8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 2, 2021

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Charter)

Maryland	001-36160	45-2433192
Delaware	333-201464-01	80-0831163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 Lexington Avenue

New York, New York 10017

(Address of Principal Executive Offices, and Zip Code)

(212) 869-3000

(Registrant’s Telephone Number, Including Area Code)

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 Instructions A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).     

Brixmor Property Group Inc. Yes ☐ No ☑              Brixmor Operating Partnership LP Yes ☐ No ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

Brixmor Property Group Inc. ☐                     Brixmor Operating Partnership LP ☐

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

    On February 2, 2021, Brixmor Property Group Inc. (the “Company”) entered into an amendment to the employment agreement of James M. Taylor, the Company’s Chief Executive Officer and President (the “Amendment”), to extend the term of his employment from May 20, 2021 to May 20, 2026. The Amendment also increases the minimum amounts for Mr. Taylor’s base salary, annual cash bonus payout percentages and annual equity compensation levels. The foregoing description is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d) The following exhibits are attached to this Current Report on Form 8-K

10.1	First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group and James M. Taylor
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 4, 2021	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 Inc., its sole member
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President,
		General Counsel and Secretary

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is effective this 2nd day of February 2021 by and between Brixmor Property Group Inc. (the “Company”) and James Taylor (“Executive”).

WHEREAS, Executive and the Company entered into an Employment Agreement dated April 12, 2016 (the “Employment Agreement”);

WHEREAS, Executive and the Company desire Executive’s continued employment with the Company under certain amended terms and conditions as set forth herein; and

WHEREAS, the parties now desire to amend the Employment Agreement accordingly.

NOW, THEREFORE, in consideration of the premises above, the parties hereto agree as follows:

1.Section 1 of the Employment Agreement is hereby amended such that the Employment Term (as defined in the Employment Agreement) shall now end on May 20, 2026.

2.Section 3(a) of the Employment Agreement is hereby amended by replacing the figure $800,000 with the figure $1,000,000 in both places where such figure appears in Section 3(a).

3.Section 3(b) of the Employment Agreement is hereby amended by replacing the figure 100% with the figure 131.25%, the figure 125% with the figure 175% and the figure 200% with the figure 225%.

4.The last sentence of Section 3(e) of the Employment Agreement is hereby amended by replacing “2017” with “2021” and the figure $3,000,000 with the phrase “not less than $4,000,000”.

5.Except as otherwise provided herein, all other provisions of the Employment Agreement shall remain in effect.

6.This Amendment and the Employment Agreement (other than as amended above) constitute the entire agreement between the parties on the subject of Executive’s employment with the Company.

7.This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

8.This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

BRIXMOR PROPERTY GROUP INC.

/s/ Steven F. Siegel

By: Steven F. Siegel

Title: Executive Vice President

EXECUTIVE

/s/ James Taylor

James Taylor

XML

Cover Page	Feb. 02, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 02, 2021
Entity Registrant Name	Brixmor Property Group Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36160
Entity Tax Identification Number	45-2433192
Entity Address, Address Line One	450 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	869-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BRX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001581068
Amendment Flag	false
Brixmor Operating Partnership LP
Entity Information [Line Items]
Entity Registrant Name	Brixmor Operating Partnership LP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-201464-01
Entity Tax Identification Number	80-0831163
Entity Emerging Growth Company	false