UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

DDRSITE Centers Corp.

(Name of Registrant as Specified in Its Charter)

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						Notice of Annual Meeting of Shareholders and 2018 Proxy Statement

To the Holders of Common Shares of DDRSITE Centers Corp.:

The 20182020 Annual Meeting of Shareholders of DDRSITE Centers Corp. will be held as follows:

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 2, 20181, 2020

20182020 Proxy Statement Table of Contents

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1. Proxy Summary

This Proxy Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

MEETING DATE, TIME AND LOCATION

TUESDAY, MAY 8, 201812, 2020 AT 9:00 A.M. LOCAL TIME

Loews Regency Hotel

540 Park Avenue

New York, New York 10065

PROPOSALSAs part of our contingency planning regarding novel coronavirus (COVID-19), we are preparing for the possibility that the date, time or location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so in advance through a press release and public filing with the Securities and Exchange Commission, and details will be available at www.sitecenters.com/investors.

PROPOSALS

VOTING

You may vote if you were a shareholder of record of SITE Centers Corp. (“SITE Centers”, “we”, “us”, “our” or the “Company”) at the close of business on March 14, 2018,20, 2020, the record date for the Annual Meeting. We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, along with the accompanying2019 Annual Report and Proxy Card on or about April 2, 20181, 2020 to all shareholders entitled to vote.

You may vote your shares in person at the Annual Meeting or vote by proxy in any of the following ways:

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2. Proposal One: Election of Eight Directors

Proposal Summary and Board Recommendation

At the Annual Meeting, unless you specify otherwise, the common shares represented by your proxy will be voted to elect the eight Director nominees of DDR Corp. (“DDR” or the “Company”).identified below. If any of the nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of the Board remains unchanged, then our Board of Directors (the “Board”) remains unchanged, then our Board intends that proxies will be voted for the election of a substitute Director nominee designated by our Board as recommended by the Nominating and Corporate Governance Committee.

BOARD RECOMMENDATION:

“For” All Eight Director Nominees

Nominees for Election at the Annual Meeting

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve aone-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified. Upon consummation of our previously announced plan tospin-off a portfolio of 50 properties, comprised of 38 Continental U.S. assets and the entirety of our Puerto Rico portfolio, into a separate, publicly-traded REIT named Retail Value Inc., the Company expects that Messrs. Roulston and Sholem will resign from the Board and join the board of directors of Retail Value Inc. Thisspin-off is expected to be completed during the summer of 2018.

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meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or nominee has with us (either directly or indirectly), and only those Directors or nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

Director Qualifications and Review of Director Nominees

The Nominating and Corporate Governance Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, action to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices.

In evaluating a Director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a Director; independence and willingness to consider all strategic proposals; any other criteria established by our Board and any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and Corporate Governance Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in accordance

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Proxy Access

With the support of our shareholders, our Code of Regulations was amended in 2018 to be voted upon by shareholders at the 2018 Annual Meeting to implementprovide proxy access pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include Director nominees in connection with futureour proxy materials for annual meetingsmeetings. To be eligible to use proxy access, such shareholders must, among other requirements:

The maximum number of shareholders. If implemented, such procedures will impactDirector nominees that may be submitted pursuant to these provisions may not exceed 20% of the mannernumber of Directors then in which shareholders may nominate Director candidates for election to the Board.office but in no event shall be less than two.

Majority Vote Standard

Consistent with best corporate governance practices, the Company’s Articles of Incorporation provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections.elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “for”“For” or “against”“Against” the Director’s election and an affirmative majority of the total number of votes cast “for”“For” or “against”“Against” a Director nominee will be required for election. Shareholders are entitled to abstain with respect to the election of a Director. With respect to the election of Directors, brokernon-votes and abstentions will not be considered votes cast at the Annual Meeting and will be excluded in determining the number of votes cast at the Annual Meeting.

Cumulative Voting

Although the Board has submitted a proposal included in this Proxy Statement to be voted upon by shareholders at the 2018 Annual Meeting to eliminate the ability of shareholders to exercise cumulative voting in future Director elections, shareholders have the right to request cumulative voting for the election of Directors at the 2018 Annual Meeting. If written notice is given by any shareholder to our President, any Vice President or the Secretary at least 48 hours before the 2018 Annual Meeting that the shareholder desires that cumulative voting be used for the election of Directors, and if an announcement of the giving of that notice is made when the Annual Meeting is convened by the Chairman of the Board, the President or the Secretary, or by or on behalf of the shareholder giving that notice, then each shareholder will have the right to cumulate the voting power that the shareholder possesses in the election of Directors. This means that each shareholder will be able to give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of common shares owned by such shareholder, or to distribute the shareholder’s votes on the same principle among two or more candidates, as the shareholder may elect. If voting for the election of Directors is cumulative, the persons named in the accompanying Proxy Card will vote the common shares represented by proxies given to them in such manner so as to elect as many of the nominees as possible.

