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   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

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):

Notice of Annual Meeting of Shareholders and Proxy Statement Regency Centers.

Notice of Annual Meeting of Shareholders

2021 ANNUAL MEETING INFORMATIONINFORMATION:

 

DATE:		Thursday, April 26, 2018Wednesday, May 5, 2021
TIME:		10:309:00 A.M., Eastern Time
PLACE:		Ponte Vedra Inn and Club 200 Ponte Vedra Blvd. Ponte Vedra Beach, Florida 32082

The meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/REG2021

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. For further information on your participation in the virtual Annual Meeting, please refer to the “Frequently Asked Questions Regarding Our Annual Meeting” on page 52.

HOW TO VOTEVOTE:

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 9, 2018.12, 2021.

 

		BY INTERNET PRIOR TO MEETING www.proxyvote.com
		BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/REG2021
		BY PHONE Call 1.800.690.6903
		BY MAIL Complete, sign and return by free post
		IN PERSON Attend the Annual Meeting

On or about March 12, 2018,24, 2021, we mailedwill mail to our shareholders of record on March 12, 2021 who have not previously requested to receive these materials by mail ore-mail a Notice of Internet Availability of Proxy Materials, containingwhich contains instructions on how to access this proxy statement and our annual report and vote online. The Notice instructs you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you ashow to how you may submit your proxy on the Internet or by telephone. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or annual report unless you follow the instructions for requesting these materials included in the Notice.

REGENCY CENTERS | 2021 PROXY STATEMENT |i

| Table of Contents

Table of Contents

		Regency Centers Corporation 2018 Proxy Statement         ii

ii| REGENCY CENTERS | 2021 PROXY STATEMENT

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, or 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,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “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 risks and uncertainties. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings 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.

REGENCY CENTERS | 2021 PROXY STATEMENT |iii

This

Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we 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 Annual Meeting and the accompanying form of proxy are first being sent or made availableBoard’s voting recommendations with respect to our shareholders on or about March 12, 2018 in connection with the solicitation by our board of directors of proxies to be used at our 2018 annual meeting of shareholders.

| Proxy Summary

EXCELLENCE IN OPERATIONAL PERFORMANCE AND FINANCIAL MANAGEMENT

For 50+ years, Regency Centers has distinguished itself as a leader in the shopping center industry with an established, long-term track record of strong operational performance and total shareholder returns. This position of strength is never more important or apparent than during tough times, and 2020 has certainly brought many unexpected challenges to our Company and our industry. Throughout 2020, our talented and dedicated people, high quality portfolio and fortified balance sheet have enabled us to remain resilient operationally, demonstrate continued access to low cost capital, maintain our dividend, and achieve outperformance relative to our shopping center peers. As we look ahead, we believe our strengths position the Company well for continued operation and financial success.

2020 Highlights

		Balance Sheet & Liquidity Strength

◾

Full capacity available on our $1.25B unsecured line of credit at year-end 2020

◾

Issuance of $600M in 10-year senior unsecured notes at 3.70% in May 2020

◾

Trailing 12-Month Net Debt-to-EBITDAre of 6.0x at year-end 2020 remains at the low end of peers

◾

Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively.

		Operational Resilience

◾

All 400+ of our shopping centers remained open and operating throughout the pandemic

◾

Executed 6.9 million square feet of leases and signed approximately 1,600 deferral agreements

◾

Maintained a same-property leased rate of 92.9% at year-end 2020

◾

Increased base rent collections to 92% for the fourth quarter of 2020

		Dividend Preservation & Free Cash Flow

◾

Maintained a quarterly common dividend payment of $0.595 per share throughout 2020

◾

Generated approximately $50M of free cash flow after dividend in 2020

◾

Dividend compound annual growth rate (CAGR) of 4% from 2014 through 2020

		Investment Activity & Capital Recycling

◾

$319M of value-add development and redevelopment projects in process at year-end

◾

Robust future pipeline of development and redevelopment projects

◾

Sold more than $190M of non-strategic, lower-growth assets

2020 Regency Total Shareholder Return vs. Peers

2| REGENCY CENTERS | 2021 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN CORPORATE GOVERNANCE

Corporate Governance Highlights

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

REGENCY CENTERS | 2021 PROXY STATEMENT |3

| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some key attributes of our nominees to the Board. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.

* Does not include one director who joined the Board as part of the 2017 Equity One merger and resigned shortly thereafter.

