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

  MEETING INFORMATION

 

DATE:		Tuesday, May 7, 2019Wednesday, April 29, 2020
TIME:		2:45 P.M.9:00 A.M., Eastern Time
PLACE:		Ponte Vedra Inn and Club Seafoam room, Surf Club building 200 Ponte Vedra Blvd. Ponte Vedra Beach, Florida 32082

  LIVE WEBCAST

The meeting will be available via live webcast on our website atinvestors.regencycenters.com.

  HOW TO VOTE

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 11, 2019.9, 2020.

 

		BY INTERNET www.proxyvote.com
		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 22, 2019,13, 2020, we will mail to our shareholders who have not previously requested to receive these materials by mail ore-mail a Notice of Internet Availability of Proxy Materials containing 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 as 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 Corporation 2019 Proxy Statement         i

2020 PROXY STATEMENT    i

| Table of Contents

Table of Contents

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Table of Contents |

2020 PROXY STATEMENT    iii

Proxy Summary |

		Regency Centers Corporation 2019 Proxy Statement         ii

| Proxy Summary

OUR COMMITMENT TO EXCELLENCE IN

PERFORMANCE AND SHAREHOLDER VALUE

Our combination2019 was another solid year of strategic advantages has resulted in consistent execution of our strategy. This is evidenced by our total shareholder return (TSR), which has outpaced the average of our property focused peers over the last five years.

Total Shareholder Return – 5 Year

Regency versus Peer Average

In 2018, we expanded our core peer group to evaluate relative performance on a broader group of shopping center REITs. Our property focused peers for the 20185-year return are: Acadia Realty Trust, Brixmor Property Group, Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Retail Properties of America, Inc., Retail Opportunity Investments Corporation, Site Centers Corporation, Urban Edge Properties, and Weingarten Realty.

OUR COMMITMENT TO EXCELLENCE IN PERFORMANCE

2018 marked another remarkable year for our Company as we continued our positive momentum in each key facetCompany. Growth of our business. The combination of accomplishments included growth in earnings as indicated by Net Income per share of $1.46 and NAREIT Funds from Operations per share to $3.83, or approximately $650 million, translating to compounded growth in Core Operating Earnings, which eliminates certainnon-recurring andnon-cash impacts, was over 4% when adjusted for the adoption of 7% overAccounting Standard Codification 842,leases. Dividend growth exceeded 5% for the last 3 years,year, and we maintained a healthy dividend payout ratio at about 72%. In August 2019, the Company announced its executive succession plan, which is later described under the “Compensation Discussion and Analysis” section on page 23. Our leadership team brings a deep understanding of the key aspects of the Company’s business, objectives, and vision and they are dedicated to continuing our seventh consecutive yeartime-tested strategies to ensure future success.

As we move forward into 2020, we remain confident in our abilities to deliver long term shareholder value through the execution and application of growth in same property net operating income (NOI)the Company’s unequaled combination of 3.4% or more, and the development, redevelopment and acquisition of exceptional retail centers.strategic advantages including:

2018 Performance Highlights

2019 Proxy StatementPerformance Highlights

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Proxy Summary |

OUR COMMITMENT TO EXCELLENCE IN STAKEHOLDER ENGAGEMENT

To own, operate, and develop successful shopping centers, we engage with a wide variety of stakeholders, including shareholders, bondholders, lenders, employees, joint venture andco-investment partnerships, tenants, and the local communities where our properties are located. Considering the needs and feedback of these stakeholders is crucial to the value-creation process as they are often vested in our projects and are in a position to significantly influence long-term success.

