SITE Centers Corp. (SITC)
NYSE: SITC · Real-Time Price · USD
5.61
+0.08 (1.45%)
Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2020

May 12, 2020

Speaker 1

Hello, and welcome to the Annual Meeting of Shareholders of SITE Centers Corp. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer Time permitting, questions will be answered in accordance with the rules of conduct provided on the medium website. It is now my pleasure to turn today's meeting over to Mr. David Lukes, President and Chief Executive Officer.

Mr. Lukes, the floor is yours.

Speaker 2

Good morning, ladies and gentlemen. My name is David Lukes. I am the President and Chief Executive Officer of SITE Centers Corp, and I will be acting as Chairman of today's Annual Meeting of Shareholders. Before attending to the formal business at hand, I want to take this opportunity to welcome you and thank you for your attendance at today's virtual annual meeting. This format helps us to protect the health and the safety of our directors, employees and shareholders, while we respond to the impact of the coronavirus pandemic.

I would also like to take this opportunity to acknowledge the other directors and officers of the company who are in virtual attendance at today's meeting. The directors include Terri Ahern, Chairman of the Board Linda Abraham Jane DiFlorio Thomas Finney Victor MacFarlane Alexander Otto and Don Sweeney. Officers included our Chief Operating Officer, Michael Makinen Chief Financial Officer, Conor Feinerty Chief Accounting Officer, Chris DiVizzi and General Counsel and Secretary, Aaron Kotlowski. I would also like to acknowledge Ian Nelson, a partner of PricewaterhouseCoopers, the company's independent public registered accountant. Mr.

Nelson is in virtual attendance at today's meeting and is available to respond to any appropriate questions you may have during the general G and A session at the conclusion of the meeting. Mr. Mackinnon and Mr. Feinerty will act as inspectors of election and Mr. Kitlowski will act as secretary for today's meeting.

I would also like to note for the record that CompuShare, the company's transfer agent, coordinated the tabulation of the proxy votes for today's meeting. In order to provide a fair, informative and orderly meeting, we have established rules of conduct for the meeting, which can be found on the website used to access the meeting. We will conduct the meeting in accordance with these rules of conduct, and we appreciate your cooperation in observing them. During the meeting, shareholders will have the opportunity to submit questions relating to the meeting agenda in writing by clicking on the message icon in the upper right hand corner of the meeting page. We will do our best to respond to appropriate questions during the Q and A session at the conclusion of the meeting.

Please note that we do not intend to answer questions that are unrelated to the proposals to be taken up at this meeting or for which answers are clearly provided in the proxy statement for this meeting. For an update on our business, including a discussion of our response to the COVID-nineteen pandemic, we invite shareholders to listen to a replay of our recent Q1 earnings call held on April 30, 2020, which can be found on the Investor page of our website. You are entitled to participate in, vote and submit questions at the meeting if you are a shareholder as of record of the close of business on March 20, 2020, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee. If you have already sent in your proxy card or voted by Internet or telephone, you don't need to vote here at the meeting. If you haven't voted yet or if you would like to change your vote, you can do so through the website used to access this meeting.

A list of the holders of the company's common shares at the close of business on the record date is available for examination by registered shareholders through the meeting's website. At this point of the meeting, I would like to ask the secretary to present a copy of the notice of the meeting together with proof of the mailing of such notice.

Speaker 3

I hereby present a copy of the notice of meeting, the amended notice, the proxy statement and the form of proxy with the affidavit of an officer of Computershare showing the timely mailing of the notice of meeting together with the proxy statement and form of proxy to each shareholder of record at the close of business on March 20, 2020. The notice provides that this meeting will be held for the following purposes: to elect 8 directors each to serve until the next annual meeting of shareholders and until a successor has been duly elected and qualified to approve on an advisory basis the compensation of the company's named executive officers to ratify PricewaterhouseCoopers as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2020, and to transact such other businesses may properly come before the meeting.

Speaker 2

I direct the secretary to cause the affidavit of mailing and attached exhibits to be filed with the records of the company.

Speaker 3

The inspectors have reported that at least 177,200,108 common shares are represented at the meeting out of a total of 193,000,148,522 common shares outstanding and entitled to vote. Therefore, a quorum is present.

Speaker 2

The first order of business is the election of 8 directors. The Board of Directors has nominated each of the following 8 persons to serve as directors of the company until the next annual meeting of shareholders and until a successor is duly elected and qualified or until the earlier resignation removal from office or debt. Linda Abraham, Terrence Ahern, Jane DeFlorio, Thomas Finney, David Lukes, Victor MacFarlane, Alexander Otto and Dawn Sweeney. The second order of business is to vote on a proposal to approve on an advisory basis the compensation of the company's named executive officers. The third order of business is to vote on a proposal to ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2020.

These proposals are described in detail in the proxy statement and the Board recommends that the shareholders vote for each of the director nominees named in proposal 1 and 4 the proposals 23. The polls are now open for voting on the matters to be considered at this meeting. Shareholders of record and beneficial owners holding a legal proxy from their bank, broker or nominee may vote on the website at this time. Let me remind you that if you have already voted, there is no need for you to vote on the website unless you wish to change your vote. Proxy holders will vote your shares as indicated on the proxy.

We will wait a minute for shareholders to submit any final votes. I now declare the voting closed and would ask the Inspector of Elections to tabulate the votes and report to the Secretary.

Speaker 3

The Inspectors of Election have performed a preliminary vote count and have reported that the shareholders have voted to elect each of the 8 director nominees to the company's Board of Directors to approve on advisory basis the compensation of the company's named executive officers to ratify PricewaterhouseCoopers as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2020. In the coming days, the company will file a Form 8 ks with the Securities and Exchange Commission in order to report final tabulation of votes on these proposals, including votes cast at today's meeting. An officer of Computershare has certified that on April 1, 2020, and mailed copies of the annual report of the company for the fiscal year ended December 31, 2019 to each shareholder of record at close of business on March 20, 2020.

Speaker 2

I direct the Secretary to incorporate with the records of the company a copy of the annual report for the fiscal year ended December 31, 2019, together with such certificate of mailing. And I further direct the secretary to file with the records of the company the report of the inspectors of election of the actions of the shareholders taken at this meeting, together with a list of the shareholders as certified by an officer of Computershare and the proxies and votes cast at the meeting. Now that we have concluded the formal portion of the meeting, I am happy to answer any questions relating to the business of this meeting that anyone wishes to ask. Questions can be submitted by clicking on the message icon in the upper right hand corner of the website used to access this meeting. We will briefly pause in order to receive and assemble questions.

Speaker 3

There being no questions, this concludes the meeting. Operator?

Speaker 1

Thank you. This concludes the meeting. You may now disconnect.

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