4| REGENCY CENTERS | 2021 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN CORPORATE RESPONSIBILITY

Regency’s values, including the critical importance we place on corporate responsibility, are the foundation of who we are and what we do. They drive us to implement leading environmental, social and governance (“ESG”) initiatives through our corporate responsibility program. Our program is built on four pillars and guided by our focus on three over-arching concepts: long-term value creation, Regency’s brand and reputation and the importance of maintaining our special culture.

Alignment with Business Strategy

Our Board of Directors sets the direction of our corporate responsibility strategy and business alignment, and has delegated to its Nominating and Governance Committee oversight of the company’s corporate responsibility program and ESG initiatives, as well as assessment of its success in meeting our objectives. Our CEO, Lisa Palmer, has ultimate senior management responsibility for the program and our Corporate Responsibility Committee, which is comprised of senior leaders from key areas of our business, is tasked with working with management’s Executive Committee to ensure that our corporate responsibility strategy and objectives are embedded throughout the Company’s business decisions, processes and activities.

Our Four Pillars of Corporate Responsibility

REGENCY CENTERS | 2021 PROXY STATEMENT |5

| Proxy Summary

Ethics and Governance: As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

Environmental Stewardship: We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic priorities focused on sustainable business practices and minimizing our environmental impact:

We believe these commitments are not only the right thing to do to address material environmental topics such as air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and development projects.

More information about our corporate responsibility strategy, goals, performance, and reporting including our most recent Corporate Responsibility and TCFD Report, is available on our website at www.regencycenters.com. The content of our website, including these reports and other information relating to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

6| REGENCY CENTERS | 2021 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN STAKEHOLDER ENGAGEMENT

Our engagement with a wide variety of stakeholders – including shareholders, bondholders, lenders, employees, co-investment partners, tenants, and local communities – enables and maximizes our success in owning, operating, developing and generating value in our shopping centers. While the onset of the COVID-19 pandemic in early 2020 impacted our customary in-person engagement, we took additional and deliberate actions to ensure channels of engagement remained accessible and aligned with the changing needs of our stakeholders.

* During 2020, due to the COVID-19 pandemic, in-person engagement was limited for health and safety reasons.

REGENCY CENTERS | 2021 PROXY STATEMENT |7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has eleven directors. All nominees were elected as directors by shareholders at the 2020 annual meeting, and have been nominated to stand for re-election at the 2021 Annual Meeting. All directors elected at the meeting will serve until the 2022 annual meeting and until their successors are elected and qualified.

The accompanying proxy will be voted for the election of each of the Board’s nominees unless a shareholder directs otherwise. Each nominee is presently available for election. If any nominee should become unavailable, which is not currently anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our Board of Directors or our Board may reduce the number of directors.

Information about each of the nominees, including biographies, is set forth below and on the following pages.

Our Director Nominees

You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Detailed information about each director’s background, skills and expertise can be found in Board of Directors and Corporate Governance section. The board has determined that eachEach nominee is independent except for Mr. Stein (Executive Chairman) and Ms. Palmer.Palmer (President and CEO). Upon election of these directorsDirectors at the annual meeting of shareholders,Annual Meeting, the directorsDirectors shall hold the committee memberships as follows:

								Committee Membership
Name and Primary Occupation
Martin E. Stein, Jr. Chairman of the Board and Chief Executive Officer of Regency Centers Corporation			65			1993								🌑
Joseph F. Azrack Principal of Azrack & Company and Executive Chairman of Safanad real estate group			70			2017				🌑				🌑
Bryce Blair Chairman of Invitation Homes Inc. and Principal of Harborview Associates, LLC			59			2014								🌑
C. Ronald Blankenship Director of Civeo Corp.			68			2001		🌑 $
Deirdre J. Evens Chief of Operations of Iron Mountain Incorporated			54			New Nominee		🌑		🌑
Mary Lou Fiala Former Chief Operating Officer of Regency Centers Corporation			66			1997						🌑		🌑
Peter D. Linneman Principal of Linneman Associates and of American Land Funds			67			2017		🌑 $				🌑
David P. O’Connor Managing Partner of High Rise Capital Partners, LLC			53			2011				🌑		🌑
Lisa Palmer President and Chief Financial Officer of Regency Centers Corporation			50			New Nominee								🌑
John C. Schweitzer President of Westgate Corporation			73			1999						🌑
Thomas G. Wattles Chairman Emeritus of DCT Industrial Trust			65			2001		$						🌑