Stakeholder Group				Level of Engagement		Engagement Approach		Topics of Discussion
		Shareholders, Bondholders and Lenders		Organizational Level		◾ One-on-one meetings with individuals and institutions through headquarter visits, property tours and non-deal road shows ◾ Direct dialogue through Regency-hosted Investor Days and quarterly earnings conference calls ◾ Interactions facilitated via industry associations and sell-side analyst conferences ◾ Direct feedback through perception studies ◾ Information sharing via company filings		Company goals and strategic objectives, performance and expectations, transparent disclosure, corporate governance, other ESG initiatives
		Employees		Individual Level		◾ One-on-one engagement and annual satisfaction surveys ◾ Direct dialogue through employee review meetings, quarterly town hall meetings and Q&A sessions with the Executive Committee ◾ Open door policy that encourages employees to offer opinions or raise concerns informally ◾ Special project and training workshops ◾ Formal reporting mechanisms to raise issues such as fraud, harassment, etc.		Employee satisfaction, benefits and compensation, health and safety, career development and training, diversity and equal opportunity
		Co-Investment Partners		Organizational Level		◾ Dedicated Joint Venture Portfolio Management team ◾ Proactive and regular one-on-one dialogue ◾ Direct dialogue through property tours, monthly financial calls, quarterly leasing calls, and annual meetings		Property performance and expectations, ESG initiatives
		Tenants		Organizational Level/Asset Level		◾ One-on-one contact with tenants performed by in- house Property Management team ◾ Direct contact with national, regional and local retailer representatives ◾ Direct feedback via annual tenant survey and focus groups		Tenant performance, tenant satisfaction, property maintenance, property health and safety, property efficiency and sustainable building practices
		Communities		Project/Asset Level		◾ One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups ◾ Philanthrophy, both financial and volunteer time ◾ Direct dialogue through open houses and town halls ◾ Monitoring via social media		Project-specific information, community interests and needs, curated merchandising and placemaking

Our approach to stakeholder engagement is described in detail in our inauguralannual Corporate Responsibility Report posted on our website at www.regencycenters.com.

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| Proxy Summary

OUR COMMITMENT TO EXCELLENCE IN

CORPORATE RESPONSIBILITY

Our vision is to be the preeminent national owner, operator and developer of shopping centers, connectingcreating places that provide a thriving environment for outstanding retailers and service providers to connect with itsthe surrounding neighborhoods and communities while practicingbest-in-class corporate responsibility.communities. Our values, including the critical importance that we place on corporate responsibility, have been and always will be the foundation of who we are and what we do.

In 2018, the Company formed aThe corporate responsibility committee comprised of key members of management and other employees. Thisemployees lead the initiatives of our Company’s corporate responsibility. The committee reports annually to our nominating and corporate governance committee.

Our pillars of corporate responsibility include:

Our Communities: We are long-term owners of our centers with a local presence in every major market of operation. We believe it is imperative that we better the communities where we operate, live, and work. Philanthropy and giving back are cornerstones of what we do and who we are, more than 75% of Regency employees donated their time in 2018, and total philanthropic donations were nearly $1.4 million. Our local teams personally customize and cultivate our centers by bringing tenants and shoppers together. Our vibrant shopping centers utilize distinctive designs with an emphasis on convenience, visibility, and connectivity for the best retail environment possible.

Environmental Stewardship: We focus on five strategic priorities to identify and implement sustainable business practices and minimize our environmental impact: green building, energy efficiency, greenhouse gas emission reductions, water conservation, and waste management. Our focus on these priorities allows us to address material environmental topics such as air pollution, climate change, and resource scarcity. Our environmental stewardship integrates management responsibilities across our development and operations units and continues our commitment to sustainable business practices and long- term success. In recognition of these efforts, we have received the Global Real Estate Sustainability Benchmark (GRESB) Green Star for five consecutive years.

Our approach to corporate responsibility and key environmental, social, and governance initiatives are described in detail in our inauguralannual Corporate Responsibility Report posted on our website at www.regencycenters.com.

4Regency Centers Corporation 2019 Proxy Statement    REGENCY CENTERS CORPORATION

Proxy Summary |

OUR COMMITMENT TO EXCELLENCE IN CORPORATE GOVERNANCE

Corporate Governance Framework

Ongoing Best Practices

We continue to monitor trends and best practices in corporate governance. In 2019 and early 2020, we enhanced the following governing documents to align them more fully with current best practices:

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| Proxy Summary

Ongoing Board Refreshment

We understand that the quality, dedication and chemistry of our Boardboard have been integral to the Company’s success. To ensure these vital characteristics are maintained in the future, our Boardboard adopted a Board Succession Plan in 2014, laying out a thoughtful, measured path to Boardboard refreshment. The plan wasre-evaluated and updated in 2017 to include, among other things, enhancement of Boardboard diversity and specifically gender diversity.