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3. Board Governance

Board Leadership

Mr. Ahern serves as Chairman of the Board. The position of Chairman of the Board is anon-executive officer position and is expected to be held by anon-employee, independent Director. The Chairman of the Board has the following responsibilities, among others as may be determined by our Board:

We believe that an independent Chairman of the Board, separate from our Chief Executive Officer, recognizes the time, effort and commitment that our Chief Executive Officer is required to devote to his position and to fulfill his responsibilities and the independent oversight required by our Chairman of the Board. This structure also enables our Board as a whole to fulfill its responsibility to oversee the risks presented by the Company’s long-term strategy, business plan and model.

Meetings of Our Board

During the fiscal year ended December 31, 2017,2019, our Board held eightfive meetings and undertook sevenone written actions. In 2017, allaction. Each of our Directors attended 100%at least 75% of the aggregate of (i) the number of meetings of ourthe Board withwhich were held during the exceptionperiod that such person served on the Board and (ii) the number of a Director who was absent for two meetings.meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. All of our then current Directors nominated for election attended the Annual Meeting of Shareholders in May 2017 with the exception of one Director.2019. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings ofNon-Management and Independent Directors

Thenon-management Directors meet in executive session in conjunction with each regularly scheduled Board meeting. These meetings are chaired by the Chairman of the Board. In addition, as required by our Corporate Governance Guidelines, the independent Directors meet at least once per year to the extent our Board includes one or morenon-management Directors who are not independent.

Committees of Our Board

During 2017 and during 2018, prior to our Annual Meeting,2019, our Board had the committees described below. The information regarding our committees set forth below reflects the participation of Mr. Robert H. Gidel, who currently serves as a Director but is not standing forre-election to our Board at the 2018 Annual Meeting. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, which, along with our Corporate Governance Guidelines, are posted on our website atwww.ddr.comwww.sitecenters.com, under “Governance” in the “Investors”“Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.

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Risk Oversight

WithManagement is responsible forthe day-to-day management of risks, while the Board, as a whole and through our Audit Committee, is responsible for overseeing the risk assessment and risk management functions of the Company. The Board comprised ofhas delegated responsibility for reviewing our policies with respect to risk assessment and risk management and independent Directors, members ofto our Audit Committee through its charter. The Board bring a variety of perspectives to address risks facedhas determined that this oversight responsibility can be most efficiently performed by our Company.Audit Committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal controls over financial reporting, security of information technology systems and data, and legal, ethical and regulatory compliance. Our Board’s role in enterprise risk management (ERM) includes receivingAudit Committee regularly reports from members of senior management on areas of material risk to the Company, including operational, financial, strategic and compliance risks. The Company has an ERM Committee, comprised of senior management and chaired by the Chief Executive Officer, which meets periodicallyBoard with respect to identify risks and risk mitigation strategies. The Audit Committee assists our Board in its oversight responsibilities by, among other matters, reviewing reports prepared by the ERM Committee and reporting, on at least an annual basis, to our full Board on the Company’s ERM program. This enables our Board and its committees to coordinate their risk oversight role.of these areas.

Compensation of Directors

Director Compensation Program

During 2017, the2019, ournon-employee Directors were compensated in the form of an annual cash retainer and an annual stock retainer, as shown below, which alignswere intended to align the interests of our Directors and our shareholders. For Directors serving less than the full year, the annual cash retainer and any applicable committee fees paid were prorated based on the dates served.shareholders, as shown below.

Beginning in May 2018, in lieu of an annual stock retainer of 8,000 common shares per year,non-employee Directors will receive an annual stock retainer equal in value to approximately $100,000 paid quarterly based on the share price of our common stock at the time of grant.

Non-employee Directors are also paid fees for service on certain committees as set forth below and for service as the Chairman of the Board. The Director who serves as the Chairman of the Board receives an annual fee of $100,000 in addition to the fees paid to allnon-employee Directors. Fees are paid to committee members, the respective committee chairs and the Chairman of the Board in quarterly installments in the form of cash or common shares, at athe Director’s election. Each Director is also reimbursed for expenses incurred in attending meetings because we view meeting attendance as integrally and directly related to the performance of the Directors’ duties.

