DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

REGENCY CENTERS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of 2025 Annual Meeting of Shareholders

To Our Shareholders:

Notice is hereby given that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Regency Centers Corporation will be held exclusively online at www.virtualshareholdermeeting.com/REG2025 on Wednesday, May 7, 2025, beginning at 8:00 A.M., Eastern Time.

The meeting will be held for the following purposes:

1.	To elect as directors the 11 nominees named in the attached proxy statement, to serve until the 2026 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

2.	To approve, in a non-binding vote, an advisory resolution approving the company’s executive compensation for fiscal year 2024.

3.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

4.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The accompanying proxy statement more fully describes these matters.

Shareholders of record at the close of business on March 14, 2025 will be entitled to notice of the Annual Meeting and any adjournments or postponements thereof, and to vote on the matters above.

The Annual Meeting will be virtual-only and held exclusively online. The platform for the virtual Annual Meeting includes functionality that affords authenticated shareholders comparable meeting participation rights and opportunities as they would have at an in-person meeting. Instructions to access and log-in to the virtual Annual Meeting are provided under “What are the procedures for attending and participating in the virtual Annual Meeting?” on page 57 in the accompanying proxy statement.

By Order of the Board of Directors,

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Michael R. Herman

Senior Vice President,

General Counsel and Secretary

Dated: March 26, 2025

2025 ANNUAL MEETING INFORMATION:


DATE:		Wednesday, May 7, 2025

TIME:		8:00 A.M., Eastern Time

The Annual Meeting will be exclusively online at www.virtualshareholdermeeting.com/REG2025.

You are eligible to vote if you were a shareholder of record at the close of business on March 14, 2025.

HOW TO VOTE:

Your vote is important. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares before the meeting by one of the methods described below to ensure they are counted. Shareholders of record have until 11:59 P.M, Eastern Time on May 6, 2025 to vote, by use of any of the following options:


		BY INTERNET PRIOR TO MEETING www.proxyvote.com BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/ REG2025

		BY PHONE PRIOR TO MEETING Call 1.800.690.6903

		BY MAIL PRIOR TO MEETING Complete, sign and return proxy card in the postage-paid envelope

To vote or participate in the Annual Meeting, you must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 26, 2025.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Wednesday, May 7, 2025: The Proxy Statement for the 2025 Annual Meeting of Shareholders and 2024 Annual Report to Shareholders are available at: https://investors.regencycenters.com.

REGENCY CENTERS | 2025 PROXY STATEMENT | i

| Table of Contents

Table of Contents



Notice of Annual Meeting of Shareholders		i

Table of Contents		ii

Proxy Summary		1

	Election of Directors	8
	Our Director Nominees	8
	Director Nominee Qualifications	9

	Corporate Governance	16

	Corporate Governance Guidelines	16

	Director Independence	16

	Board Leadership Structure	16

	Role of Independent Lead Director	16

	Meetings of Board of Directors	17

	Executive Sessions of Independent Directors	17

	Board Membership	17

	Succession Planning, Board Refreshment and Diversity of Member Attributes	17

	Director Nominee Selection Process	18

	Director Candidate Nominations through Proxy Access	18

	Limits on Board Service	19

	Board Self-Assessment and Evaluation	19

	Risk Oversight	20

	Standing Committees	21

	Executive Committee	22

	Code of Business Conduct and Ethics	22

	Related Party Transactions	23

	Compensation of Directors	24

	Advisory Approval Of The Company’s Executive Compensation	25
	Executive Compensation Highlights	25
	Compensation Discussion and Analysis	26

