Notice of Annual Meeting of Shareholders

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

The 20202023 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 1, 2020

3, 2023

20202023 Proxy Statement Table of Contents

1. Proxy Statement Summary

  PROXY STATEMENT SUMMARY  

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 5, 2023. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MW2XNAP and enter your control number.

Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

2023 Director Nominees

In accordance with Alexander Otto’s 2009 investor rights agreement and the number of our common shares owned by Alexander Otto and certain members of his family (the “Otto Family”) as of the record date for the Annual Meeting, the Otto Family was entitled to propose one Director for nomination at the Annual Meeting. The Otto Family has proposed, and the Board of Directors (the “Board”) has nominated, Mr. Otto for election at the Annual Meeting.

Our Board strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management. Three of our Director nominees are women and one of our Director nominees is African American.

  PROXY STATEMENT SUMMARY  

2022 Performance Highlights

In 2022, SITE Centers continued to position the Company to take advantage of favorable operating conditions that emerged following the COVID-19 pandemic, with retail tenants looking to expand their store footprints within the suburban, high household income communities in which our properties are located. The impact of elevated tenant demand for new space on our results was amplified by relatively low levels of existing tenant fallout from bankruptcies and lease non-renewals along with the Company’s positioning in supply constrained sub-markets with compelling demographics. SITE Centers continued to selectively recycle capital from the sale of joint venture investments and stabilized properties into unanchored, convenience retail properties that offer enhanced prospects for cash flow growth through rent increases and lower capital expenditure requirements. Base rent growth from elevated leasing activity, the net impact of acquisition activity and prudent expense management offset declining management fees from the Company’s asset management business and helped to generate net income and operating funds from operations (“Operating FFO” or “OFFO”) attributable to common shareholders for the year ended December 31, 2022 that were well in excess of original Company guidance issued in February 2022. Highlights of the Company’s 2022 accomplishments include:

  PROXY STATEMENT SUMMARY  

Corporate Governance Highlights

We are committed to the highest standards of corporate governance, which we believe will ensure that the Company is managed for the long-term benefit of our stakeholders. We monitor developments and best practices in corporate governance and consider feedback from shareholders when evaluating our governance, policies and structure.

Corporate Values, Social Responsibility and Environmental Sustainability

Our Company and its 267 employees (as of year-end 2022) are committed to being Fearless, Authentic, Curious and Thoughtful (our “Matters of FACT”) members of the community. We consider social and environmental issues in all aspects of our business, including the well-being of our employees and our impact on the communities in which our properties are located. Recent recognition includes:

		Recognized as a Top Workplace in Northeast Ohio in 2022 by Cleveland.com and The Plain Dealer.				Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)
		Included in Bloomberg’s 2023 Gender Equality Index. 63% of our employees and 38% of our Director nominees are women.				Recognized as a Green Lease Leader (Gold Level) by U.S. Department of Energy and The Institute for Market Transformation.

Our dedication to our community and the environment is detailed in our eighth annual Corporate Responsibility and Sustainability Report which was prepared in 2022 in alignment with Global Reporting Initiative (“GRI”) principles and certain Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) standards. Our Corporate Responsibility and Sustainability Report can be found on our website at www.sitecenters.com/sustainability.

  PROXY STATEMENT SUMMARY  

Compensation Practices

The Compensation Committee oversees the design and administration of the Company’s executive compensation programs. Our compensation programs reward executives not only for delivering superior returns but also for reducing the risk profile of the Company and achieving financial and non-financial measures of performance that enhance long-term shareholder and stakeholder value. The following are key features of our executive compensation programs.

What We Do

		We tie pay to performance by making a significant portion of compensation “at risk”.
		Annual incentive pay is typically based on multiple performance metrics, which are established at the beginning of each year, and individual performance.
		A significant portion of the value of long-term performance incentives depends on relative shareholder return.
		The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.     Call toll free: 1-800-652-8683				By Mail

What We Don’t Do

Sign the enclosed Proxy Card		We do not guarantee minimum incentive bonus awards.
		We do not encourage excessive risk taking as we use different performance metrics for our annual and return bylong-term incentive compensation programs.
		pre-paid postage envelopeWe do not pay dividend equivalents on unearned equity awards subject to performance-based vesting.
		We do not allow for repricing of stock options without shareholder approval.
		We do not include excise tax gross-up provisions in our executive compensation arrangements.
		We do not offer excessive perquisites or special health and welfare plans to executives.

SITE Centers Corp.ïPay Aligned With Performance

Our executive compensation is aligned with Company performance. The majority of the targeted level of annualized compensation for our CEO under his September 2020 employment agreement is variable and “at risk” based on performance.

