REGENCY CENTERS CORP
For the period ended May 7, 2025. Filed Mar 26, 2025.
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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 7, 2025 · Filed Mar 26, 2025
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 2025 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (our “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 2024. | FOR | 25 |
| Proposal 3: Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2025. | FOR | 53 |
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, formats and locations. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-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 2024, our team was able to execute on value-add leasing transactions, 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.
2024 Business Highlights
Operational Excellence
| § | Executed over 9 million square feet of new and renewal leases |
| § | Achieved blended rent spreads exceeding 9% on a cash basis and 19% on a straight-lined basis on comparable new and renewal leases |
| § | Grew occupancy 100 basis points year-over-year to end 2024 with a same-property record leased rate of 96.7% |
| § | Grew shop (<10K square feet) occupancy 60 basis points year-over-year to a record leased rate of 94.1% |
Balance Sheet Strength
| § | Greater than $1.4 billion of available capacity on our unsecured credit facility at year-end 2024 |
| § | Trailing 12-Month Net Debt & Preferred Stock-to-Operating EBITDAre(1) of 5.2x at year-end |
| § | In February 2024, Moody’s upgraded the Company’s credit rating to A3 with a ‘Stable’ outlook, and in February 2025, S&P Global upgraded the Company’s credit rating to A- with a ‘Stable’ outlook |
Investment Activity
| § | Started over $250 million of development and redevelopment projects, with nearly $500 million of projects in process at year-end |
| § | Acquired high-quality shopping centers totaling over $90 million, at Regency’s share |
| § | Repurchased approximately 3.3 million shares of Regency stock for $200 million, at an average price of $60.48 per share |
Dividend Growth & Free Cash Flow
| § | Generated significant cash flow from operations and free cash flow after dividend and capital expenditures |
| § | Increased our quarterly common stock dividend by 5.2% year-over-year in 4Q24 to $0.705 per share |
| § | Dividend CAGR (compound annual growth rate) of nearly 4% since 2014 |
(1) See Appendix A for reconciliations of GAAP to non-GAAP measures.
10-Year Total Shareholder Return (2015 – 2024)
Regency Outperformed Peers by 27%
2 | REGENCY CENTERS| 2025 PROXY STATEMENT
Excellence in Corporate Governance
Corporate Governance Highlights
Our Board and senior management are committed to best-in-class corporate governance. Following are some of our most important governance practices and policies:
| Board Structureand Independence | ✓ Separate 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 ✓ Board member diversity across a range of attributes ✓ No familial relationships among Board members ✓ Limits on other board service to prevent “overboarding” ✓ Mandatory director retirement age of 75 years, subject to waiver in the discretion of the Board when in the best interest of the shareholders |
|---|---|
| ShareholderRights | ✓ Annual election of directors ✓ Majority voting standard for directors election ✓ Annual say-on-pay advisory vote ✓ During 2024, engaged with shareholders representing approximately 78% 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 |
| BoardOversight | ✓ 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 and artificial intelligence (“AI”) policy oversight by Audit Committee ✓ Nominating and Governance Committee oversight of political contributions (de minimis amounts in 2024) ✓ Code of Business Conduct and Ethics applicable to all directors, officers and employees |
| Executive Compensation | ✓ Annual incentives for our named executive officers (NEOs) based primarily on financial results ✓ 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 beyond what is required by SEC rules 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 directors at the 2025 Annual Meeting of Shareholders. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.
4 | REGENCY CENTERS| 2025 PROXY STATEMENT
Excellence in Corporate Responsibility
Regency’s Core Values, including the importance that we place on Corporate Responsibility, 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 shareholders and other key 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 for our shareholders and key stakeholders, the importance of maintaining and nurturing our culture, and protecting and enhancing 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 strategy, initiatives, and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s Corporate Responsibility program and objectives. Our Corporate Responsibility Committee is comprised of senior leaders of management 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 corporate responsibility strategies and near-and long-term objectives are embedded throughout our business decisions, processes, and activities for the benefit of our shareholders and key stakeholders. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for our Corporate Responsibility program, through her oversight of our Corporate Responsibility Committee and the leadership of our Executive Committee.
| Proxy Summary
In 2024, the Board’s Nominating and Governance Committee, and our full Board, were briefed regularly on our Corporate Responsibility program and objectives, including strategic sustainability and employee and community engagement initiatives, performance against metrics and targets, sustainability reporting, and the evolving landscape of expectations and practices among our investors and key stakeholders.
Corporate Responsibility Highlights
Our Approach to Corporate Responsibility Reporting and Disclosure
We routinely engage with our investors and other stakeholders to better understand their expectations and reflect on their priorities. We understand that our investors and stakeholders expect disclosure of corporate responsibility-related information relevant to the performance and ongoing success of our business, and we remain committed to disclosure that is transparent, accurate, and aligned with our Core Values. Our dedication to the four pillars of our program helps to ensure that we continue to hold ourselves to the highest standards of integrity and accountability in our corporate responsibility reporting and initiatives. In May 2024, we issued our 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 Task Force on Climate-related Financial Disclosures (“TCFD”) frameworks. 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| 2025 PROXY STATEMENT
Excellence in Stakeholder Engagement
Our year-round active engagement with our shareholders and key stakeholders important to our business success supports and enhances our near- and long-term strategies for value creation.
| 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 2024, actively communicated with shareholders representing approximately 78% 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 & 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 partner 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 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 activities 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.