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): September 27, 2023

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Charter)

Maryland	001-36160	45-2433192
Delaware	333-256637-01	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 Principal Officers; Election of Directors; Appointment of Principal Officers

Executive Officer Promotions

On September 27, 2023, the Board of Directors (the “Board”) of Brixmor Property Group Inc. (the “Company”) promoted Angela M. Aman, currently the Company’s Executive Vice President, Chief Financial Officer and Treasurer, to the additional position of President and promoted Brian T. Finnegan, currently the Company’s Executive Vice President, Chief Revenue Officer, to the position of Senior Executive Vice President and Chief Operating Officer, each effective immediately. Ms. Aman, age 44, has served as the Company’s Executive Vice President, Chief Financial Officer and Treasurer since joining the Company in 2016. Mr. Finnegan, age 43, has served as the Company’s Executive Vice President, Chief Revenue Officer since February 2020, and has previously held a number of positions at the Company since 2006. James M. Taylor Jr., who previously served as Chief Executive Officer and President, will continue to serve as Chief Executive Officer.

Neither Ms. Aman nor Mr. Finnegan have any family relationship with any of the current officers or directors of the Company. There were no arrangements or understandings between Ms. Aman and any other person, or between Mr. Finnegan and any other person, pursuant to which Ms. Aman or Mr. Finnegan were promoted. Neither Ms. Aman nor Mr. Finnegan have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Agreement Amendments

In connection with Ms. Aman and Mr. Finnegan’s promotions, on September 27, 2023, the Company entered into amendments to the employment agreements of each of Ms. Aman (the “Aman Amendment”) and Mr. Finnegan, (the “Finnegan Amendment” and, together with the Aman Amendment, the “Amendments”). The Amendments update each of Ms. Aman and Mr. Finnegan’s titles, extend the term of the agreements to September 30, 2026 and increase the minimum amounts for each officer’s base salary and annual equity compensation levels. The Finnegan Amendment also adjusts his annual cash bonus percentage and revises the terms of the non-competition provision. The foregoing summary of the Amendments is qualified in its entirety by each of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

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

10.1	Third Amendment to Employment Agreement, dated September 27, 2023, by and between Brixmor Property Group Inc. and Angela M. Aman
10.2	First Amendment to Employment Agreement, dated September 27, 2023, by and between Brixmor Property Group Inc. and Brian T. Finnegan
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: September 29, 2023	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

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is effective this 27th day of September 2023 by and between Brixmor Property Group Inc. (the “Company”) and Angela Aman (“Executive”).

WHEREAS, Executive and the Company entered into an Employment Agreement dated April 26, 2016 (as thereafter amended, 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 further 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 September 30, 2026.

2.Section 2 (a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

a.“(a) During the Employment Term, Executive shall serve as the Company’s President, Chief Financial Officer and Treasurer. With respect to the role of Chief Financial Officer and Treasurer, Executive shall have such duties, functions, responsibilities and authority consistent with the duties, functions, responsibilities and authority of a chief financial officer and treasurer of a publicly-traded real investment trust and with respect to the role of President, Executive shall have such duties, functions, responsibilities and authority as shall be determined from time to time by the Chief Executive Officer of the Company. Executive shall report directly to the Chief Executive Officer of the Company.”

3.Section 3(a) of the Employment Agreement is hereby amended by inserting the figure $650,000 as the Base Salary.

4.The last sentence of Section 3(d) of the Employment Agreement is hereby amended by replacing “2017” with “2024” and “$1,500,000” with “$1,800,000”.

5.Section 5(d)(i)(B) of the Employment Agreement is hereby amended by deleting the words “from those described in Section 2 hereof” therefrom.

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

7.This Third 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.

8.This Third 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.

9.This Third 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, General

Counsel and Secretary

EXECUTIVE

/s/ Angela Aman

ANGELA AMAN

EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is effective this 27th day of September, 2023 (the “Effective Date”) by and between Brixmor Property Group Inc. (the “Company”) and Brian Finnegan (“Executive”).

WHEREAS, Executive and the Company entered into an Employment Agreement dated December 5, 2014 (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 further 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 September 30, 2026.

2.Section 2 (a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(a) During the Employment Term, Executive shall serve as the Company’s Senior Executive Vice President and Chief Operating Officer. In such position, Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties, functions, responsibilities and authority as shall be determined from time to time by the Chief Executive Officer of the Company.”

3.Section 3(a) of the Employment Agreement is hereby amended by inserting the figure $625,000 as the Base Salary.

4.Section 3(b) of the Employment Agreement is hereby amended by inserting the figures 75% (for threshold performance), 100% (for target performance) and 150% (for high performance).

5.A new Section 3(c) shall be inserted into the Employment Agreement as follows:

“(c) Annual Long Term Equity Compensation. Commencing in 2024, Executive shall receive annual equity compensation with a value at target performance levels equal to $1,750,000, which shall be in such form and subject to performance-

based and time-based vesting periods, conditions, timing of grant and other criteria consistent with grants to other senior executives as determined by the Compensation Committee from year to year.”

6.Section 5(d)(i)(B) of the Employment Agreement is hereby amended by deleting the words “from those described in Section 2 hereof” therefrom.

7.Section 6(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “(i) During the Employment Term and, for a period of one year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, directly or indirectly, own, manage, operate, control, consult with, be employed by or otherwise provide services to, or participate in the ownership, management, operation or control of any person or entity (“Person”) whose primary and principal business activity is the ownership, management and/or development of neighborhood and community shopping centers in the United States.”

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

9.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.

10.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.

11.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, General

Counsel and Secretary

EXECUTIVE

/s/ Brian Finnegan

BRIAN FINNEGAN

XML

Cover Page	Sep. 27, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 27, 2023
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	333-256637-01
Entity Tax Identification Number	80-0831163
Entity Emerging Growth Company	false