	Letter from Our Compensation Committee Chair	26

	Our Named Executive Officers	28

	Our Compensation Philosophy	28

	Oversight of Compensation	29

	2024 Say on Pay Results and Shareholder Engagement	29

	Targeted Level of Compensation	29



		Compensation Committee Actions & Decisions		31

		Elements of Compensation		31

		Recoupment/Clawback Policies		37

		Risk Consideration in Our Compensation Program		37

		Compensation Committee Interlocks and Insider Participation		37

		Stock Ownership Policy		38

		Policy Prohibiting Hedging and Pledging of Our Stock		38

		Policy Statement on Insider Trading		38

		Deductibility of Compensation		38

		Compensation Committee Report		39

		Executive Compensation		40

		Summary Compensation Table		40

		Grants of Plan-Based Awards		40

		Outstanding Equity Awards		42

		Options Exercises and Stock Vested in 2024		43

		Summary of Our Non-Qualified Deferred Compensation Plans		43

		Potential Payments Upon Termination or Change-in-Control		44

		Pay Versus Performance Table		47

		Pay Versus Performance Descriptive Disclosure		50

		CEO Pay Ratio		51

		Audit Committee Report		52

		Ratification Of Appointment Of KPMG LLP As The Company’s Independent Registered Public Accounting Firm		53
		Beneficial Ownership		54
		Beneficial Ownership of Principal Shareholders		54

		Beneficial Ownership of Directors and Executive Officers		55

		Shareholder Proposals and Communications with the Board of Directors		56

		Frequently Asked Questions Regarding Our Annual Meeting		57

		Appendix A — Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures		A-1

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Table of Contents |

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, and financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “could,” “should,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “plan,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors and uncertainties, including, without limitation, risk factors relating to:

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The Current Economic and Geopolitical Environments

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Pandemics or other Health Crises

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Operating Retail-Based Shopping Centers

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Real Estate Investments

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The Environment Affecting Our Properties

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Corporate Matters

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Our Partnerships and Joint Ventures

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Funding Strategies and Capital Structure

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Information Management and Technology

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Taxes and the Parent Company’s Qualification as a REIT

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The Company’s Stock

These risk factors and uncertainties are more specifically described in “Item 1A. Risk Factors” of our 2024 Annual Report on Form 10-K (the “Annual Report”), which has been filed with the Securities and Exchange Commission (“SEC”). When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Report, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Certain forward-looking and other statements in this document, the Annual Report, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance (“ESG”) standards and frameworks which are followed by certain of our investors. These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, and other factors, some of which may be beyond our control.

REGENCY CENTERS | 2025 PROXY STATEMENT | iii

Proxy Summary

In this proxy statement, the terms “we,” “our,” “us,” “the Company,” “Regency Centers,” and “Regency” refer to Regency Centers Corporation. In this proxy summary, we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we strongly encourage you to read the entire proxy statement for more information about these topics prior to voting.

Voting Matters

The following table summarizes the proposals to be voted on prior to or at our 2025 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (our “Board”) with respect to each proposal.


PROPOSAL	BOARD’S VOTING RECOMMENDATION		PAGE REFERENCE

Proposal 1: Election of our Board’s 11 nominees for director to each serve for a one-year term.		FOR Each Nominee		8

Proposal 2: Advisory approval of the Company’s executive compensation for 2024.		FOR		25

Proposal 3: Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2025.		FOR		53

About Regency Centers

Regency Centers is a preeminent national owner, operator and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics, formats and locations. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and a Standard & Poor’s (S&P) 500 Index member.

Our Core Values

At Regency Centers, we have lived our Core Values for more than 60 years by successfully meeting our commitments to our people, our customers, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set Regency apart into the future through our unwavering dedication to these beliefs:

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REGENCY CENTERS | 2025 PROXY STATEMENT | 1

| Proxy Summary

Excellence in Operational Performance

and Financial Management

Regency Centers continues to generate value for our shareholders through our exceptional operational performance, high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and a talented team located across more than 20 offices nationwide. During 2024, our team was able to execute on value-add leasing transactions, acquisition opportunities, and development and redevelopment projects to further enhance our sector-leading portfolio of over 480 properties in top trade areas around the country.

