SITE Centers Corp
For the period ended May 14, 2025. Filed Apr 2, 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 14, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
SITE Centers Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of Annual Meeting of Shareholders
To the Holders of Common Shares of SITE Centers Corp.:
The 2025 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:
| WHEN: | 9:00 a.m. Eastern Time, Wednesday, May 14, 2025. |
|---|---|
| WHERE: | The Annual Meeting will be held in a virtual meeting format via live webcast at www.meetnow.global/MZR2P4U. You will not be able to physically attend the Annual Meeting in person. |
| ITEMS OF BUSINESS: | • Election of five Directors. • Approval, on an advisory basis, of the compensation of the Company’s named executive officers. • Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. • Transact such other business as may properly come before the Annual Meeting. |
| WHO CAN VOTE: | Shareholders of record at the close of business on March 17, 2025 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the Annual Meeting. |
| VOTING BY PROXY: | • Shareholders may request, complete, date and sign a proxy card and return it; or • Vote their shares by telephone or over the internet as described in the accompanying Proxy Statement. |
| INTERNET AVAILABILITY OFPROXY MATERIALS: | In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials by providing internet access to those documents, instead of mailing a printed copy of our proxy materials to each shareholder. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials, including the Proxy Statement and 2024 Annual Report, and vote online at www.investorvote.com/sitc, or alternatively, request a paper copy of the proxy materials, including a proxy card. |
By order of the Board of Directors,
Aaron M. Kitlowski
Secretary
Dated: April 2, 2025
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 14, 2025
2025 Proxy Statement Table of Contents
| 1. Proxy Statement Summary | 1 |
|---|---|
| 2. Proposal One: Election of Five Directors | |
| Proposal Summary and Board Recommendation | 6 |
| Director Nominees for Election at the Annual Meeting | 6 |
| Transactions with the Otto Family | 9 |
| Independent Directors | 9 |
| Director Qualifications and Review of Director Nominees | 9 |
| 2024 Director Transition and Recruitment Process | 10 |
| Proxy Access | 10 |
| Majority Vote Standard | 11 |
| 3. Board Governance | |
| Board Leadership | 12 |
| Meetings of Our Board | 12 |
| Meetings of Non-Management and Independent Directors | 12 |
| Committees of Our Board | 13 |
| Risk Oversight | 14 |
| Compensation of Directors | 15 |
| Director Stock Ownership Guidelines | 17 |
| Insider Trading Policy | 17 |
| Security Ownership of Directors and Management | 18 |
| 4. Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers | |
| Proposal Summary and Board Recommendation | 19 |
| Compensation Committee Report | 20 |
| Compensation Committee Interlocks and Insider Participation | 20 |
| 5. Compensation Discussion and Analysis | |
| Overview | 21 |
| Executive Summary | 21 |
| Compensation Program Design | 24 |
| 2024 Compensation Program | 27 |
| Stock Ownership Guidelines | 32 |
| Hedging and Pledging Policy | 32 |
| Executive Compensation Clawback Policy | 32 |
| Compensation-Related Risk Analysis | 33 |
| 2025 Review of Executive Incentives | 33 |
| 6. Executive Compensation Tables and Related Disclosure | |
| 2024 Summary Compensation Table | 34 |
| 2024 Grants of Plan-Based Awards Table | 35 |
| Outstanding Equity Awards at 2024 Fiscal Year-End Table | 36 |
| 2024 Option Exercises and Stock Vested Table | 37 |
| 2024 Nonqualified Deferred Compensation Table | 37 |
| Potential Payments Upon Termination or Change in Control | 38 |
| Employment Agreements | 39 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| Pay Versus Performance Table | 43 |
| 2024 Tabular List | 45 |
| Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results | 45 |
| 7. Proposal Three: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm | |
|---|---|
| Proposal Summary and Board Recommendation | 47 |
| Fees Paid to PricewaterhouseCoopers LLP | 47 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 48 |
| Auditor Independence | 48 |
| Audit Committee Report | 48 |
| 8. Corporate Governance and Other Matters | |
| Codes of Ethics | 49 |
| Reporting and Non-Retaliation Policy | 50 |
| Related-Party Transactions | 50 |
| Security Ownership of Certain Beneficial Owners | 51 |
| Delinquent Section 16(a) Reports | 51 |
| Shareholder Proposals for 2026 Annual Meeting of Shareholders | 51 |
| Householding | 52 |
| Other Matters | 52 |
| 9. Frequently Asked Questions | |
| Why am I being provided with these proxy materials? | 53 |
| Who is entitled to vote at the Annual Meeting? | 53 |
| Why did I receive a notice in the mail regarding the availability of proxy materials instead of a paper copy of the proxy materials? | 53 |
| Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials? | 53 |
| How do I attend and vote at the virtual Annual Meeting? | 53 |
| How many votes do I have? | 54 |
| How do I vote by proxy? | 54 |
| May I revoke my proxy? | 55 |
| Who is soliciting my proxy? | 55 |
| What constitutes a quorum? | 55 |
| What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting? | 56 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.