Saul Centers Files Proxy Materials

TL;DR

Saul Centers filed proxy docs for 2023 annual meeting. Shareholders vote soon.

AI Summary

Saul Centers, Inc. filed a Definitive Additional Materials proxy statement on May 15, 2024, related to its annual meeting. The filing concerns the company's proxy materials for the fiscal year ending December 31, 2023, and is governed by the 1934 Act.

Why It Matters

This filing is important for shareholders as it contains information about the company's governance and matters to be voted on at the annual meeting, impacting their investment.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Numbers

• 2023 — Fiscal Year End (The proxy statement covers the fiscal year ending December 31, 2023.)

Key Players & Entities

• SAUL CENTERS, INC. (company) — Registrant
• 0000907254-24-000046 (filing_id) — Accession Number
• 20240515 (date) — Filing Date
• 1934 Act (regulation) — Governing Act

FAQ

Filing Documents

• bfs-20240515.htm (DEFA14A) — 30KB
• 0000907254-24-000046.txt ( ) — 154KB
• bfs-20240515.xsd (EX-101.SCH) — 1KB
• bfs-20240515_htm.xml (XML) — 1KB

From the Filing

bfs-20240515 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)). Definitive Proxy Statement. x 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. SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2024 This Supplement dated May 15, 2024 (this "Supplement") amends and supplements the definitive proxy statement of Saul Centers, Inc. (the "Company") dated April 2, 2024 (the "Proxy Statement") and is being furnished to the stockholders in connection with the solicitation of proxies by the Board of Directors (the "Board") of the Company for use at the Annual Meeting of Stockholders to be held on May 17, 2024 (the "Annual Meeting"). THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT . As described in the Proxy Statement, on September 21, 2023, the Board unanimously adopted, subject to approval by our stockholders, the Saul Centers, Inc. 2024 Stock Incentive Plan (the "Plan"). Upon recommendation of the Compensation Committee of the Board, on May 15, 2024, the Board approved an amendment to the Plan to provide that repricings and cash buyouts of Awards are subject to approval of stockholders of the Company. The full text of the Plan amendment is attached hereto as Appendix A (changes from the Plan are underlined). The Board of Directors reaffirms its unanimous recommendation that you vote "FOR" Proposal 3 to approve the Company's 2024 Stock Incentive Plan. Your vote is important to us . Additional information regarding how to vote your shares, or revoke your proxy or voting instructions, is available in the Company's Proxy Statement. If you already voted FOR the approval of the Plan, you do not need to take any action in order to maintain your vote FOR this proposal as revised. If you have already returned your proxy voting form or provided voting instructions, you may change your vote by executing and returning to the Company a later-dated proxy or voting instruction card, by submitting a later-dated electronic vote through the Internet voting site or vote by phone, or in person at the Annual Meeting. The cut-off date for electronic voting is 11:59 p.m., Eastern Time, Thursday, May 16, 2024. Appendix A First Amendment to Saul Centers, Inc. 2024 Stock Incentive Plan FIRST AMENDMENT TO SAUL CENTERS, INC. 2024 STOCK INCENTIVE PLAN This First Amendment (this " Amendment ") to the Saul Centers, Inc. 2024 Stock Incentive Plan (the " Plan "), is dated as of May 15, 2024. Unless otherwise specifically defined herein, each capitalized term used herein shall have the meaning afforded such term under the Plan. WHEREAS , the Board of Directors (the " Board ") of Saul Centers, Inc., a Maryland corporation (the " Company "), previously adopted the Plan; WHEREAS , pursuant to Section 22(b) of the Plan, the Board may amend the Plan at any time; and WHEREAS , the Board believes that it is in the best interests of the Company and its stockholders to amend the Plan to provide that repricings and cash buyouts of Awards are subject to approval of stockholders of the Company. NOW, THEREFORE , the Plan is hereby amended as follows: 1. Section 7(i) of the Plan is hereby deleted in its entirety and replaced with the following: " Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Committee may modify, extend, or renew outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares or for cash ; provided, however, that other than in connection with an adjustment of Awards pursuant to Section 12, the Committee may not modify outstanding Options to lower the Exercise Price nor may the Committee assume or accept the cancellation of outstanding Options in return for cash or the grant of new Awards when the Exercise Price is greater than the Fair Market Value of the Shares covered by such Options, unless such action has been approved b

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View this DEFA14A filing on SEC EDGAR