Brixmor Property Group Inc. Elects New Directors, Updates Executive Pay

TL;DR

BRX adds 2 directors, updates exec pay. Board shakeup incoming.

AI Summary

Brixmor Property Group Inc. announced on July 24, 2024, changes to its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Mark E. Johnson and David J. Millhouse, to its Board, effective immediately. Additionally, the company entered into new employment agreements with certain named executive officers, which include details on their compensation.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Brixmor Property Group Inc. (company) — Filer
• Mark E. Johnson (person) — Newly elected director
• David J. Millhouse (person) — Newly elected director
• Brixmor Operating Partnership LP (company) — Related entity

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share BRX New York Stock Exchange
• $650,000 — sh the minimum amount of base salary at $650,000 for Mr. Finnegan and $475,000 for Mr. G
• $475,000 — salary at $650,000 for Mr. Finnegan and $475,000 for Mr. Gallagher, set annual cash bonu
• $1,800,000 — level for annual equity compensation at $1,800,000 for Mr. Finnegan and $800,000 for Mr. G
• $800,000 — tion at $1,800,000 for Mr. Finnegan and $800,000 for Mr. Gallagher, commencing with the

Filing Documents

• brx-20240724.htm (8-K) — 48KB
• brx-20240724ex31.htm (EX-3.1) — 208KB
• brx-20240724ex101.htm (EX-10.1) — 106KB
• brx-20240724ex102.htm (EX-10.2) — 105KB
• 0001581068-24-000035.txt ( ) — 721KB
• brx-20240724.xsd (EX-101.SCH) — 3KB
• brx-20240724_def.xml (EX-101.DEF) — 15KB
• brx-20240724_lab.xml (EX-101.LAB) — 27KB
• brx-20240724_pre.xml (EX-101.PRE) — 16KB
• brx-20240724_htm.xml (XML) — 4KB

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Executive Promotions On July 24, 2024, the Board of Directors (the "Board") of Brixmor Property Group Inc. (the "Company") promoted (i) Brian T. Finnegan, currently the Company's Senior Executive Vice President and Chief Operating Officer, to President and Chief Operating Officer, (ii) Steven T. Gallagher, currently the Company's Senior Vice President, Chief Accounting Officer, and interim Chief Financial Officer and Treasurer, to Executive Vice President, Chief Financial Officer and Treasurer, (iii) Kevin Brydzinski, currently the Company's Senior Vice President, Corporate Accounting & Reporting, to Senior Vice President, Chief Accounting Officer and (iv) Helane G. Stein, currently the Company's Senior Vice President, Chief Information Officer, to Executive Vice President, Chief Information Officer, each of such promotions to be effective immediately. James M. Taylor Jr. will continue to serve as the Company's Chief Executive Officer. Mr. Finnegan, age 43, has served as the Company's Senior Executive Vice President and Chief Operating Officer since September 2023 and previously served as the Company's interim Chief Executive Officer and President from April 2024 to May 2024, Executive Vice President, Chief Revenue Officer from February 2020 until September 2023, and has held various other positions at the Company since 2006. Mr. Gallagher, age 42, has served as the Company's Senior Vice President, Chief Accounting Officer since March 2017 and interim Chief Financial Officer and Treasurer since January 2024. Mr. Brydzinski, age 40, has served as the Company's Senior Vice President, Corporate Accounting & Reporting since March 2018 and has held various other positions at the Company since 2013. Ms. Stein, age 57, has served as the Company's Senior Vice President, Chief Information Officer since 2015. Neither Messrs. Finnegan, Gallagher or Bry

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On July 24, 2024, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved amended and restated bylaws (the "Bylaws"), effective July 24, 2024, that, among other things: address issues related to recent rules of the U.S. Securities and Exchange Commission that require the use of universal proxy cards, including requiring stockholders to comply with the procedural requirements set forth in such rules, limiting the number of nominees proposed by a stockholder to the total number of directors to be elected at the meeting, clarifying that no substitute nominees are allowed after the expiration of the deadline for submitting nominees under the Bylaws, requiring that nominating stockholders update submissions relating to nominees so that they are true and correct, and clarifying that defective stockholder nominations and proposals shall be disregarded; and update the Bylaws to conform to Maryland law changes related to holding virtual meetings of stockholders. The foregoing summary of the Bylaws is qualified in its entirety by the full text thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) The following exhibits are attached to this Current Report on Form 8-K 3.1 Third Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of July 24, 2024 10.1 Amended and Restated Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc. and Brian T. Finnegan 10.2 Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc. and Steven T. Gallagher 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Date: July 30, 2024 BRIXMOR PROPERTY GROUP INC. By: /s/ Steven F. Siegel Name: Steven F. Siegel Title: Executive Vice President, General Counsel and Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary LLC, its sole member By: /s/ Steven F. Siegel Name: Steven F. Siegel Title: Executive Vice President, General Counsel and Secretary