Saul Centers, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Saul Centers, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 17, 2024.</b>

AI Summary

SAUL CENTERS, INC. (BFS-PE) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Saul Centers, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024. The filing covers the period ending May 17, 2024. The company's fiscal year ends on December 31st. Saul Centers, Inc. is incorporated in Maryland (MD). The filing includes data related to equity awards granted and vested/unvested over the years 2020-2023.

Why It Matters

For investors and stakeholders tracking SAUL CENTERS, INC., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding upcoming proxy votes, including executive compensation and board nominations, allowing them to make informed decisions. The detailed breakdown of equity awards over multiple years (2020-2023) offers insight into the company's long-term incentive structures and potential dilution effects for shareholders.

Risk Assessment

Risk Level: low — SAUL CENTERS, INC. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard proxy information without immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation plans and vote on matters presented at the upcoming shareholder meeting.

Key Numbers

• 2024-04-02 — Filing Date (DEF 14A)
• 2024-05-17 — Period of Report (DEF 14A)
• 1231 — Fiscal Year End (Company data)
• 2020-2023 — Equity Award Data Years (Filing details)

Key Players & Entities

• SAUL CENTERS, INC. (company) — Filer
• BFS (company) — Ticker symbol
• DEF 14A (document) — Filing type
• 2024-04-02 (date) — Filing date
• 2024-05-17 (date) — Period of report
• 0000907254 (company) — Central Index Key
• 7501 WISCONSIN AVENUE (address) — Business address
• BETHESDA (location) — Business address city

FAQ

Industry Context

Saul Centers, Inc. operates as a Real Estate Investment Trust (REIT), focusing on owning, operating, and redeveloping shopping centers.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101, which governs the content of proxy statements.

What Investors Should Do

1. Review the executive compensation details presented in the DEF 14A.
2. Understand the proposals to be voted on at the shareholder meeting.
3. Assess the impact of equity awards on potential shareholder dilution.

Key Dates

• 2024-04-02: Filing of DEF 14A — Provides proxy information to shareholders.
• 2024-05-17: Period of Report End Date — Defines the reporting period for the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement. Specific comparative data from a previous filing is not detailed within this document excerpt.

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share ("Common Stock"), from 40 mil
• $49.41 — th a weighted average exercise price of $49.41 and a weighted average remaining term o
• $350,000 — as an outside director to no more than $350,000 per year, or in a year in which the out
• $500,000 — our Board of Directors to no more than $500,000. Modest Share Usage and Stockholder Di
• $100,000 — r all of our stock plans may not exceed $100,000. Stock options or portions thereof that

Filing Documents

• bfs-20240402.htm (DEF 14A) — 957KB
• bfs-20240402_g1.jpg (GRAPHIC) — 33KB
• bfs-20240402_g2.jpg (GRAPHIC) — 28KB
• bfs-20240402_g3.jpg (GRAPHIC) — 51KB
• bfs-20240402_g4.jpg (GRAPHIC) — 56KB
• bfs-20240402_g5.jpg (GRAPHIC) — 57KB
• bfs-20240402_g6.jpg (GRAPHIC) — 348KB
• bfs-20240402_g7.jpg (GRAPHIC) — 267KB
• 0000907254-24-000033.txt (&nbsp;) — 3565KB
• bfs-20240402.xsd (EX-101.SCH) — 3KB
• bfs-20240402_def.xml (EX-101.DEF) — 4KB
• bfs-20240402_lab.xml (EX-101.LAB) — 6KB
• bfs-20240402_pre.xml (EX-101.PRE) — 3KB
• bfs-20240402_htm.xml (XML) — 65KB

From the Filing

bfs-20240402 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x 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)). x Definitive Proxy Statement. Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12. Saul Centers, Inc. (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 the appropriate box): x No fee required. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Fee paid previously with preliminary materials. 7501 Wisconsin Avenue, Suite 1500E Bethesda, Maryland 20814-6522 (301) 986-6200 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 17, 2024 NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of SAUL CENTERS, INC., a Maryland corporation (the "Company"), will be held at 11:00 a.m. local time, on May 17, 2024, at the Hyatt Regency Bethesda, One Bethesda Metro Center, Bethesda, Maryland (at the southwest corner of the intersection of Wisconsin Avenue and Old Georgetown Road, adjacent to the Bethesda station on the Metro Red Line), for the following purposes: 1. To elect five directors to serve until the annual meeting of stockholders in 2027, or until their successors are duly elected and qualified. 2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. 3. To approve the Company's 2024 Stock Incentive Plan. 4. To approve an amendment to our charter to increase the number of authorized shares of common stock of the Company, par value $0.01 per share ("Common Stock"), from 40 million to 50 million shares and increase the number of authorized shares of excess stock, par value $0.01 per share, from 41 million to 51 million shares. 5. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. Common stockholders of record at the close of business on March 4, 2024, will be entitled to notice of and to vote at the annual meeting or at any adjournment thereof. Holders of depositary shares representing interests in preferred stock are not entitled to receive notice of, and to vote at, the annual meeting. Stockholders are cordially invited to attend the meeting in person. WHETHER OR NOT YOU NOW PLAN TO ATTEND THE MEETING, YOU ARE ASKED TO COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE PROXY CARD FOR WHICH A POSTAGE PAID RETURN ENVELOPE IS PROVIDED. If you decide to attend the meeting, you may revoke your proxy and vote your shares in person. It is important that your shares be voted. By Order of the Board of Directors Bettina T. Guevara Executive Vice President, Chief Legal and Administrative Officer, and Secretary April 2, 2024 Bethesda, Maryland IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2024 The 2024 Proxy Statement and 2023 Annual Report to Stockholders are available at www.saulcenters.com [This page intentionally left blank.] 7501 Wisconsin Avenue, Suite 1500E Bethesda, Maryland 20814-5522 (301) 986-6200 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS MAY 17, 2024 GENERAL This Proxy Statement is furnished by the Board of Directors (which we sometimes refer to as the "Board") of Saul Centers, Inc. (the "Company") in connection with the solicitation by the Board of Directors of proxies to be voted at the annual meeting of stockholders to be held on May 17, 2024, and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying notice of such meeting. All common stockholders of record at the close of business on March 4, 2024, will be entitled to vote. Any proxy, if received in time, properly signed and not revoked, will be voted at such meeting in accordance with the directions of the stockholder. If no directions are specified, the proxy will be voted for the proposals set forth in this Proxy Statement. Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. A proxy may be revoked (i) by delivery of a written statement to the Secretary of the Company stating that the proxy is revoked, (ii) by presentation at the annual meeting of a subsequent proxy executed by the person executing the prior proxy, or (iii) by attendance at the annual meeting and voting in person. Votes cast in person or by proxy at the annual meeting will be tabulated, and a determination will be made as to whether a quorum is present. The Company will treat abstentions as

View Full Filing

View this DEF 14A filing on SEC EDGAR