In the five years since the adoption of the succession plan, and assuming the election of the director nominees at the annual shareholders’ meeting in 2019, we will have achieved a significant refreshment of our Board,board, reflecting a balanced set of experienced board members and less tenured directors who bring fresh perspectives and differing backgrounds, as follows:

Characteristics of Board Nominees

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6    REGENCY CENTERS CORPORATION

Proxy Summary |

Skills of Board Nominees

Each of our board nominees possess one or more of the skills listed below:

Ongoing Best Practices

We continue to review and reassess our governing documents. In 2018, we updated our corporate governance guidelines, nominating and corporate governance committee charter and compensation committee charter to align them more fully with current best practices.

Corporate Governance Highlights

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| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Director Nominees

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. Our bylaws provide that the number of directors may not be increased or decreased by more than one without shareholder approval. As of the date of this proxy statement, our board has eleven (11) directors. Assuming all nominees are elected, our board will continue to have twelve (12)eleven directors after our annual meeting. At the February 5, 2019 board meeting, Mary Lou Fiala, a long-tenured director, advised the board that she would not stand forre-election.Our board of directors nominated all other existing members to stand forre-election at the 20192020 meeting. To fill the remaining board seat and to add an additional qualified director, our board of directors has nominated Thomas W. Furphy and Karin M. Klein. Except for the two new nominees, allAll nominees were elected as directors by shareholders at the 20182019 annual meeting. All directors elected at the meeting will serve until the 20202021 annual meeting and until their successors are elected and qualified.

The accompanying proxy will be voted for the election as directors of each of the board’s nominees unless a shareholder specifies a contrary choice. Each nominee is presently available for election. If any nominee should become unavailable, which is not now 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.

Our board of directors recommends a vote “for” the election of each of its nominees. Proxies solicited by the board will be so voted unless shareholders specify in their proxies a contrary choice.

Our board of directors recommends a vote “for” the election of each of its nominees.

Nominees and Director Qualifications

The following biographies of our nominees contain information regarding the person’s service as a director, business experience, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies reflect the committee memberships the nominees shall hold upon their election.

We believe that each nominee possesses the core competencies that are expected of all directors, namely, independence, integrity, sound business judgment and a willingness to represent the long-term interests of all shareholders. The experiences, qualifications, attributes and skills, as shown below, that caused the nominating and corporate governance committee and the board to determine that the person should serve as a director of our Company are described in each nominee’s biography.

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Proposal One: Election Of Directors |

			Martin E. Stein, Jr.   Age: 66 67 Director Since:1993		Board Committees ◾ Investment		Other public company boards ◾ FRP Holdings, Inc.Executive Chairman
				Principal occupation or employment ◾ Our Chairman of the Board and Chief Executive Officer since 1998. Qualifications ◾   Extensive leadership skills and experience in the real estate industry.

Professional Experience:

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our chairmanExecutive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and chief executive officer.its Chairman since 1998. Mr. Stein has led our Company since prior to it being a public company. Fromserved 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 he served as our chief executive officer and president. Mr. Stein also served as president of our predecessor real estate division beginning in 1981 and vice presidentVice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past chairmanChairman of the National Association of Real Estate Investment Trusts (“NAREIT”), and is a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and 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.

			Joseph F. Azrack   Age: 71 72 Director Since:2017		Board Committees ◾ Compensation ◾ Investment		Other public company boards ◾ None
				Principal occupation or employment ◾ Executive Chairman of the Safanad Real Estate Group and Principal of Azrack & Company Qualifications ◾   Extensive real estate and financial expertise. He also has experience as an investor and executive of real estate companies.

Professional Experience:

Mr. Azrack, a graduate of Villanova University, holds an M.B.A. from Columbia University. Mr. Azrack served on the board of Equity One, Inc. from 2016 until its merger with us in 2017. Mr. Azrack is the principal of Azrack & Company, a real estate investment and advisory firm which he founded in January 2015. Since June 2014, Mr. Azrack has also served as a director of the Berkshire Group, a private real estate investment management company. Since January 2015, Mr. Azrack has also served as the executive chairmanExecutive Chairman of the Safanad Real Estate Group, a global principal investment firm. From 2008 through 2014, Mr. Azrack was the managing partner, chairmanChairman and senior advisor at Apollo Global Real Estate Management. In this capacity, he served as the chairmanChairman 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 chairmanChairman and CEOChief 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.

