UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 27, 2018

 

 

DDR Corp.

(Exact name of registrant as specified in charter)

 

 

 

Ohio   1-11690   34-1723097

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3300 Enterprise Parkway, Beachwood, Ohio   44122
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Not Applicable

(Former name or former address, if changed since last report)

 

 

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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to 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.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

On February 27, 2018, DDR Corp., an Ohio corporation (the “Company”), entered into an amendment to the Employment Agreement with Christa A. Vesy, the Company’s Executive Vice President and Chief Accounting Officer, dated December 1, 2016 (the “Employment Agreement”), which was scheduled to expire by its terms on December 31, 2018. The Employment Agreement was amended to extend its term through December 31, 2021 and increase the minimum annual Base Salary (as defined in the Employment Agreement) to $380,000, effective January 1, 2019, through the end of the term. The Employment Agreement otherwise continues in full force and effect in accordance with its terms.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DDR CORP.
By:  

/s/ Matthew L. Ostrower

 

Matthew L. Ostrower

Executive Vice President,

Chief Financial Officer and Treasurer

Date: February 28, 2018

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is entered into as of February 27, 2018 (the “ Amendment Effective Date ”), by and between DDR Corp., an Ohio corporation (“ DD R ”), and Executive.

Executive has been and is now serving DDR as its Executive Vice President & Chief Accounting Officer. Executive and DDR are currently parties to an Employment Agreement, dated December 1, 2016 (the “ Current Agreement ”). DDR and Executive desire to enter into this Amendment to amend the Current Agreement to reflect the terms pursuant to which Executive will continue to serve DDR (the Current Agreement as so amended, the “ Amended Agreement ”). Certain capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Current Agreement.

DDR and Executive agree, effective as of the Amendment Effective Date, as follows:

1. Amendment and Restatement of Section  1 of the Current Agreement . Section 1 of the Current Agreement is hereby amended and restated in its entirety as follows:

“1. Employment, Term . DDR engages and employs Executive to render services in the administration and operation of its affairs as its Executive Vice President & Chief Accounting Officer, reporting directly to DDR’s Chief Financial Officer or such other person designated by DDR’s Chief Executive Officer (“ CEO ”), in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date through December 31, 2021. The period of time from the Effective Date until December 31, 2021 is sometimes referred to herein as the “ Contract Period .” ”

2. Amendment and Restatement of Section  3.1 of the Current Agreement . Section 3.1 of the Current Agreement is hereby amended and restated in its entirety as follows:

“3.1 Base Salary . From and after the Effective Date and through December 31, 2018 while Executive is employed by DDR, DDR will pay Executive base salary (“ Base Salary ”), in equal monthly or more frequent installments, at the rate of not less than Three Hundred Forty Thousand Dollars ($340,000) per year. From and after January 1, 2019 and through the end of the Contract Period while Executive is employed by DDR, DDR will pay Executive Base Salary, in equal monthly or more frequent installments, at the rate of not less than Three Hundred Eighty Thousand Dollars ($380,000) per year. Base Salary shall at all times be subject to such increases as the Committee or the Board of Directors of DDR (the “ Board ”) may approve.”

3. Counterparts . This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

4. Entire Agreement . The Amended Agreement, consisting of the Current Agreement as amended as of the Amendment Effective Date by the Amendment, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Notwithstanding anything in the Amended Agreement to the contrary, nothing in the Amended Agreement prevents Executive from providing, without prior notice to DDR, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

5. Continuing Effectiveness . Except as otherwise provided herein, the Current Agreement shall continue in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, DDR and Executive have executed this Amendment as of the date first written above.

 

DDR CORP.
By:  

/s/ David R. Lukes

  David R. Lukes
  President & Chief Executive Officer
EXECUTIVE

/s/ Christa A. Vesy

Christa A. Vesy

 

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