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20172019 Director Compensation

In accordance with the compensation program described above, thenon-employee Directors received the following compensation during 2017:2019:

Directors’ Deferred Compensation Plan

Non-employee Directors have the right to defer the receipt of all or a portion of their fees pursuant to our Directors’ Deferred Compensation Plan. Our Directors’ Deferred Compensation Plan is an unsecured, general obligation of the Company. Participants’ contributions are converted to units, based on the market value of our common shares, so that each unit is the economic equivalent of one common share but without voting rights. Settlement of units is made in cash, common shares or a combination of both (as permitted by the plan administrators) at a date determined by the participant at the time a deferral election is made. Prior to settlement, each unit earns dividend equivalents in an amount equal to any dividends paid on our common shares during the deferral period. We have established a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under the plan. Common shares equal to the number of units credited to participants’ accounts under the plan are contributed to the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors of the Company. During their terms as Directors, Messrs. Ahern and MacFarlane and RoulstonMs. Sweeney have deferred compensation represented by the following number of units as of December 31, 2017:2019:

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Equity Deferred Compensation Plan

During his term as a Director prior to 2006, Mr. Ahern also had the right to defer the vesting of restricted shares pursuant to the Company’s Equity Deferred Compensation Plan. Vested deferred stock units under the Equity

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Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2018,2020, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

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Environmental, Social and Governance (“ESG”) Highlights

SITE Centers is a self-administered and self-managed REIT in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing and managing shopping centers. We aspire to be a good corporate citizen, maintain an exciting workplace for our employees, operate our properties sustainably and engage with the many communities we serve, while driving value creation and favorable returns for our shareholders. Our ESG initiatives are detailed in our annual Corporate Responsibility and Sustainability Report (the “Report”), which was completed in accordance with Global Reporting Initiative (“GRI”) standards and can be found in the “Sustainability” section of our website atwww.sitecenters.com. Below are some of the highlights of this Report along with recognition we have recently received on account of our ESG initiatives.

Recent Recognition

Environmental

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4. Proposal Two: Adoption of an Amendment to the Company’s Articles of Incorporation to Eliminate the Ability of Shareholders to Exercise Cumulative Voting in the Election of Directors

Proposal SummarySocial and Board Recommendation

We are asking our shareholders to adopt an amendment to our Third Amended and Restated Articles of Incorporation to eliminate the ability of shareholders to exercise cumulative voting in Director elections. Under Ohio law, because our Third Amended and Restated Articles of Incorporation currently do not address cumulative voting, our shareholders can cumulate votes in Director elections at any meeting held for that purpose, whether or not the election is contested. Cumulative voting enables a shareholder to cumulate his or her voting power by giving one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of shares held by the shareholder, or distributing those votes among two or more candidates as the shareholder sees fit. Thus, with cumulative voting, a shareholder can cast all of his, her or its votes “for” one candidate or a small group of candidates, instead of voting either “for” or “against” each candidate.

Consequently, a candidate may be elected even if he or she was not supported by the holders of a majority of our shares. For example, because eight Directors are to be elected at the Annual Meeting of Shareholders, a group of shareholders collectively holding approximately 10% of our outstanding common shares, by merely cumulating and casting votes for a single Director candidate, could elect one Director in a contested election, even if the candidate is not supported by approximately 90% of shareholders, based on 369,271,805 common shares outstanding on March 14, 2018 and assuming approximately 89% of the outstanding common shares are voted at the Annual Meeting of Shareholders.

The Board of Directors believes that each Director is accountable to and should represent the interests of all of our shareholders, and not just to a minority shareholder that has cumulatively voted its shares and that may have special interests contrary to those of a majority of our shareholders. Among other things, the election of Directors with little or no support from shareholders, other than a particular minority shareholder, could result in partisanship and discord on the Board of Directors, and may impair the ability of the Directors to act in the best interests of all of our shareholders and the Company. The Board of Directors, therefore, believes that each candidate should be elected only if he or she receives broad support, which may not be the case under a cumulative voting system.

Furthermore, the Board of Directors believes that very few comparable companies have cumulative voting in the election of Directors, and retaining cumulative voting makes our governance practices inconsistent with market standards.

Finally, as described in Proposal Three, we are also asking shareholders to adopt proxy access procedures for Director elections at future annual meetings. The Board of Directors believes that cumulative voting is incompatible with proxy access, which provides substantial shareholders with the means to influence Director elections significantly by directing all or a large percentage of their votes toward just one Director’s seat. Moreover, proxy access is intended to give individuals or small shareholder groups an ability to influence Director elections by including nominees in our proxy materials. Consequently, eliminating cumulative voting will ensure that only those nominees with broad shareholder support will ultimately be elected to the Board of Directors. For these reasons, the Board of Directors believes that eliminating cumulative voting when implementing proxy access procedures strikes an appropriate balance.Human Capital Management

DDR

Governance

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This proposal to eliminate cumulative voting is not in response to any shareholder effort of which we are aware to remove any Directors or otherwise gain representation on the Board of Directors, to accumulate our common shares, or to obtain control of the Company or the Board of Directors by means of a solicitation in opposition to management or otherwise.