 

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

Principal occupation or employment ◾ Executive Chairman of the Safanad Real Estate Group and Principal of Azrack & Company Qualifications Extensive real estate and financial expertise. He also has experience as an investor and executive of real estate companies.

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| Proposal One: Election Of Directors

			Bryce Blair   Age: 60 61 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., Chairman of PulteGroup, Inc. and the Principal of Harborview Associates, LLC Qualifications ◾   Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance.

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 chairmanChairman of Invitation Homes, Inc. and chairmansince 2017. Mr. Blair also serves as Chairman of PulteGroup, Inc., both since 2017.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 properties. He has served as chairman,Chairman, from 2002 through 2013, and chief executive officer,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. Mr. Blair also serves on 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 a past chairmanChairman of 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.

 

Board Committees ◾ Nominating and Governance ◾ Investment Other public company boards ◾ PulteGroup, Inc. ◾ Invitation Homes, Inc.

Principal occupation or employment ◾ Chairman of Invitation Homes, Inc., Chairman of PulteGroup, Inc. and the Principal of Harborview Associates, LLC Qualifications Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance.

			C. Ronald Blankenship   Age: 69 70 Director Since:2001 Lead Director Since: 2019		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 the REIT industry, strategic planning, capital allocation, people management and executive compensation.

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the presidentPresident and chief executive officerChief Executive Officer of Verde Realty in January 2009 and assumed the additional role of its chairmanChairman 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 trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of 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. He served as interim chairman, chief executive officerChairman, Chief Executive Officer and director of Homestead Village Incorporated from 1999 until 2001. While he was with Security Capital Group, Security Capital Group had controlling interests in eighteen 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 board 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 the REIT industry, strategic planning, capital allocation, people management and executive compensation.

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Proposal One: Election Of Directors |

			Deirdre J. Evens   Age: 55 56 Director Since:2018		Board Committees ◾ Audit ◾ Compensation		Other public company boards ◾ 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, addressing technological change, marketing and human resources.

Professional Experience:

Ms. Evens, a graduate of Cornell University, currently serves as executive vice presidentExecutive Vice President and general manager,General Manager, North America, Records and Information Management of Iron Mountain. Prior to that she served as its chiefChief of operationsOperations from January 2018 to June 30, 2018 and as its chief people officerChief People Officer and executive vice presidentExecutive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an executive vice presidentExecutive Vice President of human 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 presidentExecutive Vice President of corporate sales & marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as senior vice presidentSenior Vice President of 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 presidentSenior Vice President of strategy.

 

Board Committees ◾ Audit ◾ Compensation Other public company boards ◾ 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, sales, general management, marketing and human resources.

			Thomas W. Furphy   Age: 52 53 Director Nominee		Board Committees ◾   Compensation ◾   Investment		Other public company boards ◾   NoneSince:2019
				Principal occupation or employment ◾   Chief Executive Officer and Managing Director of Consumer Equity Partners Qualifications ◾   Extensive experience in retail, technology, marketing, finance and leadership.

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as chief executive officerChief Executive Officer and managing directorManaging Director of Consumer Equity Partners, a venture capital and venture development firm. Prior to that, Mr. Furphy served as vice presidentVice President of consumablesConsumables 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 officerChief Executive Officer of Notiva, a leading provider ofweb-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 chairmanChairman of Ideoclick, Inc., a full service ecommerce private agency and as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator. He previously served as a board member of BevyUp, a private digital retail selling platform, which was acquired by Nordstrom in March 2018.

 

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

Principal occupation or employment ◾ Chief Executive Officer and Managing Director of Consumer Equity Partners Qualifications Extensive experience in retail, technology, marketing, finance and leadership.

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| Proposal One: Election Of Directors

			Karin M. Klein   Age: 47 48 Director Nominee		Board Committees ◾ Audit ◾ Nominating and Corporate Governance		Other public company boards ◾ Paramount Group, Inc.Since:2019
				Principal occupation or employment ◾ Founding Partner of Bloomberg Beta Qualifications ◾   Extensive experience in media, technology, investments, strategy and leadership.

