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Brixmor (NYSE: BRX) investors support directors, auditor and annual say-on-pay

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brixmor Property Group Inc. held its annual stockholder meeting, where investors elected nine directors to serve until the 2027 annual meeting. Each nominee received strong support, with most director candidates receiving over 269 million votes in favor and limited opposition or abstentions.

Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 279,308,994 votes for and relatively few votes against. In a non-binding advisory vote, investors approved the executive compensation program and separately indicated a preference to hold this say-on-pay vote every year, which the company plans to follow until the next required frequency vote.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for JP Suarez 277,628,096 votes Director election at 2026 annual meeting
Auditor ratification votes for Deloitte 279,308,994 votes Ratification of 2026 independent public accounting firm
Say-on-pay votes for 270,731,376 votes Non-binding advisory vote on executive compensation
Say-on-pay frequency one-year votes 271,521,803 votes Preference for annual advisory vote on executive compensation
Say-on-pay frequency three-year votes 6,075,122 votes Alternative frequency option at 2026 annual meeting
Broker non-votes on say-on-pay 6,380,217 votes Non-binding executive compensation advisory vote
broker non-votes financial
"Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis financial
"approved, on a non-binding advisory basis, a resolution to approve the compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officers financial
"approve the compensation paid to the Company’s named executive officers as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
frequency of future advisory votes financial
"Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation"
Understanding 8-K Material Events →
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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): April 22, 2026
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Charter)
Maryland001-3616045-2433192
Delaware333-256637-0180-0831163
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
100 Park 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBRXNew 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 5.07    Submission of Matters to a Vote of Security Holders

On April 22, 2026, Brixmor Property Group Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2026 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

Item 1 - Election of Directors

At the Annual Meeting, the Company’s stockholders elected the nine persons listed below as directors to serve until the Company’s 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified:

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
Brian T. Finnegan275,325,7112,532,23069,1146,380,214
Sheryl M. Crosland277,264,013598,21764,8246,380,215
Michael Berman268,071,0309,790,58165,4436,380,215
Julie Bowerman273,794,5344,067,69564,8246,380,216
Thomas W. Dickson273,109,5094,752,05065,4936,380,217
Daniel B. Hurwitz276,829,1711,033,38964,4936,380,216
Sandra A.J. Lawrence275,001,7452,859,69465,6146,380,216
William D. Rahm269,403,1088,457,66266,2836,380,216
JP Suarez277,628,096232,52666,4366,380,211

Item 2 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
279,308,9944,938,80359,4720

Item 3 - Non-Binding Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, a resolution to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
270,731,3766,754,862440,8146,380,217

Item 4 - Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation

The Company’s stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years as set forth below.

One YearTwo YearsThree YearsAbstentionsBroker Non-Votes
271,521,803221,2416,075,122108,8886,380,215

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.


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: April 24, 2026
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



Source: View Original Filing on SEC EDGAR

FAQ

What did Brixmor (BRX) stockholders decide at the 2026 annual meeting?

Stockholders elected nine directors, ratified Deloitte & Touche LLP as 2026 auditor, approved executive compensation on an advisory basis, and chose an annual advisory vote frequency on pay. These results confirm support for the current board, auditor, and compensation approach.

Were Brixmor (BRX) director nominees elected at the 2026 meeting?

Yes. All nine Brixmor director nominees were elected to serve until the 2027 annual meeting. Each candidate, including Brian T. Finnegan and JP Suarez, received over 268 million votes for, with relatively low votes against and limited abstentions reported.

Did Brixmor (BRX) stockholders approve the 2026 auditor selection?

Yes. Stockholders ratified Deloitte & Touche LLP as Brixmor’s independent registered public accounting firm for 2026, with 279,308,994 votes cast for, 4,938,803 against, and 59,472 abstentions. There were no broker non-votes recorded on this auditor ratification item.

How did Brixmor (BRX) investors vote on executive compensation in 2026?

Investors approved executive compensation on a non-binding advisory basis, with 270,731,376 votes for, 6,754,862 against, and 440,814 abstentions. There were 6,380,217 broker non-votes. This indicates broad support for the compensation of the company’s named executive officers.

What frequency of say-on-pay votes did Brixmor (BRX) stockholders prefer?

Stockholders favored holding advisory votes on executive compensation every year. The one-year option received 271,521,803 votes versus 6,075,122 for three years and 221,241 for two years. The company intends to hold annual say-on-pay votes until the next required frequency vote.

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