🌑 Member      ¶ Committee Chair      $     Audit Committee Financial Expert

8Regency Centers  Corporation 2018 Proxy Statement| 1REGENCY CENTERS | 2021 PROXY STATEMENT

OUR COMMITMENT TO EXCELLENCE IN SHAREHOLDER ENGAGEMENT

Shareholder Engagement

Regular communication with our shareholders is essential to Regency’s long-term success. Throughout 2017, members of our management team participated in robust dialogue and engagement efforts with shareholders to discuss and solicit feedback on a variety of relevant topics including our portfolio, financial and operating performance, capital allocation, corporate governance, executive compensation, the business environment and corporate responsibility initiatives. This regular dialogue with our shareholders has provided us with valuable feedback that has helped influence our decision making, reporting transparency and strategies.

Commitment to Active Shareholder Engagement

Depth of Engagement

2        Regency Centers Corporation 2018 Proxy Statement

| Proposal One: Election Of Directors

		Joseph F. Azrack   Age: 70 73 Director Since: 2017		Board Committees ◾ Compensation ◾ Investment		Other public company boards ◾ None
		Principal occupation or employment ◾ Since January 2015, Mr. Azrack has served as the executive chairman of the Safanad real estate group and as principal of Azrack & Company.

Professional Experience:

Mr.��Azrack, a graduate of Villanova University, holds an M.B.A. from Columbia University. Mr. Azrack served on the boardBoard of Equity One, Inc. from 2016 until its merger with us in 2017. Mr. Azrack has extensiveis the principal of Azrack & Company, a real estate investment and financial expertise.advisory firm which he founded in January 2015. He also has experienceserves as an investor and executivea director of real estate companies. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014.Safanad Real Estate Group, a global principal investment firm. Since June 2014, Mr. Azrack has also served as a director of the Berkshire Group, a private real estate investment management company. Mr. Azrack is a director of Forest Trends, a non-profitcompany focused on multifamily propertiesthe environment and venture investing.biodiversity. From 2008 through 2014, Mr. Azrack was the managing partner, chairmanChairman and senior advisor at Apollo Global Real Estate Management, chairmanManagement. In this capacity, he served as the Chairman and chief executive officerChief Executive Officer of Apollo Commercial Real Estate Finance, Inc., a publicly traded company listed on the New York Stock Exchange (“NYSE”), and a director of Atrium European Real Estate Ltd., a leading real estate company that owns, operates and develops shopping centers in Central and Eastern Europe. Prior to Apollo, he was Chairman and Chief Executive Officer of AEW Capital Management, a leading global real estate investment management company, where he was also a member of the Taubman Centers Inc. operating partnership committee from 1985 to 1999. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014.

 

Regency Centers  Corporation 2018 Proxy Statement        7 Board Committees ◾  Compensation ◾  Investment Other public company boards ◾  None

Principal occupation or employment ◾  Principal of Azrack & Company Qualifications Extensive experience in real estate and capital markets, and as an investor in and executive of real estate companies.

		Bryce Blair   Age: 59 62 Director Since: 2014		Board Committees ◾ Nominating and Corporate Governance ◾ Investment		Other public company boards ◾ PulteGroup, Inc. ◾ Invitation Homes, Inc.
			Principal occupation or employment ◾ Chairman of Invitation Homes, Inc. and the principal of Harborview Associates, LLC, a company which holds and manages investments in various real estate properties.

Professional Experience:

Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. He has served as Chairman of Invitation Homes, Inc. since 2017. Mr. Blair has substantial experiencealso serves as Chairman of PulteGroup, Inc., one of the largest home builders in the U.S. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate development and investment, including servingproperties. He has served as Chairman, from 2002 through 2013, and Chief Executive Officer, from 2001 through 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments throughout the United States. In such capacity, Mr. Blair was responsible for day to day operations and was regularly involved in the preparation and review of complex financial reporting statements.apartments. Mr. Blair also serves on the Advisory Board of the MIT Center for Real Estate, the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, anon-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is thea past chairmanChairman of NAREIT,Nareit, where he also served on the Executive Committee and the Board of Governors. He is a past member of ULI where he served as a Trustee and was past chairmanChairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.

Proposal One: Election Of Directors |

		C. Ronald Blankenship Age: 68Lead Director   Age: 71 Director Since: 2001		Board Committees ◾ Audit ◾ Investment		Other public company boards ◾ Civeo Corporation
			Principal occupation or employment ◾ Former President and Chief Executive Officer of Verde Realty from January 2009 and Chairman and Chief Executive Officer from January 2012 to December 2012 when Verde Realty merged with Brookfield Asset Management. After the merger, Mr. Blankenship continued as Chief Executive Officer until August 2013.

