UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934

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DDR CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Beachwood, Ohio       May 3, 2013

Additional Information Regarding Proposal to

Permit the Board to Amend the Code of

Regulations

Shareholders of DDR Corp. should read DDR’s definitive proxy statement for its 2013 Annual Meeting of Shareholders because it contains

important information.  Shareholders may obtain DDR’s 2013 definitive proxy statement and 2012 Annual Report for free at

www.proxydocs.com/ddr. This document may be deemed “soliciting material”

within the meaning of the rules and regulations of the Securities

and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended.

Executive Summary

Summary of Proposal

Today

–

formal

shareholder

approval

is

required

for

all

changes

to

the

Code

of

Regulations

–

even routine housekeeping changes.

If

the

proposal

is

approved

–

the

Board

may

amend

the

Code

of

Regulations,

subject

to

safeguards of shareholder rights imposed by Ohio law.

Why did DDR propose the change?

`

Significant expected savings of cost, time and focus of management if the Board is authorized to

make routine changes to the Code of Regulations.

Sample routine changes include:

Reflect changes to the corporate name, such as our name change from  Developers

Diversified Realty Corporation to DDR Corp.;

Update to gender neutral references; and

Remove

expired

provisions

or

other

provisions

that

are

no

longer

applicable.

Shareholder rights would still be protected

Ohio law prohibits the Board from making many types of amendments to the code of regulations

without shareholder approval.

Shareholders will still retain the absolute right to adopt, amend and repeal the code of regulations.

Why vote for the proposal?

Conserve corporate resources.

Modernize governance structure and bring DDR into closer alignment with the majority of public

companies (“level the playing field”) and consistent with the laws of Delaware and other states.

2

Modernize

DDR’s

governance

structure

conform

the

Code

of

Regulations

to

recent

changes

in

Ohio law.

–

At the 2013 Annual Meeting, DDR shareholders will have the opportunity to authorize

the Board of Directors to make certain amendments to DDR’s Code of Regulations.

Historically, Ohio law provided that a corporation’s code of regulations could be

amended only with shareholder approval.  However, relatively recent changes to Ohio

law permit a board of directors to adopt certain changes to the code of regulations if

authorized by the corporation’s governing documents.

Permitted

Board

amendments

include

ministerial

changes

and

other

updates.

I.  Background

3

DDR’s Code of Regulations currently permits only shareholders to adopt amendments to

the Code.

This has the effect of forcing DDR to go through the time-consuming and expensive

process of seeking shareholder approval for any routine changes to the Code of

Regulations that are required for corporate housekeeping.

Sample routine changes include:

Reflect changes to the corporate name, such as our name change from Developers Diversified Realty Corporation

to DDR Corp.;

Update to gender neutral references; and

Remove

expired

provisions

or

other

provisions

that

are

no

longer

applicable.

Adopting the proposed amendment to DDR’s Code of Regulations would enable DDR to

avoid expenses and delays in the future.

Even ISS recognizes the benefits of authorizing Board amendments, observing that: “The

company would be well-served by the efficiency that would be provided by authorizing

the board to make ministerial and housekeeping changes to the bylaws …

.”

II.  Proposal

4

Ohio law imposes substantial limitations on the amendments that may be adopted

without shareholder approval. 

If the proposal is approved, DDR's Board of Directors would still be prohibited from

amending the Code of Regulations to effect changes in certain areas deemed by the

Ohio legislature to be important substantive shareholder rights,

such as to:

Specify the percentage of shares a shareholder must hold in order to call a special meeting;

Specify

the

length

of

the

time

period

required

for

notice

of

a

shareholders’

meeting;

Specify that shares that have not yet been fully paid can have voting rights;

Specify

requirements

for

a

quorum

at

a

shareholders’

meeting;

Prohibit shareholder or director actions from being authorized or taken without a meeting;

Define terms of office for directors or provide for classification of directors;

Require greater than a majority vote of shareholders to remove directors without cause;

Establish

requirements

for

a

quorum

at

directors’

meetings,

or

specify

the

required

vote

for

an

action

of

the

directors;

Delegate

authority

to

committees

of

the

board

to

adopt,

amend

or

repeal

regulations;

and

Remove the requirement that a control share acquisition of an issuing public corporation be approved by

shareholders of the acquired corporation.

Furthermore,

Ohio

law

provides

that

shareholders

will

still

retain

the

absolute

right to adopt, amend and repeal the Code of Regulations.

III.  Shareholder Protections

5

Shareholders also would be entitled to receive notice of any Code of

Regulations amendment adopted by the Board.

ISS recognizes that shareholders would still be protected: “The legal

safeguards preserved under Ohio law are significant …

.”

Glass Lewis agrees with ISS: “We recognize that under the Ohio Revised Code

amendments affecting changes in several important substantive shareholder

rights would be prohibited …

.”

By approving the proposed amendment, DDR shareholders would enjoy

the protections of Ohio law while enabling DDR to conserve corporate

resources rather than expend these costs to secure shareholder approval

of routine amendments and housekeeping updates.

6

The proposed amendment would bring DDR closer in line with many public

companies formed in other jurisdictions—including Delaware, home to more

than 50% of U.S. publicly traded companies and 64% of the Fortune 500.¹

The General Corporation Law of the Sate of Delaware permits companies to

authorize boards of directors to amend corporate bylaws  (which are the

Delaware equivalent of Ohio corporate regulations).

Furthermore, the Model Business Corporation Act (promulgated by the

American Bar Association and followed by many U.S. jurisdictions) permits

directors to amend bylaws unless otherwise prohibited by a corporation’s

articles of incorporation or express shareholder action.

If the proposed amendment is approved, DDR shareholders would still have

more protections than shareholders of Delaware and Model Business

Corporation Act companies:

Ohio law safeguards shareholder rights by imposing specific limits on board authority to adopt

amendments and shareholders retain the absolute right to amend and repeal the code of

regulations.

The General Corporation Law of the State of Delaware imposes no limits on authority to amend

bylaws if such authority is conferred on the board of directors in a corporation’s certificate of

incorporation.

Under the Model Business Corporation Act, if generally authorized to adopt amendments in the

articles of incorporation, the board of directors may adopt any amendment to the bylaws unless

prohibited by express shareholder action.

1. Source: State of Delaware, Division of Corporations, “About Agency.”

Available at http://www.corp.delaware.gov/aboutagency.shtml.

IV.

The Proposal is Consistent with Delaware Law and Other

Jurisdictions

7