Professional Experience:

Ms. Klein, a graduate of the University of 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 head of new initiatives,responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013.2013 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 andco-founded a children’s education business. She serves as a director of Paramount Group, Inc., and isformerly served as a member of the board of trustees of Harvey Mudd College.

 

		Peter D. Linneman   Age: 67 Director Since: 2017		Board Committees ◾ Audit ◾ Nominating and Corporate Governance		Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth
			Principal occupation or employment ◾ PrincipalFounding Partner of Linneman Associates and American Land FundsBloomberg Beta   Qualifications ◾Extensive experience in financialmedia, technology, investments, finance, accounting, strategy and business advisory services and investment activity. Experience as a member of numerous public and private boards, including many real estate companies.leadership.

		Peter D. Linneman Age: 68 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 board 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.

 

Board Committees ◾ Audit ◾ Nominating and Governance Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth

Principal occupation or employment ◾ Principal of Linneman Associates and American Land Funds Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of numerous public and private boards, including many real estate companies.

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Proposal One: Election Of Directors |

			David P. O’Connor   Age: 54 55 Director Since:2011		Board Committees ◾ Compensation ◾ Nominating and Corporate Governance		Other public company boards ◾ Prologis, Inc.
				Principal occupation or employment ◾ Managing Partner of High Rise Capital Partners, LLC andNon-ExecutiveCo-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.

Professional Experience:

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in real estate from New York University. Mr. O’Connor serves as managing partner of High Rise Capital Partners, LLC and non-executive co-chairmannon-executiveCo-Chairman of HighBrook Investment Management, LP, a real estate private equity firm. He was theco-founder and senior 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,co-portfolio manager and investment committee member of European Investors, Inc., a large dedicated REIT investor. He serves on the board of trustees of Boston College, the investment committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the executive 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 instructor of real 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 andNon-ExecutiveCo-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.

			Lisa Palmer   Age: 51 52 Director Since:2018		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 Qualifications ◾   Extensive knowledge of the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance.

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 beenserved as our presidentPresident since January 1, 2016 and chief financial officer sinceto date. Previously, she served as our Chief Financial Officer from January 2013.2013 to August 12, 2019. From 2013 to 2015, she was our executive vice presidentExecutive Vice President and chief financial officer,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 presidentVice President of capital markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric. She is a director, chairpersonChair of the compensation committee and member 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 Rehabilitation, a private healthcare organization. She is also a director for the Jax Chamber, thea board member of United Way of Northeast Florida, an advisory board member for the Florida Institute of CFOs, 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.

 

12        Regency Centers Corporation 2019 Proxy Statement

| Proposal One: Election Of Directors

			Thomas G. Wattles   Age: 67 68 Director Since:2001		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. He has significant knowledge of capital allocation, strategic planning and accounting.

Professional Experience:

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. Mr. Wattles is a director of Columbia Property Trust, a publicly held office REIT. Mr. Wattles served as Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 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 officerChief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was managing director, then co-chairmanCo-Chairman and chief investment officerChief 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 eighteen public and private real estate operating companies, eight of which were listed on the NYSE.

 

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. He has significant knowledge of capital allocation, strategic planning and accounting.

Regency Centers  Corporation 2019 Proxy Statement        1314    REGENCY CENTERS CORPORATION

Proposal One: Election Of Directors |

Board of Directors

Our board of directors, of which all of the members are elected annually, represents the best interests of our shareholders by overseeing the business and affairs of the Company. Members of the board participate in quarterly board and committee meetings, engage with senior management of the Company, tour operating andin-project properties in conjunction with meetings, review and provide input in the Company’s strategic plan and principal issues, discuss feedback from shareholders and other stakeholders, and bring in outside speakers to discuss relevant topics of interest.

Independent Directors

Our board of directors has determined that Joseph F. Azrack, Bryce Blair, C. Ronald Blankenship, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor John C. Schweitzer and Thomas G. Wattles, are “independent” as defined by applicable Nasdaq Stock Market listing standards and that Thomas W. Furphy and Karin M. Klein will also be independent upon his and her respective election.standards. The board annually reviews all commercial and charitable relationships of directors and determines whether directors meet these categorical independence tests.

