SITE Centers Corp. filed SEC Form 8-K: Material Modification to Rights of Security Holders
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SECURITIES AND EXCHANGE COMMISSION
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Item 3.03 Material Modification to Rights of Security Holders.
On February 13, 2025, the Board of Directors (the “Board”) of SITE Centers Corp. (the “Company”), in accordance with Section 4(i)(i) of Division B of Article FOURTH of the Company’s Fourth Amended and Restated Articles of Incorporation (as amended, the “Articles”), reduced the “Exempt Holder Limit” (as defined in the Articles) from 17.5% of the outstanding common shares, par value $0.10 per share, of the Company (“Common Shares”) to 7.5% of the outstanding Common Shares. As a result, pursuant to Section 4(b) of Division B of Article FOURTH of the Articles, the “Exempt Holder,” which includes, collectively, (x) Professor Werner Otto, his wife Maren Otto and/or all descendants of Professor Werner Otto, including, without limitation, Alexander Otto, (y) trusts or family foundations established for the benefit of the individuals named in (x) above and (z) other entities controlled by the individuals named in (x) above (or trusts or family foundations established for the benefit of those individuals) may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, no more than 7.5% of the outstanding Common Shares.
Concurrent with the reduction of the Exempt Holder Limit as described above, on February 13, 2025, the Board also increased the “Ownership Limit” (as defined in the Articles) from 5.0% of the outstanding Common Shares to 9.8% of the outstanding Common Shares. As a result, pursuant to Section 4(b) of Division B of Article FOURTH of the Articles, no “Person” (as defined in the Articles) may own more than 9.8% of the outstanding Common Shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SITE Centers Corp. |
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Date: |
February 18, 2025 |
By: |
/s/ Aaron M. Kitlowski |
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Name: Aaron M. Kitlowski |