SITE Centers Corp. 8-K

What Happened

• SITE Centers Corp. held its annual meeting of shareholders on May 13, 2026 and filed an 8-K on May 14, 2026 reporting the final vote results. Five directors were elected to three-year terms: Gary N. Boston, John M. Cattonar, Cynthia Foster Curry, David R. Lukes and Dawn M. Sweeney. Shareholders approved two amendments to the company’s Amended and Restated Code of Regulations (one to increase director terms to three years and one to replace the existing majority-voting quorum requirement), approved the shareholder advisory “say-on-pay” vote, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026. The report was signed by Aaron M. Kitlowski, EVP, General Counsel and Secretary.

Key Details

• Director election vote totals (For / Against / Abstain / Broker Non-Votes):
  • Gary N. Boston: 41,842,891 / 548,262 / 56,183 / 5,254,800
  • John M. Cattonar: 37,773,374 / 4,617,772 / 56,190 / 5,254,800
  • Cynthia Foster Curry: 41,580,926 / 810,270 / 56,140 / 5,254,800
  • David R. Lukes: 40,839,420 / 1,551,817 / 56,099 / 5,254,800
  • Dawn M. Sweeney: 41,814,607 / 576,673 / 56,056 / 5,254,800
• Governance amendments approved:
  • Increase director terms to three years: For 40,611,805; Against 1,811,507; Abstain 24,024; Broker Non-Votes 5,254,800.
  • Replace existing majority-voting quorum requirement: For 42,317,872; Against 116,239; Abstain 13,225; Broker Non-Votes 5,254,800.
• Advisory “say-on-pay” approved: For 42,228,847; Against 188,058; Abstain 30,431; Broker Non-Votes 5,254,800.
• Auditor ratification (PwC) approved: For 47,247,454; Against 440,953; Abstain 13,729.

Why It Matters

• The election results and approved charter amendments change SITE Centers’ governance structure (notably longer three‑year director terms and a revised quorum rule), which affects board continuity and how future votes will be conducted.
• The advisory approval of executive compensation signals shareholder support for the company’s pay practices at this meeting.
• Ratifying PwC confirms continuity of the company’s independent auditor for fiscal 2026.
• The presence of roughly 5.25 million broker non‑votes on several matters indicates a portion of shares were not voted by brokers, which can affect vote totals for certain proposals.