Board Succession Plan

Believing strongly that the quality, dedication and chemistry of the board are key factors in the Company’s success, the board adopted a Board Succession Plan in 2014, establishing a measured plan for board refreshment over a period 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 succession plan are the reduction of the average director tenure and increased diversity including diversity in gender, ethnicity, and experience.

In the five years since the adoption of the board succession plan, five long-term independent directors have retired from our board pursuant to the process set forth in the plan, including Mary Lou Fiala, who will retire from our board in 2019. In those years, the average tenure has decreased from 14 years to approximately 8 years. Assuming Thomas W. Furphy and Karin M. Klein are elected, our board will have twelve (12) directors after the annual meeting of shareholders in 2019, seven (7) of whom will have joined since 2014.

We believe that, in alignment with our succession plan, our board reflects a balanced set of experienced board members and less tenured directors who bring fresh perspectives.

Procedures for Nomination of Directors

The nominating and corporate governance committee assists the board in establishing criteria and qualifications for potential board members. The committee identifies individuals who meet such criteria and qualifications to become board members and recommends to the board such individuals as nominees for election to the board of directors at 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 directors and the board as a whole. The objective is to have a board with diverse backgrounds and experience in relevant areas for the benefit 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, 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; technology; disciplines relevant to publicly traded companies; diversity; educational and professional background; and personal accomplishments.

In addition, using a skills matrix and qualification profiles, the committee will look for skills and experience that will complement and enhance the board’s existingmake-up including length of anticipated or possible service

2020 PROXY STATEMENT    15

| Proposal One: Election Of Directors

to assist with board succession and transitions. The committee evaluates each individual in the context of the board as a whole, to recommend a group that can best perpetuate the success of our business.

When vacancies develop, the nominating and corporate governance committee solicits input regarding potential new candidates from a variety of sources, including existing directors and senior management. From time to time, and most recently in the past three years, 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 bring a sufficient range of different perspectives, generate appropriate challenge and discussion, and fulfill its oversight responsibilities to foster significant value creation for our shareholders. The committee evaluates potential candidates based on their background, experiences and qualifications and also arranges personal interviews of qualified candidates by one or more committee members, other board members and senior management.

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

14        Regency Centers Corporation 2019 Proxy Statement

| Proposal One: Election Of Directors

Standing Committees

Our board of directors has established four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee and an investment committee. Our Company has also established an ad hoc executive committee. Committees are described below. Members of these committees are elected annually by our board of directors. The charter of each committee, other than the ad hoc executive committee, which has no charter, is available on our website at www.regencycenters.com or in printed form by contacting Barbara C. Johnston, Senior Vice President,the Secretary and General Counselat (904) 598-7000.

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Proposal One: Election Of Directors |

Nominating and Corporate Governance Committee. The nominating and corporate governance committee presently is comprised of Bryce Blair (Chairman), Mary Lou Fiala, Peter Linneman, David P. O’Connor and John C. Schweitzer. Assuming her election, Ms. Klein will become a member of the nominating and corporate governance committee. The committee met seven times during 2018. All members of the nominating and corporate governance committee are independent as defined under the applicable listing standards of the Nasdaq Stock Market. The duties of the nominating and corporate governance committee include:

16        Regency Centers Corporation 2019 Proxy Statement

| Proposal One: Election Of Directors

Limits on Board Service

Our board of directors is aware of the concept of “overboarding” which refers to a director serving on an excessive number of boards. Such excessive commitments can lead to a director being unable to appropriately fulfill his or her duties. Our corporate governance guidelines have long limited the number of boards on which our directors and officers can serve. Our corporate governance guidelines further provide that no more than two active Regency executives may serve on our board at any time. Our current guidelines 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.

Risk Oversight

Our board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the board as disclosed in the descriptions of each of the committees herein and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through full reports by each committee chairChair regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

The Company has a cyber risk committee comprised of key members of management and other employees. The committee assists the Company in managing cyber risk by evaluating the impact of a potential cyber breach on our business and determining the level of investment in the prevention, detection and response to a breach. This committee reports quarterly to our audit committee.

In addition, the Company has a compliance committee comprised of key members of senior management and other officers. The committee oversees the Company’s robust compliance program and reports annually to our nominating and corporate governance committee.

