SITE Centers Corp.
For the period ended May 13, 2026. Filed Mar 31, 2026.
View on SEC.govAbout 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 13, 2026 · Filed Mar 31, 2026
Contents
1. Proxy Statement Summary
- Proxy Statement Summary
This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.
2026 Annual Meeting of Shareholders
| Date and Time: | Wednesday, May 13, 2026 at 9:00 a.m. Eastern Time |
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| Location: | SITE Centers Corp. (“we,” “our,” “us,” the “Company” or “SITE Centers”) will hold its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting” or the “Annual Meeting”) in a virtual meeting format via the internet at www.meetnow.global/M4FHMTJ. You will not be able to attend the Annual Meeting in person. For more information on how to attend and vote at the Annual Meeting, see “Frequently Asked Questions—How do I attend and vote at the virtual Annual Meeting?” on page 41 of this Proxy Statement. |
| Record Date: | March 16, 2026 (the “Record Date”) |
| Mail Date: | We began making our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report” or the “Annual Report”), available on or about March 31, 2026 to all shareholders of record entitled to vote. |
Voting Matters and Board Recommendations
| MATTER · PAGE · BOARD RECOMMENDATION | |||
|---|---|---|---|
| Proposal 1: | Election of five Directors | 6 | For each Director nominee |
| Proposal 2: | Approval of an amendment to the Company’s Amended and Restated Code of Regulations to increase Director terms to three years | 16 | For |
| Proposal 3: | Approval of an amendment to the Company’s Amended and Restated Code of Regulations to replace the existing majority voting power quorum requirement | 17 | For |
| Proposal 4: | Approval, on an advisory basis, of the compensation of the Company’s named executive officers | 18 | For |
| Proposal 5: | Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm | 35 | For |
| SITE Centers Corp. ï 2026 Proxy Statement | 1 |
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How to Vote
Shareholders of record (i.e., shareholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:
By Internet: To submit a proxy over the internet, go to www.investorvote.com/sitc and follow the instructions on how to complete an electronic proxy. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.
By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.
By Mail: If you received a full paper set of proxy materials, date and sign your proxy card and mail it in the enclosed, postage-paid envelope. You do not need to mail the proxy card if you are submitting your proxy by internet or telephone.
At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/M4FHMTJ. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.
Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare atlegalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 8, 2026. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go towww.meetnow.global/M4FHMTJ and enter your control number.
Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.
Internet Availability of Proxy Materials
SEC rules permit us to furnish proxy materials, including this Proxy Statement and our 2025 Annual Report, to our shareholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, on or about March 31, 2026, we are sending the Notice of Internet Availability of Proxy Materials to our shareholders of record as of the close of business on the Record Date. Shareholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct shareholders as to how they may access and review proxy materials on the internet. Shareholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials.
| 2 | SITE Centers Corp. ï 2026 Proxy Statement |
2026 Director Nominees
| CURRENT COMMITTEE MEMBERSHIPS | ||||||
|---|---|---|---|---|---|---|
| DIRECTOR NAME | AGE | SINCE | INDEPENDENT | AUDIT | COMPENSATION | NOMINATINGANDCORPORATEGOVERNANCE |
| Gary N. Boston | 57 | 2024 | Yes | Chair | ✔ | ✔ |
| John M. Cattonar | 44 | 2024 | No | |||
| Cynthia Foster Curry | 63 | 2024 | Yes | ✔ | ✔ | Chair |
| David R. Lukes | 56 | 2017 | No | |||
| Dawn M. Sweeney* | 66 | 2018 | Yes | ✔ | Chair | ✔ |
| * | Chair of the Board |
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Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of Directors that collectively possess the skills and expertise to provide effective oversight of management and the execution of the Company’s strategy. Two of our Director nominees are women and one of our Director nominees is a member of an underrepresented community, which the Company defines as someone who self-identifies as Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaskan Native, or a member of the LGBTQIA+ community. The average age of our Director nominees is 57 years and the average tenure of our Director nominees is five years.
2025 Performance Highlights
In 2025, the Company sold 14 wholly-owned properties for an aggregate gross sales price of approximately $752.5 million, repaid approximately $306.8 million of consolidated mortgage debt and returned approximately $355.7 million to shareholders ($6.75 per share) through special dividends. In recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize the value of its remaining joint venture investments.
