8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2013

RETAIL PROPERTIES OF AMERICA, INC.

(exact name of registrant as specified in charter)

Maryland	001-35481	42-1579325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2021 Spring Road, Suite 200, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 218-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2013, the Board of Directors (the “Board”) of Retail Properties of America, Inc. (the “Company”) increased the number of directors comprising the Board from eight to nine and appointed Thomas J. Sargeant, chief financial officer of AvalonBay Communities, Inc., as a Director of the Company to serve until the Company’s 2013 annual meeting of stockholders. The Board also appointed Mr. Sargeant to its Audit Committee.

In connection with Mr. Sargeant’s appointment to the Board, the Company and Mr. Sargeant entered into an indemnification agreement in substantially the same form as the Company has entered into with each of the Company’s existing directors. The indemnification agreement requires, among other matters, that the Company indemnify and advance expenses to Mr. Sargeant to the fullest extent permitted by Maryland law for all expenses and liabilities arising out of any proceeding involving Mr. Sargeant by reason of his service as a member of the Board.

A copy of the press release announcing Mr. Sargeant’s appointment is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following Exhibit is included with this Report:

99.1 Press Release of Retail Properties of America, Inc. dated June 14, 2013.

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, thereunto duly authorized.

	RETAIL PROPERTIES OF AMERICA, INC. (Registrant)
Date: June 14, 2013	By:	/s/ Dennis K. Holland
		Dennis K. Holland
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Retail Properties of America, Inc. dated June 14, 2013

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Retail Properties of America, Inc. Appoints Thomas J. Sargeant to Board of Directors

Oak Brook, IL – June 14, 2013 – Retail Properties of America, Inc. (NYSE: RPAI) today announced the appointment of Thomas J. Sargeant, chief financial officer of AvalonBay Communities, to its Board of Directors, effective immediately. With the appointment, the RPAI Board now consists of nine directors. Mr. Sargeant has also been appointed to the Audit Committee.

“We are delighted to welcome a real estate and financial professional of Tom’s caliber to the Board of Directors,” said Steve Grimes, president and chief executive officer of RPAI. “Tom is a highly qualified and experienced individual who brings to RPAI deep financial knowledge and extensive capital markets experience. We look forward to benefiting from his perspectives and valuable insights as we continue to execute on our strategic plans.”

About Tom Sargeant

Mr. Sargeant is chief financial officer of AvalonBay Communities, Inc., an S&P 500 listed company where he is responsible for all of the financial operations of the company, including capital markets/finance, financial reporting and financial services. Prior to Avalon’s formation, Mr. Sargeant served as Group Financial Officer for the Northeast Group, the Mid-Atlantic Group and the Midwest Group of Trammell Crow Residential. He was also responsible for financial services operations. Mr. Sargeant joined Trammell Crow Residential in 1986 as Controller and was promoted to Chief Financial Officer in 1989 and to Group Financial Officer in 1992. Prior to joining Trammell Crow Residential, Mr. Sargeant was with Arthur Andersen & Co., where he specialized in the construction and real estate industries, serving both private and publicly held clients. Mr. Sargeant, a certified public accountant, is a magna cum laude graduate of the University of South Carolina where he was elected to Phi Beta Kappa and the Honors College.

About Retail Properties of America, Inc.

Retail Properties of America, Inc. is a fully integrated, self-administered and self-managed real estate investment trust that owns and operates high quality, strategically located shopping centers across 35 states. The Company is one of the largest owners and operators of shopping centers in the United States. The Company is publicly traded on the New York Stock Exchange under the ticker symbol RPAI. Additional information about the Company is available at www.rpai.com.

Contact: Michael Fitzmaurice

Vice President, Finance

800.541.7661

fitzmaurice@rpai.com