UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Urstadt Biddle Properties Inc. (“Urstadt Biddle”) held a Special Meeting of Stockholders on August 16, 2023 (the “Special Meeting”). At the close of business on July 6, 2023, the record date for the Special Meeting, there were 10,358,591 outstanding shares of Urstadt Biddle common stock, par value $0.01 per share (“UB common stock”) and 28,972,016 outstanding shares of Urstadt Biddle Class A common stock, par value $0.01 per share (“UB Class A common stock”) entitled to vote. The following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is described in greater detail in Urstadt Biddle’s definitive proxy statement, which also constitutes a prospectus of Regency Centers Corporation (“Regency”), filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2023 (as amended and supplemented by Urstadt Biddle in its Current Report on Form 8-K filed with the SEC on August 8, 2023).
| 1. | Merger Proposal. To approve, pursuant to the Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency, Hercules Merger Sub, LLC, a wholly owned subsidiary of Regency (“Merger Sub”), Urstadt Biddle, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), the mergers of (i) UB Sub II with an into Urstadt Biddle, with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I (the “first merger”), and (ii) following the first merger, UB Sub I with and into Merger Sub, with Merger Sub surviving the second merger as a wholly owned subsidiary of Regency (the “second merger” and together with the first merger, the “mergers”), and the other transactions contemplated by the merger agreement. |
| For |
Against |
Abstain | ||
| 10,026,048 |
29,910 |
8,843 |
| 2. | Compensation Proposal. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle’s named executive officers that is based on or otherwise relates to the mergers. |
| For |
Against |
Abstain | ||
| 9,117,270 |
922,413 |
25,118 |
| 3. | Adjournment Proposal. To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal. |
| For |
Against |
Abstain | ||
| 9,887,328 |
167,138 |
10,335 |
Because none of the proposals were “routine” matters, there could be no broker non-votes occurring in connection with these proposals at the Special Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2023
| URSTADT BIDDLE PROPERTIES INC. (Registrant) |
| /s/ John T. Hayes |
| John T. Hayes |
| Senior Vice President & Chief Financial Officer |