The actual text of the proposed revisions to ARTICLE SEVENTH of our Third Amended and Restated Articles of Incorporation, marked with underlining to indicate additions, is attached to this Proxy Statement as Annex A. The amendment to the Third Amended and Restated Articles of Incorporation will become effective upon its filing with the Secretary of State of Ohio (which is expected to occur promptly following shareholder approval), subject to shareholder approval of this4. Proposal Two.

Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and brokernon-votes will have the same effect as votes cast against the proposal. If this proposal is approved by our shareholders, it will be implemented only if Proposal Threeis also approved. Accordingly, even if this proposal is approved by our shareholders, it will not be implemented unless Proposal Threeis also approved by our shareholders at the Annual Meeting.

BOARD RECOMMENDATION:

“For” the Adoption of an Amendment to the Company’s Articles of Incorporation to

Eliminate the Ability of Shareholders to Exercise Cumulative Voting in the Election of Directors.

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Half of our Chief Executive Officer’s and, excluding Mr. Fennerty, 60% of our other named executive officers appropriately reflectsofficers’ annual incentive award payout for 2019 was determined by reference to the Company’s performance with respect to two key achievements resultingquantifiable metrics: growth in same property net operating income (“Same Store NOI”) and operating funds from the leadershipoperations (“Operating FFO”). The remaining portion of these namedexecutives’ annual incentive award was tied to the Compensation Committee’s assessment of individual performance and the achievement of objectives for which the executive officers. Our namedwas individually responsible. For Mr. Fennerty, whose annual incentive compensation program was established early in 2019 at a time when he was not serving as an executive officer compensation program has been designed to:

of the Company, his 2019 incentive award was determined entirely based on a subjective, discretionary assessment of his individual performance by the Compensation Committee. We believe you should vote “FOR” the 2019 compensation of our named executive officers because the compensation actually earned by our named executive officers for 2017 performance, as described in this Proxy Statement,it was aligned with both ourpay-for-performance philosophy and our actual 2017 performance.2019 performance and appropriately reflects key achievements resulting from their leadership.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172019 and the Proxy Statement for the 20182020 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee

Terrance R. Ahern, Chair

Victor B. MacFarlaneJane E. DeFlorio

Barry A. SholemDawn M. Sweeney

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 20172019 were Terrance R. Ahern, Victor B. MacFarlaneJane E. DeFlorio, and Barry A. Sholem.Dawn M. Sweeney. None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has onefor which any of Mr. Ahern or moreMses. DeFlorio or Sweeney at the same time serves or served as executive officer. Also, none of our executive officers servingserves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board or Compensation Committee.Board.

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8.5. Compensation Discussion and Analysis

Executive SummaryOverview

In this section of the Proxy Statement, we explain and discuss our 20172019 executive compensation program that appliedprogram. This discussion is also intended to describe our compensation policies with respect to our named executive officers. We also describe the principles underlyingofficers and to provide a review of our named executive officer compensation policies and practices, including ourpay-for-performance compensation philosophy. In addition, we outline our named executive officer compensation decisions for 20172019. Our goal is to provide a better understanding, both in light of theabsolute terms and relative to our performance, of the Companyour compensation practices and the transition indecisions made concerning the compensation payable to our executive management team.

Impact of Management Transition on Compensation Disclosure

In March 2017, David R. Lukes was appointed our President andofficers, including the Chief Executive Officer, or CEO, and the other executive officers named in connection with the separation of Thomas F. August, who served“2019 Summary Compensation Table” below. We refer to the executive officers included in that table as a memberour “named executive officers”.

The Compensation Committee of our Board, from May 2016referred to March 2017in this section as the “Committee,” generally designs and asadministers our President and Chief Executive Officer from July 2016executive compensation program. All principal elements of compensation paid to March 2017. Concurrently, Michael A. Makinen was named our Executive Vice President and Chief Operating Officer in connection with the separation of William T. Ross, our former Chief Operating Officer, and Matthew L. Ostrower was named Executive Vice President, Chief Financial Officer and Treasurer. Christa A. Vesy, who had served as our Executive Vice President, Chief Accounting Officer and Interim Chief Financial Officer prior to March 2017, ceased to hold the position of Interim Chief Financial Officer as of March 2017 but remained our Executive Vice President and Chief Accounting Officer. In connection with this management transition, Vincent A. Corno, our former Executive Vice President of Leasing and Development, also separated from the Company.