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountantaccountant. Mr. Blankenship served as the President and has extensive experienceChief Executive Officer of Verde Realty in January 2009 and assumed the REIT industry including cross-border experience. He is an expert in real estate development, acquisitions, financing and operations. He has extensive experience in public company financing, strategic planning, capital allocation, people management and executive compensation.additional role of its Chairman from January 2012 to December 2012. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as Trusteetrustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. He servedMr. Blankenship serves as Interim Chairman, Chief Executive Officer anda director of Homestead Village Incorporated from 1999 until 2001.Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities. While he was with Security Capital Group, Security Capital Group had controlling interests in 18eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management boardBoard for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the chief financial officerChief Financial Officer and presidentPresident of office development for Mischer Corporation, a Houston-based real estate development company.

 

Board Committees ◾  Audit ◾  Investment Other public company boards ◾  Civeo Corporation

Principal occupation or employment ◾  Former President and Chief Executive Officer of Verde Realty Qualifications Expert in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

 

8        Regency Centers Corporation 2018 Proxy Statement

		Deirdre J. Evens   Age: 54 57 Nominee		Board Committees ◾ Audit ◾ Compensation		Other public company boards ◾ None
			Principal occupation or employment ◾ Chief of Operations of Iron Mountain Incorporated Director Since: 2018

Professional Experience:

Ms. Evens, a graduate of Cornell University, currently serves as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain. Prior to that she served as its Chief of Operations of Iron Mountain Incorporatedfrom January 2018 to June 30, 2018 and served as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of Human Resourceshuman resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Salescorporate sales & Marketingmarketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President Member Insightof member insight at BJ’s Wholesale Club from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy. She has a strong background in corporate strategy, addressing technological change, marketing and human resources.

strategy.

		Mary Lou Fiala   Age: 66 Director Since: 1997		Board Committees ◾  Audit ◾  Investment ◾ Nominating and Corporate GovernanceCompensation		Other public company boards ◾  GGP Inc.None
				Principal occupation or employment ◾  Executive Vice President and General Manager, Records and Information Management, North America of Iron Mountain Qualifications Strong background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management.

| Proposal One: Election Of Directors

		Thomas W. Furphy Age: 54 Director Since: 2019

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Prior to that, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets. Mr. Furphy also serves as Chairman of Ideoclick, Inc., a full service ecommerce private agency. He previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018 and he previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

Board Committees ◾  FormerCompensation ◾  Investment Other public company boards ◾  None

Principal occupation or employment ◾  Chief OperatingExecutive Officer and Managing Director of Regency Centers, from January 1999 to December 2009, President from January 1999 to February 2009, and Vice Chairman until December 2009.Consumer Equity Partners   Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership.

		Karin M. Klein Age: 49 Director Since: 2019

Professional Experience:

Ms. Fiala,Klein, a graduate of Miamithe University currentlyof Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of director of corporate development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as a director of GGPParamount Group, Inc. (formerly General Growth Properties, Inc.). Ms. Fiala, and formerly served as theCo-Chairman of LOFT Unlimited, a personal financial and business consulting firm,non-executive chair ofBuild-A-Bear Workshop, Inc. and as a director of Flat Out Crazy, Inc., a privately held restaurant chain. Prior to joining us, she held a series of executive positions with Security Capital U.S. Realty Strategic Group and Macy’s East/Federated Department Stores. Ms. Fiala has extensive knowledge of our Company from her service both as an officer and as a director. She has significant experience in and knowledge of the retail industry which provides us with great insight into our tenants. She is a former chairman, and current member of the boardBoard of trusteesTrustees of the ICSC. She has strong skills in operations management, organizational management, marketing and human resources.Harvey Mudd College.

 

Regency Centers  Corporation 2018 Proxy Statement        9

Proposal One: Election Of Directors |

		Peter D. Linneman Age: 70 Director Since: 2017

Professional Experience:

Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the boardBoard of Equity One, Inc. from 2000 until its merger with us in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and a principal of American Land Funds, a private equity firm. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also chairmanChairman of Rockefeller Center Properties. Dr. Linneman has many years of experience in financial and business advisory services and investment activity. He also has experience as a member of numerous public and private boards, including many real estate companies.

