RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July23, 2018, the Executive Compensation Committee (the “Committee”) of the Board of Directors of Retail Properties of America, Inc. (the “Company”) approved the adoption of the Company’s Senior Executive Cash Incentive Bonus Plan (the “Plan”), which is the general plan under which the Company intends to award annual cash incentive compensation to its executive officers. The Plan replaces some of the formal structure relating to cash incentive compensation that had previously been included in the Company’s 2014 Long-Term Equity Compensation Plan prior to its amendment and restatement in May 2018.

Under the Plan, the Committee may select key executives of the Company (the “Executives”) to be eligible to receive cash bonuses based on the attainment of corporate and/or individual performance goals established by the Committee in its sole discretion. Bonuses based on corporate performance goals may relate to same store earnings before interest, taxes, depreciation and amortization (“EBITDA”) growth, operating funds from operations per share and the ratio of net debt to adjusted EBITDA, which were the corporate performance goals utilized for 2017, or other financial or operational metrics selected by the Committee in its discretion. Bonuses based on individual performance goals may relate to objectively determinable or subjective goals relating to individual performance of the Executive or the Company in areas of the Executive’s responsibility. The Committee also has the authority to make discretionary bonus payments under the Plan on such terms and conditions as the Committee determines in its sole discretion.

The Committee will establish target bonus opportunities payable to the Plan for each Executive for each performance period, which will be communicated to each Executive prior to the end of each performance period, unless otherwise provided by the Committee. The Committee may also establish one or more additional bonus opportunities that are higher or lower than the target bonus opportunity, provide for payouts for performance between specifically identified corporate and/or individual performance goals or pay bonuses to Executives under the Plan based on such other terms and conditions as the Committee in its discretion may determine. Corporate and individual performance goals will be measured at the end of each performance period, with achievement of such goals determined by the Committee following the completion of the applicable period, unless otherwise provided by the Committee.

Bonus payments under the Plan will be made as soon as practicable following the end of the applicable performance period, but in any event not later than 74 days after the end of the fiscal year in which such performance period ends, and will be conditioned upon the Executive’s continued employment through the payment date, in each case, unless otherwise provided by the Committee or agreed by the Company. In addition, bonus payments made under the Plan will be subject to the Company’s clawback policy in effect from time to time to the extent applicable.

The Plan may be amended or terminated at any time and bonuses may be paid outside of the Plan by the Company in its discretion.

The foregoing summary is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

(d) Exhibits:

RETAIL PROPERTIES OF AMERICA, INC. Exhibit
EX-10.1 2 d571100dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 RETAIL PROPERTIES OF AMERICA,…
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About RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI)

Retail Properties of America, Inc., formerly Inland Western Retail Real Estate Trust, Inc., is a real estate investment trust (REIT). The Company owns and operates shopping centers in the United States. The Company’s retail operating portfolio includes power centers, neighborhood and community centers, and lifestyle centers and predominantly multi-tenant retail mixed-use properties, as well as single-user retail properties. The Company owns approximately 200 retail operating properties representing approximately 28,930,000 square feet of gross leasable area (GLA). The Company owns properties in eastern division and western division of the United States. The Company’s eastern division consists of approximately 120 properties located in Alabama, Connecticut, Florida, Georgia, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont and Virginia.