Regency Centers  Corporation 2019 Proxy Statement        17

Compensation of Directors |

Compensation of Directors

During 2018, we paidNon-employee directors are compensated for their service on our board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

Elements of 2019 Non-Employee Director Compensation

The compensation committee periodically reviews the compensation of ournon-employee directors an annual cash retainer of $60,000. Members of the audit committee and the investment committee each received annual retainers of $15,000. Members of the nominating and corporate governance committee and the compensation committee each received annual retainers of $10,000. The annual retainer for our lead director was $27,000. The chairpersons of the audit committee and the investment committee received annual retainers of $20,000. The chairpersons of the nominating and corporate governance committee and the compensation committee received annual retainers of $12,000.considers market practices. We pay directors’ fees quarterly, in cash or, at the election of the director, shares of common stock issued under our Omnibus Incentive Plan andwhich are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may defer their fees, at their election, under ournon-qualified deferred compensation plan.

Non-employee directors also receive stock rights awards of 2,000 shares each immediately following the annual meeting of shareholders. Stock rights granted prior to 2018 vest 25% on each of the first four anniversary dates of the grant. Stock rights granted in 2018 or later vest 100% on the first anniversary date of grant.

NON-EMPLOYEEDIRECTOR COMPENSATION FOR 20182019

(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,Compensation—Stock Compensation (“ASC Topic 718”) which was $66.30 per share on May 7, 2019 for all directors.

In 2019, the compensation committee reviewed a peer analysis of the competitiveness of ournon-employee director compensation package and approved the following increaseschanges for 2019:2020:

Regency Centers  Corporation 2019 Proxy Statement        192020 PROXY STATEMENT    21

| Proposal Two: Advisory Vote on Executive Compensation

Proposal Two: Advisory Vote on Executive Compensation

We design our executive officer compensation programs to attract, motivate, and retain executives who are capable of achieving our key strategic goals. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives. Pay that reflects performance and alignment of that payaligns with the interests of long-term shareholders are key principles that underlie our compensation program design. We encourage you to closely review our “Compensation Discussion and Analysis” and “Executive Compensation” sections.

The compensation committee continues to refine our executive compensation practices and policies consistent with evolving governance practices.practices and business strategy. We believe that the compensation actually received by our executives reflects our goal to align the interests of management with shareholders. We believe the following items reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework.

In accordance with SEC rules, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 20182019 compensation program and policies for our named executive officers. Although this advisory vote isnon-binding, our board and compensation committee will review the voting results. To the extent there is any significant negativesay-on-pay vote, the board and compensation committee would consider constructive feedback in making future decisions about executive compensation programs.

Our board recommends a vote “for” approval, on an advisory basis, the 20182019 compensation of the Company’s named executive officers as described in this proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”

20        Regency Centers Corporation 2019 Proxy Statement

22    REGENCY CENTERS CORPORATION

Compensation Discussion and Analysis |

Compensation Discussion and Analysis

Introduction

The compensation committee of our board of directors is focused on executive compensation being appropriate in amount and form. The compensation committee strives to align the interests of our executive team with the interests of our shareholders by providing incentives based upon the achievement of performance levels in relation to our strategic goals. In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs. Except as otherwise specified, the CD&A focuses on our CEO and the other executive officers named in our Summary Compensation Table. We refer to these individuals as our “named executive officers” or “NEOs.”

On August 1, 2019, the Company announced the transition of Martin E. “Hap” Stein, Jr. from Chairman and Chief Executive Officer to Executive Chairman, effective January 1, 2020. Concurrent with the announcement, Regency’s Board of Directors announced that Lisa Palmer would become Chief Executive Officer, effective January 1, 2020. As part of the Company’s succession plan, Ms. Palmer vacated her role as Chief Financial Officer, retaining her position as President, effective August 12, 2019, with Michael J. Mas assuming the position of Executive Vice President, Chief Financial Officer at that time. Additionally and to more accurately reflect their roles within the Company, James D. Thompson became Executive Vice President Chief Operating Officer, and Dan M. Chandler, III became Executive Vice President, Chief Investment Officer, effective August 12, 2019.

Our Named Executive Officers

Pictured above (left to right) are Mac Chandler, Hap Stein, Lisa Palmer and Jim Thompson.

