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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 07, 2025
Federal Realty Investment Trust
Federal Realty OP LP
(Exact name of registrant as specified in its charter)
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Maryland (Federal Realty Investment Trust) | | 1-07533 | | 87-3916363 |
Delaware (Federal Realty OP LP) | | 333-262016-01 | | 52-0782497 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | |
| 909 Rose Avenue, Suite 200 | North Bethesda, | Maryland | | 20852 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant's telephone number including area code: 301/998-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Federal Realty Investment Trust |
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
| Common Shares of Beneficial Interest | FRT | New York Stock Exchange |
| $.01 par value per share, with associated Common Share Purchase Rights | | |
| | |
| Depositary Shares, each representing 1/1000 of a share | FRT-C | New York Stock Exchange |
| of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | | |
| | |
Federal Realty OP LP |
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered |
| None | N/A | N/A |
| | | | | | | | |
| Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
Federal Realty Investment Trust Yes ☐ No ☒ | Federal Realty OP LP Yes ☐ No ☒ | |
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| If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Federal Realty Investment Trust ☐ | Federal Realty OP LP ☐ | |
Item 5.02 Departure of Directors or Certain Officers; election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2025, Federal Realty Investment Trust (the “Company”) and Mr. Daniel Guglielmone, the Company’s Executive Vice President-Chief Financial Officer and Treasurer, entered into an amendment to Mr. Guglielmone’s Severance Agreement dated August 15, 2016. The amendment provides for a payment to Mr. Guglielmone of one (1) year of base salary and annual bonus if he is terminated without cause, subject to the terms and conditions described in the agreement, as amended by the amendment. The amendment is filed as an exhibit to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Federal Realty Investment Trust was held on May 7, 2025. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters:
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| Matter | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
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| Proposal 1: Election of Trustees | | | | | | | | |
| | | | | | | | |
| David W. Faeder | | 70,657,385 | | | 3,101,572 | | | 47,452 | | | 4,190,130 | |
| Elizabeth I. Holland | | 71,636,636 | | | 2,126,458 | | | 43,315 | | | 4,190,130 | |
| Nicole Y. Lamb-Hale | | 73,361,482 | | | 254,337 | | | 190,589 | | | 4,190,130 | |
| Thomas A. McEachin | | 73,339,283 | | | 273,656 | | | 193,469 | | | 4,190,130 | |
| Anthony P. Nader, III | | 71,995,387 | | | 1,805,601 | | | 45,420 | | | 4,190,130 | |
| Gail P. Steinel | | 70,233,100 | | | 3,528,213 | | | 45,096 | | | 4,190,130 | |
| Donald C. Wood | | 73,554,743 | | | 208,306 | | | 43,359 | | | 4,190,130 | |
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| Proposal 2: Advisory vote on the compensation of our named executive officers | | 67,971,680 | | | 5,721,669 | | | 113,059 | | | 4,190,130 | |
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| Proposal 3: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 | | 74,631,396 | | | 3,312,622 | | | 52,520 | | | 0 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | First Amendment to Severance Agreement, dated as of May 7, 2025, by and between the Company and Daniel H. Guglielmone |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| | | FEDERAL REALTY INVESTMENT TRUST |
| | | FEDERAL REALTY OP LP |
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| Date: | May 9, 2025 | | /s/ Dawn M. Becker |
| | | |
| | | Dawn M. Becker |
| | | Executive Vice President-General Counsel and Secretary |