DDR Corp. (NYSE:DDR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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DDR Corp. (NYSE:DDR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Officer Appointments

On March3, 2017, DDR Corp. (DDR)
announced that David R. Lukes was elected to the Board of
Directors of DDR (the Board) and was
named President and Chief Executive Officer of DDR, effective
March2, 2017 (the Effective Date).
Mr.Lukes, age 47, most recently served as Chief Executive Officer
of Equity One, Inc. (Equity One), an
owner, developer, and operator of shopping centers, as well as a
member of Equity Ones Board of Directors, from June 2014 until
March 2017. Mr.Lukes also served as Equity Ones Executive Vice
President from May 2014 to June 2014. Prior to joining Equity
One, Mr.Lukes served as President and Chief Executive Officer of
Sears Holding Corporation affiliate Seritage Realty Trust, a
publicly traded, self-administered, self-managed REIT primarily
engaged in the real property business through its investment in
its operating partnership, Seritage Growth Properties, L.P., from
2012 through April 2014. In addition, Mr.Lukes served as the
President and Chief Executive Officer of Olshan Properties
(formerly Mall Properties, Inc.), a privately owned real estate
firm that specializes in the development, acquisition and
management of commercial real estate, from 2010 to 2012. Mr.Lukes
qualifications to serve on the Board include his prior experience
as Chief Executive Officer of Equity One, his familiarity with
the retail REIT industry and his extensive expertise and
experience in retail real estate development and operations.

Also on March3, 2017, DDR announced that Michael A. Makinen was
named Executive Vice President and Chief Operating Officer of
DDR, effective the Effective Date. Mr.Makinen, age 52, most
recently served as Equity Ones Chief Operating Officer since July
2014. Prior to joining Equity One, Mr.Makinen served as the Chief
Operating Officer of Olshan Properties from 2010 to June 2014.

Furthermore, on March3, 2017, DDR announced that Matthew L.
Ostrower was named Executive Vice President, Chief Financial
Officer and Treasurer of DDR, effective the Effective Date.
Mr.Ostrower, age 46, most recently served as Equity Ones
Executive Vice President since March 2015 and as its Chief
Financial Officer and Treasurer since April 2015. Prior to
joining Equity One, Mr.Ostrower served as Managing Director and
Associate Director of Research at Morgan Stanley, an investment
banking firm, since 2010.

Employment Agreements

In connection with the appointments described above, on the
Effective Date, DDR entered into an employment agreement
(Employment Agreement) with each of
Messrs. Lukes, Makinen and Ostrower (each, the
Executive), to which (1)Mr.Lukes will
serve as President and Chief Executive Officer of DDR,
(2)Mr.Makinen will serve as Chief Operating Officer of DDR, and
(3)Mr.Ostrower will serve as Chief Financial Officer of DDR. The
term of each Employment Agreement will end on March1, 2021 (the
Expiration Date). The material terms of
the Employment Agreements are summarized below:

Base Salary

Annual base salary rate of not less than $850,000 per year
for Mr.Lukes and not less than $500,000 per year for Messrs.
Makinen and Ostrower;

Annual Incentive Compensation

Eligibility to receive an annual cash incentive, with the
actual payout determined based on the factors and criteria
established by the Executive Compensation Committee (the
Committee) of the Board after
consultation with the Executive and, for any partial calendar
year during the contract term, pro-rated based on the number
of days the Executive is employed by DDR during such calendar
year. For Mr.Lukes, the threshold, target and maximum payout
levels for the annual cash incentive are 50%, 125% and 200%,
respectively, and for Messrs. Makinen and Ostrower, they are
50%, 50% and 150%, respectively;

Equity Awards

Eligibility to receive equity awards during employment with
DDR as follows, subject to the approval of the Committee and
the terms and conditions of DDRs 2012 Equity and Incentive
Compensation Plan (or its successor(s)) (the
Equity Plan) and the applicable
award agreements:
On or as soon as practicable after the Effective Date, the
following awards:
a grant of service-based restricted share units
(RSUs) (or substantially similar
award) covering a number of our Common Shares, par value
$0.10 per share (Shares),
determined by dividing the applicable award value ($2,950,000
for Mr.Lukes and $800,000 for each of Messrs. Makinen and
Ostrower) by the average closing price of a Share for the ten
trading days immediately preceding the grant date on the
principal stock exchange on which the shares then trade (the
Average Share Price). In general,
and subject to the Executives continued employment with DDR,
such RSUs will vest in four substantially equal installments
on each of the first four anniversaries of the grant date;
a grant of performance shares (or substantially similar
award) covering a target number of Shares determined by
dividing the applicable award value ($500,000 for Mr.Lukes
and $100,000 for each of Messrs. Makinen and Ostrower) by the
Average Share Price, subject to a performance period
beginning on March1, 2017 and ending on February28, 2018;
a grant of performance-based RSUs (or substantially similar
award) covering a target number of Shares determined by
dividing the applicable award value ($1,000,000 for Mr.Lukes
and $200,000 for each of Messrs. Makinen and Ostrower) by the
Average Share Price, subject to a performance period
beginning on March1, 2017 and ending on February28, 2019;
a grant of performance-based RSUs (or substantially similar
award) covering a target number of Shares determined by
dividing the applicable award value ($1,500,000 for Mr.Lukes
and $300,000 for each of Messrs. Makinen and Ostrower) by the
Average Share Price, subject to a performance period
beginning on March1, 2017 and ending on February28, 2020;
On each of March2, 2018 and March2, 2019 and March2, 2020, a
grant of performance-based RSUs (or substantially similar
award) covering a target number of Shares determined by
dividing the applicable award value ($3,000,000 for Mr.Lukes
and $600,000 for each of Messrs. Makinen and Ostrower) by the
Average Share Price, subject to a three-year performance
period beginning on March1, 2018, March1, 2019 or March1,
2020, respectively;
The payout of the performance-based equity awards described
above will vary based on relative total shareholder return
performance measured over the applicable performance period,
with the ultimate payout ranging from a threshold level of
50% of target to a maximum level of 200% of target (subject
to reduction by 1/3 in the event that DDRs absolute total
shareholder return during the applicable performance period
is negative);