As of March 30, 2026, the Company had sold two additional wholly-owned properties and its interest in one joint venture property during 2026 for approximately $95.3 million in the aggregate, leaving the Company with six wholly-owned shopping centers, a 20% interest in a joint venture that owned ten shopping centers, and our corporate headquarters in Beachwood, Ohio.
| SITE Centers Corp. ï 2026 Proxy Statement | 3 |
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Corporate Governance Highlights
We remain committed to high standards of corporate governance, which we believe promote management of the Company for the benefit of our stakeholders as it pursues its disposition strategy.
| Director Elections | • Annual election of all Directors (subject to Proposal Two) • Majority voting for Directors in uncontested elections (subject to Director resignation policy) |
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| Board Practices | • Separate independent Chair of the Board and Chief Executive Officer (“CEO”) • Significant Board oversight of business strategy and its execution • Regular executive sessions of independent Directors • Annual executive officer succession planning discussions • Anti-overboarding policy limiting service on other public company boards • Mandatory Director retirement age (76 years) • Annual Director review of enterprise risk assessment • No ability to classify the Board without shareholder consent |
| Shareholder Rights | • Proxy access (3% ownership, three years, greater of two nominees or 20% of Board) • Ability to amend Articles of Incorporation and Amended and Restated Code of Regulations by majority vote • Ability to call special meetings (25% of voting power) • Ability to act by unanimous written consent |
| Other Policies | • Prohibition on pledging, hedging and other derivative transactions in Company securities by Directors and officers |
Compensation Practices
On October 1, 2024, the Company completed thespin-off of Curbline Properties Corp. (“Curbline Properties”), the first publicly traded REIT focused on the convenience property sector. In connection with thespin-off, the employment of Mr. Lukes, the Company’s CEO, and Mr. Cattonar, the Company’s Chief Investment Officer (“CIO”), was transferred to Curbline Properties and the Company entered into a shared services agreement with Curbline Properties and its affiliates (the “Shared Services Agreement”). Pursuant to the terms of the Shared Services Agreement, Curbline Properties and its affiliates are responsible for (1) providing the Company with leadership and management services, including a CEO and a CIO, and (2) making all compensation determinations for and payments to any CEO and CIO provided to the Company by Curbline Properties. Under this arrangement, since thespin-off of Curbline Properties, Messrs. Lukes and Cattonar have continued to serve as our CEO and CIO, respectively; however, they are not employed by the Company, and the Company is not obligated to provide any direct or indirect compensation for their service as our CEO or CIO. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.
The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely Gerald R. Morgan, our Chief Financial Officer (“CFO”), and Aaron M. Kitlowski, our General Counsel), and the Compensation Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.
| 4 | SITE Centers Corp. ï 2026 Proxy Statement |
2025 Executive Compensation
The table below summarizes 2025 compensation awarded or paid by the Company to our named executive officers as reported in the 2025 Summary Compensation Table included in this Proxy Statement. Historically, our Compensation Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to market a significant number of properties for sale during 2025 and the inability to forecast the timing and impact of these sales on the Company’s financial results and operating metrics, the Compensation Committee determined in early 2025 that payouts to the Company’s employed executives under the 2025 annual incentive compensation program would be based entirely on the Compensation Committee’syear-end qualitative assessment of their performance (subject to the terms set forth in each executive’s employment agreement).
In February 2026, based on a qualitative assessment of their performance during 2025, the Compensation Committee approved incentive compensation payouts for Messrs. Morgan and Kitlowski of $300,000 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements.
For more details on 2025 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 20 of this Proxy Statement and the 2025 Summary Compensation Table on page 26 of this Proxy Statement.
| SITE CENTERS COMPENSATION | |||||||
|---|---|---|---|---|---|---|---|
| NAMED EXECUTIVE OFFICER | POSITION | SALARY | BONUS | STOCKAWARDS | NON-EQUITYINCENTIVE PLANCOMPENSATION | ALL OTHERCOMPENSATION | TOTAL |
| David R. Lukes | President and CEO | $0 | $ 0 | $0 | $0 | $ 0 | $0 |
| Gerald R. Morgan | EVP and CFO | $500,000 | $300,000 | $0 | $0 | $12,000 | $812,000 |
| John M. Cattonar | EVP and CIO | $0 | $ 0 | $0 | $0 | $ 0 | $0 |
| Aaron M. Kitlowski | EVP and GC | $450,000 | $675,000 | $0 | $0 | $35,250 | $1,160,250 |
| SITE Centers Corp. ï 2026 Proxy Statement | 5 |
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