independent Lead Director ✓ 9 of 11 nominated directors are independent; Audit, Compensation, and Nominating and Governance Committees each entirely comprised of independent directors ✓ Executive sessions of independent directors held at every regular Board and Committee meeting ✓ Diverse Board with four female directors and one ethnically diverse director, with female directors serving as Chairs of Audit Committee and Compensation Committee; in total, 45% of our Board is gender and ethnically diverse ✓ No familial relationships among Board members ✓ Limits on other board service to prevent “overboarding” ✓ Mandatory director retirement age of 75 years |
|---|---|
| Shareholder Rights | ✓ Annual election of directors ✓ Majority voting for directors ✓ Annual say-on-pay advisory vote ✓ During 2023, engaged with shareholders representing approximately 74% of our common stock ownership ✓ Shareholders representing 10% of outstanding common stock can call special meeting ✓ Proxy access: shareholders owning 3% of our common stock for at least 3 years may nominate up to 25% of board members ✓ No “poison pill” in effect |
| Board Oversight | ✓ Structured oversight of the Company’s corporate strategy and risk management allocated among full Board and Committees ✓ Our Board is responsible for the oversight of our overall Corporate Responsibility strategy, initiatives and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s Corporate Responsibility program and objectives ✓ Robust Board and senior management succession planning ✓ Annual self-assessment of Board and Board committee performance ✓ Ethics and compliance program oversight by Nominating and Governance Committee ✓ Cybersecurity oversight by Audit Committee ✓ Nominating and Governance Committee oversight of political contributions (de minimis amounts in 2023) ✓ Code of Business Conduct and Ethics applicable to all directors, officers and employees |
| Executive Compensation | ✓ Annual incentives for our named executive officers (NEOs) set by the Board’s Compensation Committee based on financial results and achievement of Corporate Responsibility objectives ✓ Long-term incentives for NEOs largely based on relative total shareholder return (TSR), to foster alignment with shareholders ✓ Stock ownership policy for directors and senior management ✓ Prohibition of hedging and pledging Company stock by officers and directors ✓ Annual risk assessment of executive compensation programs ✓ Clawback policies covering all officers |
| Proxy Summary
Our Board of Directors at a Glance
Below is an overview of some of the key attributes of our eleven nominees for election as director at the 2024 Annual Meeting of Shareholders. Additional information can be found in the skills matrix, Board diversity matrix and biographies for each Board member under Proposal One: Election of Directors.
4 | REGENCY CENTERS| 2024 PROXY STATEMENT
Excellence in Corporate Responsibility
Regency’s Core Values, including the importance that we place on Corporate Responsibility (which we also refer to as ESG), are at the foundation of who we are and what we do. We believe that acting responsibly is strategic to value creation for our investors, the long-term sustainability of our business, the interests of our stakeholders, and the protection of the environment. Our Corporate Responsibility program is built on four pillars—our people, our communities, ethics and governance, and environmental stewardship—and is guided by our focus on three overarching concepts: long-term value creation, the importance of maintaining our culture, and Regency’s brand and reputation.
Our Corporate Responsibility Pillars
Corporate Responsibility Oversight and Alignment with Business Strategy
Our Board is responsible for the oversight of our Corporate Responsibility (ESG) strategy, initiatives, and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s ESG program and objectives. Our Corporate Responsibility Committee is comprised of senior leaders from key areas of our business and is tasked with working with management’s Executive Committee (which is made up of the Company’s four most senior officers) to ensure that our ESG strategy andnear-and long-term objectives are embedded throughout our business decisions, processes, and activities for the benefit of our shareholders and key stakeholders important to our business success. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for our ESG program, through her oversight of our Corporate Responsibility Committee and the leadership of our Executive Committee.
In 2023, the Board’s Nominating and Governance Committee, and our full Board, were briefed regularly on our Corporate Responsibility (ESG) program and objectives, including strategic sustainability and employee and community engagement initiatives, performance against metrics and targets, sustainability reporting, and the evolving landscape of ESG expectations and practices among our investors and other stakeholders.
| Proxy Summary
Corporate Responsibility Highlights
Our Approach to Corporate Responsibility Reporting and Disclosure
With a growing demand for disclosure from our shareholders and other stakeholders, Regency remains committed to robust Corporate Responsibility(ESG)-related disclosure that is transparent and systematic. We routinely engage with our investors and ESG rating organizations to better understand their expectations and reflect on their priorities in considering and determining our planning and disclosure. In May 2023, we issued our sixth annual Corporate Responsibility Report, prepared in accordance with the Global Reporting Initiative (“GRI”) standard and aligned with the United Nations Sustainable Development Goals, Sustainability Accounting Standards Board (“SASB”) and TCFD frameworks. Additionally, available on our website, is our most recent EEO-1 survey. To access our Corporate Responsibility Report, along with our other corporate responsibility reports and policies, including our strategy, goals, quantitative metrics and performance, visit our website at https://www.regencycenters.com/corporate-responsibility.
The content on our website, including our Corporate Responsibility reports and other information related to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
6 | REGENCY CENTERS| 2024 PROXY STATEMENT
Excellence in Stakeholder Engagement
Our year-round active engagement with our stakeholders supports and enhances our success as a preeminent national owner, operator and developer of grocery-anchored shopping centers located in suburban trade areas with compelling demographics.
| Stakeholder Group | Engagement Approach | Topics of Discussion | |
|---|---|---|---|
| Shareholders, Bondholders & Lenders | ◾ Transparent information sharing throughout the year via company filings, press releases, supplemental information packages and investor presentations ◾ Direct dialogue through quarterly earnings conference calls ◾ In 2023, actively communicated with shareholders representing approximately 74% of our common stock ownership ◾ One-on-one and group meetings, calls, property tours and Regency-hosted events ◾ Interactions facilitated via industry associations and conferences | ✓ Company performance ✓ Strategic goals and objectives ✓ Transparent disclosure ✓ Corporate governance ✓ Corporate Responsibility initiatives | |
| Employees | ◾ Annual employee engagement surveys and review of results, feedback and action plans for improvement ◾ Goal setting by each employee with their managers ◾ Direct dialogue through employee review meetings, company-wide town hall meetings and question and answer sessions with the Executive Committee ◾ Employee task forces and focus groups on Corporate Responsibility initiatives and actions, including employee resource groups ◾ Formal third-party reporting mechanisms to raise any ethical and compliance concerns | ✓ Employee engagement, productivity, health and safety ✓ Corporate Responsibility initiatives ✓ Benefits and compensation ✓ Career development and training | |
| Real Estate Partners | ◾ Dedicated Real Estate Partnership Portfolio management team ◾ Proactive and regular one-on-one dialogue ◾ Property tours, monthly financial calls and quarterly business calls | ✓ Property and joint venture performance and expectations | |
| Tenants | ◾ Extensive tenant resources available 24 hours a day ◾ Website with best-in-class marketing resources for the benefit of our tenants and their operations, with a wide range of different marketing strategies in an intuitive user experience ◾ Direct feedback via annual tenant survey and focus groups ◾ Targeted application of our Merchandising, Placemaking and Connecting strategies and initiatives across all properties and on a tenant-by-tenant basis | ✓ Tenant operations ✓ Property maintenance ✓ Improving tenant flexibility and performance ✓ Health and safety ✓ Sustainable building practices | |
| Communities | ◾ One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups ◾ Direct dialogue through open houses and town halls ◾ Significant volunteer and philanthropic support | ✓ Project-specific information ✓ Community interests and needs ✓ Curated merchandising and placemaking |
| Proposal One: Election Of Directors
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.