As a result of the management transition, we have seven named executive officers (“NEOs”) for 2017. Fourare subject to approval by the Committee.

Executive Summary

2019 Performance Highlights

Following our management transition in 2017 and the RVIspin-off and Dividend Trust Portfolio transactions in 2018, we focused our efforts in 2019 both on the continued execution of the five-year sustainable growth plan announced at our October 2018 Investor Day presentation and on continued improvement of our NEOs, whobalance sheet. Our five-year plan targets average annual growth in Same Store NOI of 2.75%, annual growth in Operating FFO of 5.00% and annual growth in net asset value (“NAV”) of 5.00%. As outlined in that presentation, significant drivers of projected Same Store NOI and NAV growth include plans to lease 60 anchor vacancies identified at the time of the presentation and make opportunistic investments of $75 million per year on average. As of January 31, 2020, we referhad leased 38 of the 60 anchor vacancies identified at the October 2018 presentation, of which 25 spaces were open and paying rent. During the course of 2019, we also invested an aggregate of approximately $99 million through a combination of the repurchase of 1.2 million of our common shares at an average cost of $11.31 per share and the acquisition of three shopping centers for an aggregate purchase price of approximately $85 million. This collective activity contributed significantly to as our “Current Officers”, were still serving as2019 Same Store NOI growth of 3.6% and 2019 Operating FFO of $1.27 per share.¹

We also took significant steps in 2019 to continue to improve the strength of our executive officers asbalance sheet and the quality of our portfolio. In October 2019 we sold approximately 13.2 million shares of our common stock for net proceeds of approximately $195 million ($14.76 per share). In November 2019, we used the proceeds from this offering to redeem all of our outstanding 6.50% Class J Cumulative Redeemable Preferred Shares having an aggregate liquidation preference of $200 million. In addition, in October 2019, we announced an agreement to sell our 15% stake in the DDRTC joint venture, comprised oftwenty-one properties with population and household income demographics substantially below those of our consolidated portfolio, to our joint venture partner for net proceeds of approximately $143 million before giving effect to working capital adjustments in a transaction which closed in February 2020.

We believe that support for the execution of our strategy to date is evidenced by the performance of our common stock and feedback from the investment community. From December 31, 2017:14, 2017, the date on which the Company’s current management team commenced the implementation of its strategy with the announcement of its plan to spin off RVI, through close of trading on February 28, 2020, the total shareholder return on the Company’s common shares was 0.6% compared to a return of-5.9% for the FTSE NAREIT Shopping Center Index.

The three remaining NEOs, who we collectively refer to as the “Former Officers”, were no longer employed by us as of December 31, 2017:

The following discussion is intended to focus on compensation arrangements with respect to our Current Officers. Information regarding compensation arrangements with our Former Officers is separately discussed in the section below entitled “2017 Compensation Program – Separation Payments and Benefits for Former Officers”.

Overview of Key 2017 Compensation Decisions and Actions

In March 2017, we entered into new employment agreements with Messrs. Lukes, Makinen, and Ostrower, and in December 2016 we entered into a new employment agreement with Ms. Vesy. These employment agreements form the foundation of our executive compensation program, which is designed to balance three objectives: to attract and retain highly qualified individuals; to incentivize them to deliver superior returns to our shareholders through the execution of a well-crafted strategy, the achievement of key financial and operational goals and the reduction of the risk profile of the Company; and to ensure that the cost of our compensation program is reasonable to shareholders. The program emphasizes the use of “at risk” performance-based awards for both annual and long-term compensation in order to better align the interests of our management team with those of

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Chief Financial Officer Transition and Employment Agreement

On November 5, 2019, Mr. Ostrower, our shareholders. In approvingformer Executive Vice President, Chief Financial Officer and Treasurer, informed us of his intention to terminate his employment with us. Upon his departure from the employment agreementsCompany on November 27, 2019, Mr. Ostrower forfeited all time-based and performance-based equity which had not previously vested in accordance with its terms. Mr. Ostrower also did not receive any annual incentive compensation payout in connection with his service to the Company in 2019.