 

		David P. O’Connor   Age: 53 Director Since: 2011		Board Committees ◾  CompensationAudit ◾  Nominating and Corporate Governance		Other public company boards ◾  AG Mortgage Investment Trust, Inc. ◾  Paramount Group, Inc. ◾  Prologis, Inc.Equity Commonwealth
				Principal occupation or employment ◾  Managing partnerPrincipal of High Rise Capital Partners, LLCLinneman Associates andNon-ExecutiveCo-Chairman American Land Funds Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of HighBrook Investment Management, LP, anumerous public and private boards, including many real estate private equity firm. companies.

		David P. O’Connor Age: 56 Director Since: 2011

Professional Experience:

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in Real Estatereal estate from New York University. Mr. O’Connor is an experiencedserves as managing partner of High Rise Capital Partners, LLC and successfulnon-executive Co-Chairman of HighBrook Investment Management, LP, a real estate securities investor as well as hedge fund manager.private equity firm. He was theco-founder and Senior Managing Partnersenior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high- quality office properties from November 2014 to June 2018. From 1994 to 2000, he was Principal,principal, Co-Portfolioco-portfolio Managermanager and Investment Committee Membermember of European Investors, Inc., a large dedicated REIT investor. He has extensive knowledge and experience in real estate securities and capital markets. He serves on the Board of Trustees of Boston College, the investment committeesInvestment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the executive committeeExecutive Committee of the Zell/Lurie Real Estate Center at the University of Pennsylvania’s Wharton School. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an Adjunct Instructoradjunct instructor of Real Estatereal estate at New York University.

 

Board Committees ◾  Compensation ◾  Nominating and Governance Other public company boards ◾  Prologis, Inc.

Principal occupation or employment ◾  Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP Qualifications Experience as a successful real estate securities investor as well as hedge fund manager. Extensive knowledge and experience in real estate securities and capital markets.

10REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |13

| Proposal One: Election Of Directors

		Lisa Palmer   Age: 50 53 Nominee		Board Committees ◾ Investment		Other public company boards ◾ ESH Hospitality, Inc.
			Principal occupation or employment ◾ Our President since January 1, 2016 and Chief Financial Officer since January 2013. From 2013 to 2015, she was our Executive Vice President and Chief Financial Officer, and prior to that, served as Senior Vice President of Capital Markets from 2003 until 2013. She served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. Director Since: 2018

Professional Experience:

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has been withserved as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. From 2013 to 2015, she was our Executive Vice President and Chief Financial Officer, and prior to that, served as Senior Vice President of capital markets from 2003 until 2013. She served as senior manager of investment services in 1996 and assumed the Company for over 20 years and as a result has extensive knowledgerole of the shopping center and real estate industries and the Company.Vice President of capital markets in 1999. Prior to joining Regency,our Company, Ms. Palmer worked as a consultant with Accenture, formerly Andersen Consulting Strategic Services, and as a consultant and financial analyst for General Electric. She has extensive experience in finance and capital markets, operations, public board strategy and governance. She is a director, and chairpersonChair of the nominatingCompensation Committee and governance committeemember of the Audit Committee of ESH Hospitality, Inc., an owner/operator of hotels and the subsidiary of Extended Stay America, Inc., and a director of Brooks Health System,Rehabilitation, a private healthcare organization. She is also ona director for the Jax Chamber, a board member of trustees for the United Way of Northeast Florida, an executive board member of Nareit, a member of ULI, and a member of the ICSC. She previously served as an advisory board member for the Florida Institute of CFOs, a member of ULI, and a member of the ICSC.

CFOs.

 

		John C. Schweitzer   Age: 73 Director Since: 1999		Board Committees ◾  Compensation ◾ Nominating and Corporate GovernanceInvestment		Other public company boards ◾  Stratus Properties,ESH Hospitality, Inc.
				Principal occupation or employment ◾  Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016 Qualifications Extensive knowledge of Westgate Corporation, which holds investments inthe shopping center and real estate industries along with finance and venture capital operations. He previously served as a member of Pacific Retail Trust’smarkets, operations, public board of trustees before its merger into Regency in 1999. ◾ Mr. Schweitzer serves as our lead director.strategy and governance.