For more details on 2022 executive compensation, including factors considered by our Compensation Committee in evaluating the qualitative elements of the 2022 annual incentive compensation program, see the “Compensation Discussion and Analysis” section beginning on page 26 of this Proxy Statement    1

2. Proposal One: Election of Eight Directors

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Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. Pursuant to this agreement, Mr. Otto and certain members of his family, whom we collectively refer to as the Otto Family purchased 40,000,000 common shares of the Company which we refer to as the Purchased Shares.(the “Purchased Shares”). In connection with the sale of the Purchased Shares, we also entered into an investor rights agreement with Mr. Otto under which he has a right to nominate individuals for election to our Board depending on the Otto Family’s level of ownership in the Company. During such timeCompany as of the record date for the applicable meeting of shareholders. If the Otto Family beneficially owns 17.5% or more of our outstanding common shares as of the applicable record date, our Board will nominate two persons recommended by the Otto Family who are suitable to us to become members of our Board at each annual election of Directors, and during such time asif the Otto Family beneficially owns less than 17.5% but more than 7.5% of our outstanding common shares as of the applicable record date, our Board will nominate one person recommended by the Otto Family who is suitable to us to become a member of our Board. In February 2022, in accordance with the terms of our Fourth Amended and Restated Articles of Incorporation, our Board at each annual electionreduced the ownership limit applicable to the Otto Family from 29.8% of Directors.our common shares to 17.5% of our common shares.

As of March 15, 2023, the record date for the Annual Meeting, to our knowledge the Otto Family beneficially owned approximately 13.4% of our outstanding common shares. In accordance with the investor rights agreement, Dr. Finnethe Otto Family has been proposed, byand our Board has nominated, Mr. Otto and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, Mr. Otto has designated himself asfor election at the second person to be nominated by our Board pursuant to the investor rights agreement.Annual Meeting.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 20192022 (except for Mr. Lukes) were, and all Directors nominated for election by the Board for election in 20202023 (except for Mr. Lukes) are, independent within the meaning of the rules of the NYSENew York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (the “SEC”(“SEC”), including with respect to the applicable Director’s service on the Compensation Committee and/or excluding Mr. Otto and Dr. Finne, the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who

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Director Qualifications and Review of Director Nominees

The Nominating and Corporate GovernanceESG Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, actionactions 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 GovernanceESG 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 GovernanceESG 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 GovernanceESG Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in accordance with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties.

The Nominating and Corporate GovernanceESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and Corporate GovernanceESG Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Secretary, Aaron M. Kitlowski, at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and Corporate GovernanceESG Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and Corporate GovernanceESG Committee considers those guidelines described above. The Nominating and Corporate GovernanceESG Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors, as well as pursuant to the investor rights agreement described above under the caption “Transactions with the Otto Family.” The Nominating and Corporate GovernanceESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

Our Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.

2022 Director Recruitment Process

During the course of 2022, the Board and Nominating and ESG Committee concluded that it would be appropriate to identify and appoint a new director to replace Dr. Thomas Finne who departed from service to the Board on May 11, 2022. Management identified real estate investment experience as a desired background for the new director and recommended that the Nominating and ESG Committee consider Mr. Barry Sholem for appointment to the Board. Mr. Sholem previously served as a Company Director from 1998 to 2018 when he resigned to join the board of directors of RVI, where he served from 2018 to May 2022. Following a recommendation by the Nominating and ESG Committee, the Board elected Mr. Sholem as a director on September 13, 2022.    

Proxy Access

With the support of our shareholders, ourOur Code of Regulations was amended in 2018 to provideprovides proxy access pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include Director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

The maximum number of Director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of Directors then in office but in no event shall such maximum number 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 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” or “Against” the Director’sDirector nominee’s election and an affirmative majority of the total number of votes cast “For” or “Against” a Director nominee will be required for election. Shareholders are entitled to abstain with respect to the election of a Director.Director nominee. 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.

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,non-management, 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,CEO, recognizes the time, effort and commitment that our Chief Executive OfficerCEO 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, 2019,2022, our Board held fivefour meetings and undertook onefive written action.actions. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board whichthat were held during the period that such person served on the Board and (ii) the number of 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 virtually attended the Annual Meeting of Shareholders in May 2019.2022, other than Mr. Sholem, who was elected to the Board in September 2022. 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 2019,2022, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate GovernanceESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website atwww.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and Corporate GovernanceESG 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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2022, the form of an annual cash retainer paid to our non-employee Directors was increased from $50,000 to $60,000. In addition, the structure of the annual stock retainer paid to our non-employee Directors was changed from an annual grant of shares having a market value of $100,000 at the time of grant (paid quarterly) to a combination of a fixed-share grant of 3,800 common shares per year (which equated to a market value of $55,000 at the time of the Board’s review of the Director compensation program) and an annual stockgrant of shares having a market value of $60,000 at the time of grant (in both cases, paid quarterly). The revised Director compensation program, including the fixed-share portion of the annual equity retainer, which wereis intended to align the interests of our Directors and our shareholders as shownand is summarized below.

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 the Director’s election. No changes were made to the level of fees paid to the Chairman of the Board, committee chairs or committee members as a result of the Board’s review of the Company’s Director compensation program in early 2022. 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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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 on the date of contribution, 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 Ms. Sweeney have deferred compensation represented by the following number of units asAs of December 31, 2019:2022, the following Directors hold units in our Directors’ Deferred Compensation Plan:

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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, 2020,20, 2023, 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.