On November 6, 2019, the Board appointed Mr. Fennerty as the Company’s Executive Vice President, Chief Financial Officer and Treasurer effective upon Mr. Ostrower’s departure. Mr. Fennerty was not serving as an executive officer of the Company at the beginning of 2019, so he did not participate in all of the same compensation programs as our other named executive officers. We have outlined where there are differences in the compensation programs for our Current Officers, the Compensation Committee, which we refer toMr. Fennerty in this section ofProxy Statement. In particular, compensation arrangements with Mr. Fennerty, and considerations relevant to the Proxy Statement as the “Committee”, sought to provide competitive target annual compensation and considered market data and the recommendations provided by our independent compensation consultant, Gressle & McGinley LLC (“Gressle & McGinley”). More information concerning the terms of the employment agreements for our Current Officers is provided under the section immediatelyCommittee’s design thereof, are more fully described below entitled “Compensation Program Design” as well as under the section entitled “Employment Agreements” in the “Executive Compensation Tables and Related Disclosure” section of this Proxy Statement.

The principal components2019 Annual Incentive Compensation Program Overview

Our 2019 annual performance-based incentive compensation program for our named executive officers, excluding Mr. Fennerty, was adopted by the Committee in March 2019 and was based upon a combination of quantitative and qualitative performance measures. Half of our CEO’s and 60% of our other participating named executive officers’ annual incentive award for 2019 was linked to the Company’s performance during the year with respect to two key metrics: Same Store NOI growth and Operating FFO. The remainder of the annual incentive award determinations involved a qualitative assessment of each participating named executive officer’s performance, with particular consideration given to the achievement ofpre-identified goals for which each participating executive was individually responsible.

Mr. Ostrower resigned his employment with us effective November 27, 2019 and therefore did not receive any annual incentive payment on account of his performance in 2019. In addition, in contrast to the program described above, Mr. Fennerty’s 2019 annual performance-based incentive compensation program consistwas originally designed in early 2019, prior to his appointment as an executive officer, to involve a subjective, discretionary assessment of his individual performance and was not based on formulaic performance metrics or specific goal assessment. In consideration of the significant portion of the year which had elapsed prior to Mr. Fennerty’s promotion as our Chief Financial Officer in November 2019, the Committee determined to retain this original design, and the amount of Mr. Fennerty’s 2019 annual incentive compensation was determined by the Committee based on a subjective assessment of his performance for the year.

According to this design, and based on the achievements highlighted below, the Committee approved annual incentive payments to our named executive officers for 2019 at the following levels:

In accordance with their employment agreements, annual incentive payments were provided to Messrs. Lukes, Makinen and Fennerty in cash and to Ms. Vesy in a combination of cash and RSUs.

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Overview of 2019 Equity Grants and Performance-Based Equity Results

2019 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 2, 2019, Messrs. Lukes, Makinen and Ostrower were granted 225,158, 75,053 and 75,053 performance-based RSUs having “target” values of $3 million, $1 million and $1 million, respectively, subject to a performance period beginning on March 1, 2019 and ending February 28, 2022. These performance-based RSUs (or “PRSUs”) become payable to the executives in shares of our common stock at the end of the performance period, if at all, based on the percentile rank of the total shareholder return (“TSR”) of the Company measured over the performance period as compared to the total shareholder return of a base salary, andefined group of peer companies, subject generally to the executives’ continued employment with us. If our TSR does not exceed the 33^rd percentile of the peer group during the performance period, no shares will be earned by the participants at the conclusion of the performance period. Upon his departure from the Company, Mr. Ostrower forfeited this award. For more information about these awards, see “– 2019 Compensation Program – Performance-Based and Retention-Based Equity Grants” below.

2019 Retention-Based RSU Awards. On February 22, 2019, Messrs. Lukes, Makinen and Ostrower were granted 70,476, 20,403 and 20,403 time-based RSUs having grant date fair values of $950,016, $275,032 and $275,032, respectively, which RSUs generally vest in substantially equal installments on each of the first three anniversaries of the grant date, subject generally to the executives’ continued employment with us. In general, these awards were granted to the executives to help motivate and retain the core of our successful leadership team, and to help us avoid losing them to other employment opportunities. Despite the Committee granting this award, Mr. Ostrower forfeited these time-based RSUs upon his departure from the Company in November 2019 to pursue another opportunity. In retrospect, Mr. Ostrower’s departure confirms the need for and the advisability of our Committee in designing and granting these retention awards in early 2019. Ms. Vesy also received 22,701 RSUs in early 2019 in settlement of her annual bonusincentive opportunity for 2018, which RSUs generally vest in substantially equal installments on each of the first three anniversaries of the grant date. On November 6, 2019, in connection with the execution of his employment agreement, Mr. Fennerty was granted 19,342 RSUs which vest in equal installments on the second and long-term performance equity. Duringthird anniversaries of the grant date. For more information about these awards, see “– 2019 Compensation Program – Performance-Based and Retention-Based Equity Grants” below.