		Martin E. Stein, Jr. Executive Chairman Age: 68 Director Since: 1993

Professional Experience:

Mr. Schweitzer,Stein, a graduate of theWashington and Lee University, of Missouri, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the University of Missouri. He serves on the board of Stratus Properties, Inc., a Texas real estate development company. Mr. Schweitzer previouslyBoard since January 1, 2020, having served as a director or officer of a numberthe Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and president of public companies and financial institutions, including Archstone-Smith Trust, J.P. Morgan Chase Bank of Texas-Austin, Franklin Federal Bancorp, Elgin Clock Company, El Paso Electric Company, MBank El Paso, the Circle K Corporation, Homestead Village Incorporated and Enerserv Products. Mr. Schweitzer has served on the boards of numerous public companies, many of which areour predecessor real estate companies.division beginning in 1981 and Vice President from 1976 to 1981. He hasis a strong background in businessdirector of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of the National Association of Real Estate Investment Trusts (“Nareit”), and finance with extensive experience in public company strategies, executive compensationis a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and human resource issues.the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI and a former director of Stein Mart, Inc. from 2001 to 2014.

Board Committees ◾  Investment Other public company boards ◾  FRP Holdings, Inc.

Principal occupation or employment ◾  Our Executive Chairman of the Board Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Expert in the REIT industry, strategic planning, capital allocation, people management and executive compensation.

 

 

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Proposal One: Election Of Directors |

		Thomas G. Wattles   Age: 66 69 Director Since: 2001		Board Committees ◾ Audit ◾ Investment		Other public company boards ◾ Columbia Property Trust
			Principal occupation or employment ◾ Chairman Emeritus of DCT Industrial Trust, a publicly held industrial property REIT.

Professional Experience:

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. Mr. Wattles has extensive experience in the REIT industry, including cross-border experience. Mr. Wattles is also a director of Columbia Property Trust, a publicly held office REIT. Mr. Wattles served as Executive Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 to May 2016, and then served as Chairman Emeritus from May 2016 to August 2018. Mr. Wattles was a principal of both Black Creek Group and Dividend Capital Group LLC, each a real estate investment management firm, from 2003 to 2008. He served as Chief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was Managing Director,managing director, thenCo-Chairman and Chief Investment Officer of ProLogis, Inc. from 1992 to 1997. Mr. Wattles has previously served as a director of Prologis, Inc., Interpark Holdings Incorporated and Security Capital European Realty. At Security Capital Group, he oversaw capital deployment and investments in multiple public and private operating platforms with focus on retail, industrial, parking, manufactured housing and European office sectors. While Mr. Wattles was with Security Capital Group, Security Capital Group had controlling interests in 18eighteen public and private real estate operating companies, eight of which were listed on the NYSE. He is an expert in real estate development, acquisitions, finance and operations. He has significant

Board Committees ◾  Audit ◾  Investment Other public company boards ◾  Columbia Property Trust

Principal occupation or employment ◾  Former Chairman of DCT Industrial Trust Qualifications Extensive experience in the REIT industry, including cross-border experience. Expert in real estate development, acquisitions, finance and operations. Significant knowledge of capital allocation, strategic planning and accounting.

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| Corporate Governance

Independent DirectorsCorporate Governance

Corporate Governance Guidelines

Our boardBoard of directorsDirectors has adopted a set of Corporate Governance Guidelines (“CGGs”), which describe the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. Our CGGs are found on the Company’s website at www.regencycenters.com. The Board, directly and through its Nominating and Governance Committee, regularly reviews developments in corporate governance and best practices, and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as necessary or desirable.

Director Independence

Our Board of Directors has determined that Josephnine of our eleven directors (Joseph F. Azrack, Bryce Blair, C. Ronald Blankenship, Mary Lou Fiala,Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor John C. Schweitzer and Thomas G. Wattles,Wattles), or 82%, are “independent” as defined by applicable New YorkNasdaq Stock ExchangeMarket listing standards and that Deirdre J. Evens will also be independent upon her election.

standards. The boardBoard annually reviews all commercial and charitable relationships of directors and determines whether directors meet these categoricalapplicable independence tests. InTo assist in making its determination with respect to independence forthese determinations, the directors identified above as independent, the board does not consider any transactions, relationships or arrangements involving these directors that are not disclosed in this proxy statement.

Board Succession Plan

Believing strongly that the quality, dedication and chemistry of the board are key factors in the Company’s success, the boardhas adopted a Board Succession Plan in 2014, establishing a measured plan for board refreshment over a periodset of years. The board believes that a well-conceived succession plan will help maintain these vital characteristics in the future. The plan is periodicallyre-evaluated and was most recently amended in 2017. Among the goals of the amended PlanIndependence Standards, which are the reduction of the average director tenure and increased diversity, including diversity in gender, ethnicity and experience.