Other Benefits/Obligations

Eligibility to participate in all retirement, health and
welfare, and other benefit plans maintained by DDR that are
generally available to senior executives of DDR and with
respect to which the Executive is eligible to the terms of
the applicable plans;
For Mr.Lukes only, DDR-provided suitable automobile service
for Mr.Lukes business use, including all reasonable related
maintenance, repairs, parking, gasoline, insurance and other
reasonable costs and expenses, which automobile may also be
used by Mr.Lukes (and anyone authorized by Mr.Lukes) for
personal use at no cost to Mr.Lukes (except for applicable
taxes);
For Messrs. Lukes and Ostrower only, reimbursement (up to an
aggregate maximum of $25,000 in any calendar year) for
premiums paid by the Executive for life, disability and/or
similar insurance policies;
For Mr.Lukes only, reimbursement of reasonable attorneys fees
and other reasonable expenses incurred in connection with the
negotiation of the Employment Agreement, up to a maximum of
$20,000;
Each Executive will also be subject to customary
non-competition, non-solicitation, confidentiality and mutual
non-disparagement
requirements during and for specified periods after the term
of his employment; and
Each Employment Agreement also includes customary
indemnification provisions, and provides for the
reimbursement of certain legal fees and expenses, including
fees and expenses incurred in relation to enforcement of the
Employment Agreement.

Severance Compensation

Each Employment Agreement provides that if the Executives
employment with DDR is terminated prior to the Expiration Date by
DDR without cause (as defined in the Employment Agreement), by
the Executive for good reason (also as defined in the Employment
Agreement), or as a result of death or disability, DDR will
generally pay the Executive, or his personal representative or
dependents, as appropriate (in addition to certain accrued
compensation and benefits), subject to the execution by the
Executive of a customary release of claims in favor of DDR:

a lump sum amount equal in value to the Executives annual
bonus that he would have earned for the year of termination,
pro-rated based on his period of service during such year,
and calculated on the basis of actual performance of the
applicable performance objectives for the entire performance
period (except that, if the termination is due to death or
disability, the pro-rated annual bonus will be based on the
target level);
a lump sum in cash equal to 18 months of monthly COBRA
premiums for health, dental and vision benefits (if COBRA
coverage is elected) and the employer portion of the premium
for other insurance provided by DDR (or in the event of
death, a substantially similar benefit to his beneficiaries);
and
if the termination is the result of a termination by DDR
other than for cause, death or disability, a lump sum amount
equal to up to two times for Mr.Lukes and up to 1.5 times for
Messrs. Makinen and Ostrower (in each case, the
Multiplier) the sum of (1)the
Executives then-current base salary plus (2)an amount equal
to (a)if the termination occurs prior to the 2017 annual
bonus payout, the Executives target annual bonus, or (b)if
the termination occurs after the 2017 annual bonus payout,
the average of the annual bonuses earned by the Executive in
the three fiscal years ending immediately prior to the fiscal
year in which the termination occurs (or, if the Executive
has been eligible for fewer than three such annual bonuses,
the number of fiscal years preceding the year in which the
termination occurs for which the Executive was eligible for
an annual bonus) (the Average
Bonus). For Mr.Lukes, the Multiplier will
decrease monthly from two to zero on a linear basis beginning
on March1, 2019 and ending on the Expiration Date. For
Messrs. Makinen and Ostrower, the Multiplier will decrease
monthly from 1.5 to zero on a linear basis beginning on
September1, 2019 and ending on the Expiration Date.