Settlement of Certain 2017 Performance-Based Awards; Realized Pay. On March 1, 2017, in accordance with the terms of their employment agreements, the Company granted to each of Messrs. Lukes, Makinen and Ostrower also received an award of restricted share units (“RSUs”) with time-based vesting requirements in connection with their retentionperformance shares having a performance period ending on February 28, 2018, performance-based RSUs having a performance period ending on February 28, 2019 and the execution of their employment agreements, and Ms. Vesy received an award ofadditional performance-based RSUs with time-based vesting requirements in satisfaction ofhaving a portion of her 2016 annual performance-based incentive compensation. In addition, each of Messrs. Lukes, Makinen and Ostrower received awards of performance equity pursuant to their employment agreements. No amounts are guaranteed to be paid to our executives with respect to their annual bonus opportunities or their performance equity awards.

Given that Messrs. Lukes, Makinen and Ostrower joined us during the course of 2017, the Committee did not set specific performance metrics governing their 2017 bonuses; instead, bonus determinations for these officers were madeperiod ending on the basis of the Committee’s discretionary, qualitative evaluation undertaken at the conclusion of the year. In evaluating their performance, among other things, the Committee focused on the achievement of key personal and organizational goals and objectives, including extending the weighted average maturity profile of the Company’s indebtedness, disposing ofnon-core assets in order to further reduce leverage levels, reducing general and administrative expenses and developing a long-term strategy. Based on the substantial progress made by the new management team during the remainder of the year with respect to these objectives, the Committee awarded cash bonuses to these executives in the following amounts, expressed both in absolute amount and as a percentage of the bonus targets set forth in their employment agreements(pro-rated for the actual number of days employed by us in 2017):

The Committee adopted a 2017 annual incentive compensation program for Ms. Vesy, the only Current Officer who was our employee for all of 2017, based on a combination of Same Store Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) growth and the achievement of individual objectives (in each case, as further described below). Based on our Same Store EBITDA results and the Committee’s assessment of Ms. Vesy’s individual performance, the Committee awarded her a 2017 annual incentive in the amount of $255,000 which is 100% of the bonus target set forth in her employment agreement, of which amount $136,000 was paid in cash and $119,000 was paid in the form of RSUs. In acknowledgment of Ms. Vesy’s service as Interim Chief Financial Officer during a portion of 2017 and her significant contributions to the Company’s management transition and proposedspin-off transaction, the Committee also awarded Ms. Vesy special bonus compensation of $68,000 in cash and $85,000 in RSUs.

In early 2018, consistent with its compensation philosophy, the Committee adopted a 2018 annual incentive compensation program for each of our Current Officers which is comprised of financial and operating metrics, including growth in same-property net operating income and operating funds from operations, and individualized goals.

February 28, 2020. Based on the relative performanceTSR of the Company’s share priceCompany during the twelve-month12-month period ended February 28, 2018, it was determined thatthe24-month period ending February 28, 2019 and the36-month period ended February 28, 2020, no shares were issuableearned by Messrs. Lukes, Makinen or Ostrower with respect to theone-year performance shares or thetwo-year and three-year performance-based RSUs having performance periods ending on those dates (the three-year performance based RSUs were forfeited by Mr. Ostrower upon his departure, but would not have paid out even if he had remained with the Company through the full performance period).

The results of these performance-based awards are evidence of the alignment of our compensation program with actual performance: due to the relative performance of our share price, the participating named executive officers have earned significantly less compensation to date than intended under our performance-based equity programs and less compensation than the target compensation levels provided in their March 2017 employment agreements. In addition, in certain cases our named executive officers have realized significantly less compensation than the compensation levels reported for applicable prior years (namely 2017) in the “2019 Summary Compensation Table” below. For example, although theone-year performance shares,two-year performance-based RSUs and three-year performance-based RSUs awarded to Mr. Lukes in March 2017 had grant date fair values of approximately $455,000, $918,000 and $1.4 million, respectively, and in the aggregate comprised approximately $2,773,000 of the $7,541,235 total compensation reported for Mr. Lukes for 2017 in the Summary Compensation Table, no compensation was ultimately paid to Mr. Lukes in respect of these awards.

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For a summary of performance-based equity awards granted to Messrs. Lukes, Makinen and Ostrower in 2017, 2018 and 2019 and their status through February 29, 2020, see “– 2019 Compensation Program – Status of Performance-Based Equity Grants” below.