NAME		AGE		POSITION
Martin E. Stein, Jr.		66		Executive Chairman of the Board and Chief Executive Officer(1)
Lisa Palmerboard		51 Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, and Chief Financial Officer(1)
	James D. Thompson Executive Vice President, Chief Operating Officer		63		Executive Vice President of Operations(2)
Dan M. Chandler, III		51		Executive Vice President, of Investments(3)

For information with respect to Mr. Stein and Ms. Palmer, please refer to the Election of Directors section.

Regency Centers  Corporation 2019 Proxy Statement        212020 PROXY STATEMENT    23

| Compensation Discussion and Analysis

and residential real estate developer in Southern California. He was a Managing Director – Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (So Cal/Mid-Atlantic) from 2002 to 2006, Vice President of Investments (So Cal) from 1999 to 2002 and was a Director - Project Development (So Cal) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science, a M.B.A. and a Master of Real Estate Development (M.R.E.D.) from the University of Southern California. He is a member of the ICSC and the ULI, where he serves on the Small-Scale Development Council.

Our Compensation Philosophy

Our compensation program is designed to attract, motivate, and retain industry-leading executives who are capable of achieving our key strategic goals. We compensate our executives through a mix of base salary, annual cash incentives, and long-term equity compensation with an emphasis on the role of incentives in contributing to total compensation. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives.

Oversight of Compensation

The compensation committee of our board of directors is responsible for implementing our executive pay philosophy, evaluating compensation against the market, and approving the material terms of executive compensation arrangements, such as incentive plan participants, award opportunities, performance goals, and compensation earned under incentive plans.plans and severance contracts. The committee is comprised entirely of independent directors as defined by the Nasdaq Stock Market.

The committee evaluates the performance of both the Executive Chairman and CEO and determines his compensation based on this evaluation. With respect to our President and CFO,Executive Vice Presidents, the committee considers the CEO’s input as to performance evaluations and recommended compensation arrangements. With respect to our executive vice presidents, the committee considers the CEO’s and the president’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officersNEOs is subject to the final approval of the committee.

Management and the committee rely upon outside advisors to determine competitive pay levels, evaluate pay program design, and assess evolving technical constraints. During 20182019, the committee engaged Willis Towers Watson to evaluate competitive pay practices, assist in the refinement of our incentive plans and assist in the preparation of our pay disclosures and valuation of our equity awards. A representative from Willis Towers Watson generally attends meetings of the compensation committee and is available to participate in executive sessions and to communicate directly with the compensation committee chairChair or its members outside of meetings.

In 2019, we paid Willis Towers Watson approximately $149,000 for compensation consulting services provided to the compensation committee. In 2019, we also paid Willis Towers Watson approximately $120,000 for employee benefits brokerage and advisory services not within the purview of the Willis Towers Watson compensation consultant.

The compensation committee considers all factors relevant to the consultant’s independence from management, including those identified by the Nasdaq Stock Market, and has determined that Willis Towers Watson has no conflict of interest and is independent.

Targeted Level of Compensation

We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the expected value of long-term incentives, for target performance levels near the peer median depending on company and market circumstances as well as the experience level of the individual executive. Annual increases in base salary, cash incentives, performance shares and total direct compensation, while not guaranteed, will be more robust when pay is below the median and more moderate when those compensation levels are more than 10% above the median or exceed the peer 60^th percentile. Compensation for top executives will be highly variable with heavy weighting toward incentive compensation rather than fixed components.

We rely on a peer group analysis of total direct compensation prepared annually by Willis Towers Watson as well as the compensation survey of NAREIT to evaluate pay levels for our named executive officers.NEOs. The principles by which the peer group was created and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our size. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly.

22        Regency Centers Corporation 2019 Proxy Statement24    REGENCY CENTERS CORPORATION

In the fall of 2017, the

Compensation Discussion and Analysis |

The composition of the peer group was changedreviewed by the compensation committee to better reflect the Company’s increased market capitalizationfor 2019 and to include“best-in-class” REITs regardless of property focus. In 2018, we removed GGP due to Merger & Acquisition activity, and we expanded the group to include Alexandria Real Estate Equities, Duke Realty Corporation and UDR, while maintaining our philosophy of considering“best-in-class” REITs of comparable size but not limited to the shopping center sector.2020 compensation is as follows: