SITE Centers (NYSE: SITC) investors approve board slate, pay and auditor at 2026 meeting

Rhea-AI Filing Summary

SITE Centers Corp. reported the results of its annual shareholder meeting held on May 13, 2026. Shareholders elected five directors, each for a three-year term, with support levels generally above 40.8 million votes in favor for each nominee and broker non-votes of 5,254,800 on each director item.

Shareholders approved an amendment to the Amended and Restated Code of Regulations to increase director terms to three years by 40,611,805 votes for and 1,811,507 against. They also approved another amendment replacing the existing majority voting power quorum requirement, with 42,317,872 votes for and 116,239 against.

In an advisory vote, shareholders approved the compensation of the company’s named executive officers, with 42,228,847 votes for and 188,058 against. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 47,247,454 votes for and 440,953 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for longest-serving director candidate: 41,842,891 votes Director term extension approval: 40,611,805 votes for Quorum amendment approval: 42,317,872 votes for +3 more

6 metrics

Votes for longest-serving director candidate 41,842,891 votes Election of Gary N. Boston to three-year term

Director term extension approval 40,611,805 votes for Amendment to increase director terms to three years

Quorum amendment approval 42,317,872 votes for Amendment replacing majority voting power quorum requirement

Say-on-pay support 42,228,847 votes for Shareholder advisory vote on executive compensation

Auditor ratification votes for 47,247,454 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Broker non-votes per key proposal 5,254,800 votes Broker non-votes on director, governance and pay items

Key Terms

broker non-votes, quorum requirement, shareholder advisory vote, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 40,611,805 | | 1,811,507 | | 24,024 | | 5,254,800"

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.

quorum requirement regulatory

"to replace the existing majority voting power quorum requirement was approved"

shareholder advisory vote financial

"The shareholder advisory vote regarding the compensation of the Company’s named executive officers was approved"

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 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.

Amended and Restated Code of Regulations regulatory

"An amendment to the Company's Amended and Restated Code of Regulations to increase director terms"

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Understanding 8-K Material Events →

0000894315false00008943152026-05-132026-05-13

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): May 13, 2026

SITE Centers Corp.

(Exact name of Registrant as Specified in Its Charter)

Ohio	1-11690	34-1723097
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3300 Enterprise Parkway, Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

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:

☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share		SITC		New 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2026, SITE Centers Corp. (the "Company") held its annual meeting of shareholders. The matters presented to shareholders for vote and the final voting results on such matters were as follows:

1.Five directors, each to serve for a three year term were elected by the following vote:

		For		Against		Abstain		Broker Non-Votes
Gary N. Boston		41,842,891		548,262		56,183		5,254,800
John M. Cattonar		37,773,374		4,617,772		56,190		5,254,800
Cynthia Foster Curry		41,580,926		810,270		56,140		5,254,800
David R. Lukes		40,839,420		1,551,817		56,099		5,254,800
Dawn M. Sweeney		41,814,607		576,673		56,056		5,254,800

2.An amendment to the Company's Amended and Restated Code of Regulations to increase director terms to three years was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
40,611,805		1,811,507		24,024		5,254,800

3.An amendment to the Company's Amended and Restated Code of Regulations to replace the existing majority voting power quorum requirement was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
42,317,872		116,239		13,225		5,254,800

4.The shareholder advisory vote regarding the compensation of the Company’s named executive officers was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
42,228,847		188,058		30,431		5,254,800

5.The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was approved by the following vote:

For		Against		Abstain
47,247,454		440,953		13,729

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

		SITE Centers Corp.
		By:	/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski
Date: May 14, 2026		Title: Executive Vice President,               General Counsel and Secretary

FAQ

What did SITE Centers Corp. (SITC) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing five directors, extending director terms to three years, changing the quorum requirement, endorsing executive compensation, and ratifying PricewaterhouseCoopers LLP as the independent auditor for the 2026 fiscal year.

How did SITE Centers Corp. (SITC) shareholders vote on the director elections?

Five directors were elected for three-year terms. Each nominee received over 40.8 million votes for, with relatively low against and abstain votes, and 5,254,800 broker non-votes recorded on each director election item.

Did SITE Centers Corp. (SITC) shareholders approve longer director terms?

Yes. An amendment to the Amended and Restated Code of Regulations increasing director terms to three years was approved with 40,611,805 votes for, 1,811,507 against, 24,024 abstentions, and 5,254,800 broker non-votes recorded.

What governance change to the quorum requirement did SITC approve?

Shareholders approved an amendment replacing the existing majority voting power quorum requirement. The change passed with 42,317,872 votes for, 116,239 against, 13,225 abstentions, and 5,254,800 broker non-votes recorded on this proposal.

How did SITE Centers Corp. (SITC) shareholders vote on executive compensation?

In a non-binding advisory vote, shareholders approved the compensation of the company’s named executive officers. The proposal received 42,228,847 votes for, 188,058 against, 30,431 abstentions, and 5,254,800 broker non-votes.

Which audit firm did SITE Centers Corp. (SITC) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 47,247,454 votes for, 440,953 against, and 13,729 abstentions recorded.

Filing Exhibits & Attachments

1 document

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