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REGENCY CENTERS CORP

For the period ended May 7, 2025. Filed Mar 26, 2025.

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About this filing

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

REG$74.84-1.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Table of Contents

Notice of Annual Meeting of Shareholdersi
Table of Contentsii
Proxy Summary1
Election of Directors8
Our Director Nominees8
Director Nominee Qualifications9
Corporate Governance16
Corporate Governance Guidelines16
Director Independence16
Board Leadership Structure16
Role of Independent Lead Director16
Meetings of Board of Directors17
Executive Sessions of Independent Directors17
Board Membership17
Succession Planning, Board Refreshment and Diversity of Member Attributes17
Director Nominee Selection Process18
Director Candidate Nominations through Proxy Access18
Limits on Board Service19
Board Self-Assessment and Evaluation19
Risk Oversight20
Standing Committees21
Executive Committee22
Code of Business Conduct and Ethics22
Related Party Transactions23
Compensation of Directors24
Advisory Approval Of The Company’s Executive Compensation25
Executive Compensation Highlights25
Compensation Discussion and Analysis26
Letter from Our Compensation Committee Chair26
Our Named Executive Officers28
Our Compensation Philosophy28
Oversight of Compensation29
2024 Say on Pay Results and Shareholder Engagement29
Targeted Level of Compensation29
Compensation Committee Actions & Decisions31
Elements of Compensation31
Recoupment/Clawback Policies37
Risk Consideration in Our Compensation Program37
Compensation Committee Interlocks and Insider Participation37
Stock Ownership Policy38
Policy Prohibiting Hedging and Pledging of Our Stock38
Policy Statement on Insider Trading38
Deductibility of Compensation38
Compensation Committee Report39
Executive Compensation40
Summary Compensation Table40
Grants of Plan-Based Awards40
Outstanding Equity Awards42
Options Exercises and Stock Vested in 202443
Summary of Our Non-Qualified Deferred Compensation Plans43
Potential Payments Upon Termination or Change-in-Control44
Pay Versus Performance Table47
Pay Versus Performance Descriptive Disclosure50
CEO Pay Ratio51
Audit Committee Report52
Ratification Of Appointment Of KPMG LLP As The Company’s Independent Registered Public Accounting Firm53
Beneficial Ownership54
Beneficial Ownership of Principal Shareholders54
Beneficial Ownership of Directors and Executive Officers55
Shareholder Proposals and Communications with the Board of Directors56
Frequently Asked Questions Regarding Our Annual Meeting57
Appendix A — Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures · A-1

ii | REGENCY CENTERS| 2025 PROXY STATEMENT

Table of Contents|

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, and financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “could,” “should,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “plan,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors and uncertainties, including, without limitation, risk factors relating to:

•The Current Economic and Geopolitical Environments
•Pandemics or other Health Crises
•Operating Retail-Based Shopping Centers
•Real Estate Investments
•The Environment Affecting Our Properties
•Corporate Matters
•Our Partnerships and Joint Ventures
•Funding Strategies and Capital Structure
•Information Management and Technology
•Taxes and the Parent Company’s Qualification as a REIT
•The Company’s Stock

These risk factors and uncertainties are more specifically described in “Item 1A. Risk Factors” of our 2024 Annual Report on Form 10-K (the “Annual Report”), which has been filed with the Securities and Exchange Commission (“SEC”). When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Report, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Certain forward-looking and other statements in this document, the Annual Report, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance (“ESG”) standards and frameworks which are followed by certain of our investors. These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, and other factors, some of which may be beyond our control.

REGENCY CENTERS| 2025 PROXY STATEMENT| iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.