2024 Business Highlights


		Operational Excellence

Executed over 9 million square feet of new and renewal leases

Achieved blended rent spreads exceeding 9% on a cash basis and 19% on a straight-lined basis on comparable new and renewal leases

Grew occupancy 100 basis points year-over-year to end 2024 with a same-property record leased rate of 96.7%

Grew shop (<10K square feet) occupancy 60 basis points year-over-year to a record leased rate of 94.1%


		Balance Sheet Strength

Greater than $1.4 billion of available capacity on our unsecured credit facility at year-end 2024

Trailing 12-Month Net Debt & Preferred Stock-to-Operating EBITDAre⁽¹⁾ of 5.2x at year-end

In February 2024, Moody’s upgraded the Company’s credit rating to A3 with a ‘Stable’ outlook, and in February 2025, S&P Global upgraded the Company’s credit rating to A- with a ‘Stable’ outlook


				Investment Activity

Started over $250 million of development and redevelopment projects, with nearly $500 million of projects in process at year-end

Acquired high-quality shopping centers totaling over $90 million, at Regency’s share

Repurchased approximately 3.3 million shares of Regency stock for $200 million, at an average price of $60.48 per share


		Dividend Growth & Free Cash Flow

Generated significant cash flow from operations and free cash flow after dividend and capital expenditures

Increased our quarterly common stock dividend by 5.2% year-over-year in 4Q24 to $0.705 per share

Dividend CAGR (compound annual growth rate) of nearly 4% since 2014

(1) See Appendix A for reconciliations of GAAP to non-GAAP measures.

10-Year Total Shareholder Return (2015 – 2024)

Regency Outperformed Peers by 27%

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Proxy Summary |

Excellence in Corporate Governance

Corporate Governance Highlights

Our Board and senior management are committed to best-in-class corporate governance. Following are some of our most important governance practices and policies:



Board Structure and Independence		✓ Separate Chairman of the Board (Chairman) and Chief Executive Officer (CEO) ✓ Independent Lead Director ✓ 9 of 11 nominated directors are independent; Audit, Compensation, and Nominating and Governance committees each entirely comprised of independent directors ✓ Executive sessions of independent directors held at every regular Board and Committee meeting ✓ Board member diversity across a range of attributes ✓ No familial relationships among Board members ✓ Limits on other board service to prevent “overboarding” ✓ Mandatory director retirement age of 75 years, subject to waiver in the discretion of the Board when in the best interest of the shareholders

Shareholder Rights		✓ Annual election of directors ✓ Majority voting standard for directors election ✓ Annual say-on-pay advisory vote ✓ During 2024, engaged with shareholders representing approximately 78% of our common stock ownership ✓ Shareholders representing 10% of outstanding common stock can call special meeting ✓ Proxy access: shareholders owning 3% of our common stock for at least 3 years may nominate up to 25% of board members ✓ No “poison pill” in effect

Board Oversight		✓ Structured oversight of the Company’s corporate strategy and risk management allocated among full Board and Committees ✓ Our Board is responsible for the oversight of our overall Corporate Responsibility strategy, initiatives and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s Corporate Responsibility program and objectives ✓ Robust Board and senior management succession planning ✓ Annual self-assessment of Board and Board committee performance ✓ Ethics and compliance program oversight by Nominating and Governance Committee ✓ Cybersecurity and artificial intelligence (“AI”) policy oversight by Audit Committee ✓ Nominating and Governance Committee oversight of political contributions (de minimis amounts in 2024) ✓ Code of Business Conduct and Ethics applicable to all directors, officers and employees

Executive Compensation		✓ Annual incentives for our named executive officers (NEOs) based primarily on financial results ✓ Long-term incentives for NEOs largely based on relative total shareholder return (TSR), to foster alignment with shareholders ✓ Stock ownership policy for directors and senior management ✓ Prohibition of hedging and pledging Company stock by officers and directors ✓ Annual risk assessment of executive compensation programs ✓ Clawback policies beyond what is required by SEC rules covering all officers

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| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some of the key attributes of our eleven nominees for election as directors at the 2025 Annual Meeting of Shareholders. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.

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SEC Form DEF 14A filed by Regency Centers Corporation