Investor Outreach

We proactively meet with respectour largest shareholders from time to time in order to discuss a variety of topics regarding the performance shares awarded under their employment agreements having a performance period ending on that date. Similarly, no shares were issuedCompany and to Ms. Vesy on accountgive these investors an opportunity to raise questions and provide our management team with feedback. Since January 1, 2019, we have held meetings with sixteen of our largest institutional investors who we believe collectively own, together with members of the three measurement dates occurring during 2017 underOtto family, over 60% of our common shares as of December 31, 2019. Topics of discussion in these meetings often include executive compensation, the 2016 Value Sharing Equity Program (“2016 VSEP”).composition of our Board of Directors and other corporate governance matters. Based on the discussion of our executive compensation program at these meetings, we believe that these investors understand our executive compensation program and have a favorable view of the alignment of pay and performance created by the program’s significant use of performance-based equity. Based on these meetings, we are not aware of any significant shareholder concerns regarding our pay practices or executive compensation program.

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We entered into new employment agreements with Messrs. Lukes, Makinen and Ostrower in March 2017 and with Mr. Fennerty in November 2019, which agreements form the foundation of our executive compensation program for these NEOs.executives. In structuring arrangements withnegotiating these executives,agreements, the Committee worked closely with its compensation consultant, Gressle & McGinley. The Committee first focused on determiningemphasized the appropriate leveluse of target compensationperformance-based awards for our CEO, Mr. Lukes. To this end,both the Committee reviewed a report prepared by Gressle & McGinley that summarized the total target CEO compensation of our direct shopping center REIT peers, as well as theannual and long-term incentive components of suchthese executives’ compensation (salary, bonus and annualized equity). The report focused on 16 other public shopping center REITs with total enterprise values ranging from $330 million to approximately $17 billion which ownnon-mall retail assets similar to those of DDR (specifically, Kimco Realty Corporation; Brixmor Property Group Inc.; Federal Realty Investment Trust; Regency Centers Corporation; Weingarten Realty Investors; Retail Properties of America, Inc.; Equity One, Inc.; Acadia Realty Trust; Kite Realty Group Trust; Urban Edge Properties; Retail Opportunity Investments Corp.; Ramco-Gershenson Properties Trust; Cedar Realty Trust, Inc.; Urstadt Biddle Properties Inc.; Whitestone REIT; and Wheeler Real Estate Investment Trust, Inc.). This list was used solely for purposes of evaluating potential target annual compensation for Mr. Lukes, and not for performance equity award evaluation,non-competition or other purposes. In addition, the Committee focused on the report’s evaluation of the relationship between company size and actual CEO compensation for the disclosed entities based on information reported in proxy statements using a regression analysis. Based on this data and following negotiations with Mr. Lukes, the Committee determined that the target annual compensation for Mr. Lukes should be approximately $5.65 million (approximately the 75^th percentile of this group), which amount the Committee also felt was in line with actual compensation recently paid to CEOs of similarly sized shopping center REITs.

The Committee then considered how this target level of total compensation should be allocated between salary, annual cash bonus, performance equity and service-based equity. In allocating amounts between short-term and long-term compensation, and between cash and equity, the Committee had several objectives:

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Pay Governance

Over the past several years we have adopted a number of compensation-related policies and have entered into new employment agreements with our executives in order to implement several best practices in executive compensation. The following are key features of our executive compensation program.

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to our named executive officers. Pursuant to the Committee’s charter, the Committee has the authority to review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation, and supplemental retirement programs. Consistent with this authority, the Committee typically establishes financial performance metrics and targets used for annual performance-based incentives, conducts anin-depth review of performance against these objectives, reviews from time to time market pay practices as they relate to both cash-based and equity-based award programs primarily to remain informed about general compensation trends in the market, designs and adopts our long-term equity incentive compensation programs and specifically approves compensation arrangements for our Chief Executive Officer.

Our Chief Executive Officer provides significant input in setting the compensation for our other executive officers by providing the Committee with an evaluation of their performance and making recommendations for any adjustments to their base and target bonus compensation. The Committee can accept, reject or modify the Chief Executive Officer’s recommendations as it sees fit, subject to the terms of any applicable employment agreement.

Role of the Compensation Consultant in Executive Compensation

For 2017, the Committee continued its retention of Gressle & McGinley as its independent compensation consultant. Gressle & McGinley was selected as the advisor to the Committee based on its extensive knowledge of the REIT sector, especially retail REITs, its experience with the Company, and its deep knowledge and experience in designing executive compensation programs over the past 30 years across multiple sectors of the economy. The Committee has assessed the independence of Gressle & McGinley, as required under NYSE

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