In the four years since the adoption of the board succession plan, four long-term independent directors have retired from our board pursuant to the process set forth in the Plan, includingCGGs, which meet or exceed the Nasdaq Stock Market listing standards.

Board Leadership Structure

The roles of Executive Chairman of the Board and Chief Executive Officer are currently separate. Our Board does not have a formal policy on whether the same person should serve in both roles at the same time and believes that it should have the flexibility to periodically determine the leadership structure that it believes is in the best interest of the Company and its shareholders.

Since January 1, 2020, Mr. Bank, who will retire from our board in 2018. In those years,Stein has served as Executive Chairman of the average tenure has decreased from 14 years to approximately 10 years. IfBoard given his extensive history with the Company and vast knowledge of the real estate industry. Ms. Palmer serves as Chief Executive Officer and Ms. Evensas a member of the Board. Pursuant to the CGGs, if the Chairman is also an employee of the Company (as Mr. Stein is, as Executive Chairman), the Board shall elect an independent Lead Director. Mr. Blankenship was appointed Lead Director in 2019.

Role of Independent Lead Director

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Corporate Governance |

Meetings of Board of Directors

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management (including the non-independent directors) present. These executive sessions are elected, our board will have eleven (11) directors afterchaired by the annual meeting of shareholders in 2018, fiveindependent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom will have joined since 2014.are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2020.

If elected,Board Membership

The Nominating and Governance Committee assists the newest directors will increase the number of our female directors from one to three.

In our refreshment process, we consider potential candidates from a variety of sources. From time to time, and most recently in 2016 and 2017, we have used an executive search firm to assist us in our goal to increase gender diversity on our board, as well as diversity in experience, skills and perspective. Through these and other means, the board has continued to refresh the board by adding directors who will bring a sufficient range of different perspectives to bear, generate appropriate challenge and discussion, and fulfill its oversight responsibilities to foster significant value creation for our shareholders. We believe that, in alignment with our plan, our board reflects a balanced set of more experienced board members and less tenured directors who bring fresh perspectives.

Procedures for NominationBoard of Directors

The nominating and corporate governance committee assists the board in establishing criteria and qualifications for potential boardBoard members. The committee identifies individuals who meet such criteria and qualifications to become boardBoard members and recommends to the boardBoard such individuals as potential nominees for election to the board of directors atBoard.

In addition, using the next annual meeting of shareholders.

The nominating and corporate governance committee works with the board of directors to determine the appropriate characteristics, skills and experiences for both individual directorsmatrix set forth on page 9 and the board as a whole. The objective is to have a board with diverse backgrounds and experience in relevant areas for the benefitneeds of the Company. Characteristics expected of all directors include independence, integrity, sound business judgment and willingness to represent the long-term interests of all shareholders. In evaluating the suitability of individuals as board members,Board, the committee takes into account many factors but does not have a policy that focuses on any one factor. The factors considered by the committee include: familiarity with our industry; understanding of finance and capital markets; knowledge of the retail industry; expertise in business operations and developing and executing strategies; marketing; disciplines relevant to publicly traded companies; diversity; educational and professional background; and personal accomplishments. In addition, the committee will look forseeks competencies, attributes, skills and experience that will complement and enhance the board’sBoard’s existingmake-up, including length ofwhile taking into account anticipated or possiblefuture service tenures and expected retirements to assist with boardBoard succession and transitions. The committee evaluates each individual in the context of the boardBoard as a whole, to recommend a group that can best perpetuate the success of our business.Company.

When vacancies develop,Directors may not stand for re-election after reaching age 75, unless the nominatingBoard elects to waive this limitation.

Succession Planning, Board Refreshment and corporate governanceDiversity

The mix of skills, experience, tenures and competencies, as well as the continuity of our Board has been integral, over time, to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. After initially adopting a succession plan in 2014, this plan has been revisited and revised by the Board in 2017 and again in 2020.

Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. The Nominating and Governance Committee also assesses diversity through its annual assessment of Board structure and composition and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors considered when identifying individuals for Board membership. We believe that diversity with respect to gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.

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| Corporate Governance

Since 2015, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix and nominee biographies. The Board’s 2020 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2015 include:

Director Nominee Selection Process

Our Nominating and Governance Committee solicits input regarding potential new candidates from a variety of sources, including existing directors, senior management and senior management. Ifshareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, the committee deems it appropriate, it engages a third-partyBoard currently has engaged an executive search firm.firm to assist us in the recruitment of an ethnically diverse candidate for our Board. Through these and other means, the Board has continually refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise on the Board. The committee evaluates potential candidates based on their biographical information and qualificationsa variety of factors and also arranges personal interviews of qualified candidates by one or more committee members, other boardBoard members and senior management.