Severance Compensation Following a Change in
Control

Each Employment Agreement also provides that, in the event of
certain triggering events (which include a termination by DDR
without cause or a termination by the Executive for good reason)
occurring within two years after a change in control (as defined
in the Employment Agreement) DDR will pay (in addition to certain
accrued compensation and benefits): (1)a lump sum amount equal to
2.5 times (or, for Mr.Lukes, three times) the sum of the
Executives base salary as of the termination date plus an amount
equal in value to his Average Bonus (except that if the
termination occurs before the payout of the 2017 annual bonus,
the Average Bonus will be deemed to be the Executives
then-current target annual bonus); (2)a lump sum amount equal to
18 months of monthly COBRA premiums for health, dental and vision
benefits (if COBRA coverage is elected) and the employer portion
of the premium for other insurance provided by DDR; and (3)a lump
sum amount equal in value to the Executives target annual bonus
for the year of termination, pro-rated based on the
Executives period of service during such year.

The foregoing is
only a brief description of the material terms of the Employment
Agreements, does not purport to be a complete description of such
Employment Agreements, and is qualified in its entirety by
reference to the Employment Agreements, which are filed as
Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K
and are incorporated herein by reference.

Officer
Transitions

DDR also announced
that, effective the Effective Date, Thomas F. August would no
longer serve as President and Chief Executive Officer of DDR and
that he resigned as a member of the Board. In connection with his
separation from DDR, Mr.August will generally receive only those
payments and benefits to which he is contractually entitled upon
his departure without cause under the terms of his Employment
Agreement with DDR, dated as of December1, 2016, consistent with
DDRs prior disclosure in its Current Report on Form 8-K filed
December2, 2016.

Furthermore, DDR
announced that, effective the Effective Date, it terminated
William T. Ross from his position as Chief Operating Officer of
DDR. Mr.Ross is expected to remain a non-officer employee of DDR
for up to 90 days following the Effective Date. In connection
with his termination, Mr.Ross will generally receive only those
payments and benefits to which he is contractually entitled upon
his departure without cause under the terms of his Employment
Agreement with DDR, dated as of December13, 2016, consistent with
DDRs prior disclosure in its Current Report on Form 8-K filed
December14, 2016.

Also effective as
of the Effective Date, Christa A. Vesy, who was previously
serving as DDRs Executive Vice President and Chief Accounting
Officer and interim Chief Financial Officer, will cease to hold
the position of interim Chief Financial Officer but will remain
Executive Vice President and Chief Accounting Officer of
DDR.

The Company
expects to record a charge in the first quarter of 2017 of
approximately $10 million related to the above mentioned officer
transitions as well as other management changes and expenses,
which includes approximately $3 million of non-cash expense
associated with the acceleration of expense related to previously
granted equity awards.

Safe
Harbor

DDR considers
portions of the information in this Current Report on Form 8-K to
be forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 with respect to DDRs expectation for future
periods. Although DDR believes that the expectations reflected in
such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will
be achieved. For this purpose, any statements contained herein
that are not historical fact may be deemed to be forward-looking
statements. There are a number of important factors that could
cause our results to differ materially from those indicated by
such forward-looking statements, including, among other factors,
local conditions such as supply of space or a reduction in demand
for real estate in the area; competition from other available
space; dependence on rental income from real property; the loss
of, significant downsizing of or bankruptcy of a major tenant;
redevelopment and construction activities may not achieve a
desired return on investment; our ability to buy or sell assets
on commercially reasonable terms; our ability to complete
acquisitions or dispositions of assets under contract; our
ability to secure equity or debt financing on commercially
acceptable terms or at all; our ability to enter into definitive
agreements with regard to our financing and joint venture
arrangements or our failure to satisfy conditions to the
completion of these arrangements; the success of our deleveraging
strategy; and any impact or results from DDRs portfolio
transition or any change in strategy. For additional factors that
could cause the results of DDR to differ materially from those
indicated in the forward-looking statements, please refer to DDRs
Form 10-K for the year ended December 31, 2016. DDR undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date
hereof.

Item9.01 Financial Statements and Exhibits.

ExhibitNumber

Exhibit Description

10.1 Employment Agreement, dated as of March2, 2017, by and
between DDR and David R. Lukes
10.2 Employment Agreement, dated as of March2, 2017, by and
between DDR and Michael A. Makinen
10.3 Employment Agreement, dated as of March2, 2017, by and
between DDR and Matthew L. Ostrower


About DDR Corp. (NYSE:DDR)

DDR Corp. is a self-administered and self-managed real estate investment trust (REIT). The Company operates through two segments: shopping centers and loan investments. The Company is in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, it engages in the origination and acquisition of loans and debt securities, which are generally collateralized directly or indirectly by shopping centers. It owns and manages approximately 110 million total square feet of gross leasable area (GLA). The properties include discounters, warehouse clubs, dollar stores and specialty grocers as additional anchors or tenants. It leases approximately 10 million square feet, including over 510 new leases and approximately 810 renewals for over 1,330 leases. The Company’s portfolio consists of over 350 shopping centers and over 1,000 acres of undeveloped land. The shopping centers are located in over 40 states, as well as Puerto Rico.

DDR Corp. (NYSE:DDR) Recent Trading Information

DDR Corp. (NYSE:DDR) closed its last trading session down -0.24 at 14.07 with 5,019,013 shares trading hands.