Directors may not stand forre-election after reaching age 75, unless the board elects to waive the mandatory retirement age.management, where appropriate.

As noted above, our Nominating and Governance Committee is currently conducting a formal search for an ethnically diverse candidate for our Board. When the Board selects a candidate, the Board expects that it will increase its size to twelve and appoint the new candidate to the Board to serve until the 2022 Annual Meeting of Shareholders, when the new director will stand for Regency Centers  Corporation re-election by the shareholders.

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Shareholder Recommendations for Potential Director Nominees

The nominating and corporate governance committee will consider written recommendations from shareholders for potential nominees for director for election in 2019. The names of suggested nominees, together with the information set forth below, should be submitted for consideration to our Corporate Secretary, at our address set forth on page 41 of this proxy statement, no later than November 12, 2018. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Recommendation for Director.”

To be a valid submission for recommendation to the nominating and corporate governance committee for a potential nominee, the form of recommendation must set forth:Governance |

Director Candidate Nominations through Proxy Access

Our bylaws providemake proxy access for shareholders, pursuantavailable to whichour shareholders. Under this process, a shareholder or group of up to 20 shareholders satisfying specified eligibility requirementswho have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years may seek to include director nominees in our proxy materials forat our annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office. Suchon the Board, such number will be reduced by the number of individuals that the board of directorsBoard nominates forre-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal.

Proxy To be eligible to use proxy access, is subject to additionalsuch shareholders must satisfy other eligibility, proceduralprocedure and disclosure requirements set forth in our bylaws.

MeetingLimits on Board Service

Our Board of Directors does not allow “overboarding”, which refers to a director serving on an excessive number of public company boards. Excessive board commitments can lead to a director being unable to appropriately fulfill his or her duties to the Company and its shareholders. Our CGGs have long limited the number of boards on which our directors and officers can serve, and further provide that no more than two active Regency executives may serve on our Board at any time. Our CGGs provide the following limitations:

* Maximum number includes service on Regency’s Board.

** Notwithstanding anything to the contrary, no Regency officer may serve on more than one outside public company Board unless a specific exception is made by the Chairman of the Board.

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of Directorsour shareholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director and Chair of our Nominating and Governance Committee, is currently structured and carried out as follows:

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| Corporate Governance

Risk Oversight

Our board held four regular meetingsBoard actively oversees material risks that could impact the Company. This oversight is conducted both directly and two special meetings during 2017. All directors attended at least 75% of all meetingsthrough committees of the boardBoard. The Board satisfies this responsibility through reports by each committee chair after each meeting regarding the applicable committee’s considerations and boardactions, as well as through regular reports directly from officers and management level committees on which they served during 2017.responsible for oversight of particular risks within the Company.

Board Committees

Management Committees

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Corporate Governance |

Standing Committees

Our independent directors meet quarterly in conjunction with the regular board meetings. The independent directors have elected John C. Schweitzer as lead director. As lead director, Mr. Schweitzer presides at the independent directors’ meetings. See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Schweitzer or any of the other independent directors.

We do not have a formal policy requiring directors to attend annual meetings of shareholders. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate that directors will attend the annual meeting. All of our directors attended the 2017 annual meeting.

Our board of directorsDirectors has established fivefour standing committees: an audit committee,Audit Committee, a compensation committee,Compensation Committee, a nominatingNominating and corporate governance committee, an investment committeeGovernance Committee and an executive committee, which areInvestment Committee, each as described below. Members of these committees are elected annually by our boardBoard of directors.Directors. The charter of each committeeof these committees is available on our website at www.regencycenters.com or in printed form by contacting Barbara C. Johnston, Senior Vice President, Secretary and General Counsel at(904) 598-7000.

Board Leadership Structure

Our board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the

www.regencycenters.com.

14        Regency Centers Corporation 2018 Proxy Statement

| Corporate Governance

Nominating and Corporate Governance Committee. The nominating and corporate governance committee presently is comprised of Bryce Blair (Chairman), Raymond L. Bank, David P. O’Connor, Mary Lou Fiala and John C. Schweitzer, met four times during 2017. All members of the nominating and corporate governance committee are independent as defined under the applicable listing standards of the New York Stock Exchange. The duties of the nominating and corporate governance committee include: