Summary of DDR CORP - Yahoo! Finance

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H

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

On May 15, 2012, at the 2012 Annual Meeting of Shareholders (the "Annual Meeting") of DDR Corp., an Ohio corporation (the "Company"), the Company's shareholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved the Company's 2012 Equity and Incentive Compensation Plan (the "Plan"). The Board approved and adopted the Plan on February 7, 2012, subject to shareholder approval.

The Plan authorizes the Executive Compensation Committee to provide equity-based compensation and cash incentive compensation in the form of a variety of awards, including stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, cash incentive awards and other awards for the purpose of attracting and retaining directors, officers and other employees of the Company and its subsidiaries and providing such persons incentives and rewards for performance. Total equity-based awards under the Plan are limited to 9,000,000 common shares, par value $0.10 per share, of the Company ("Common Shares"), plus (1) 617,718 Common Shares that remained available for awards on May 15, 2012 under the Company's Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009), (2) the number of Common Shares available for awards at the end of November 17, 2013 under the Company's Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan and (3) any Common Shares relating to awards that expire or are forfeited or cancelled under the Plan, all subject to adjustment as provided in the Plan. No grants will be made under the Plan after May 14, 2022, but grants made on or prior to that date will continue in effect subject to the terms of such grants and the Plan.

In general, awards under the Plan (except for certain awards or awards to non-employee directors) are subject to at least three-year ratable time vesting periods or one-year performance periods, but awards may be accelerated in the event of certain events such as retirement, death or disability of a participant. In addition, under the Plan and subject to adjustment as provided in the Plan:

• no more than 9,000,000 Common Shares may be issued or transferred by the Company upon the exercise of incentive stock options;

• no participant will be granted stock options or stock appreciation rights in the aggregate for more than 750,000 Common Shares during any calendar year;

• no participant will be granted awards of restricted shares, restricted share units, performance shares or other awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986 ("Qualified Performance-Based Awards") in the aggregate for more than 2,000,000 Common Shares during any calendar year;

• no participant will receive in any calendar year Qualified Performance-Based Awards of performance units or certain other awards payable in cash having an aggregate maximum value on the grant date(s) in excess of $8,000,000;

• no participant will receive in any calendar year a cash incentive award that is a Qualified Performance-Based Award having an aggregate maximum value in excess of $8,000,000; and

• up to 5% of the maximum number of Common Shares available under the Plan may be used for either awards that do not comply with the three-year or one-year minimum vesting requirements described above or awards granted to non-employee directors.

The Plan authorizes the Executive Compensation Committee to make certain performance-based awards to participants under the Plan, which awards will be earned based upon the achievement of management objectives. These management objectives will be determined by the Executive Compensation Committee for each award, and will be based on one or more, or a combination, of the following metrics if the award is a Qualified Performance-Based Award:

(1) pre-tax income, (2) after-tax income, (3) net operating income,
(4) operating income, (5) cash flow, including but limited to operating cash flow or free cash flow, (6) earnings or adjusted earnings per share, (7) cash and/or funds available for distribution, (8) appreciation in the fair market value of shares, (9) same store net operating income, (10) total or relative return to shareholders, (11) net earnings growth, (12) stock appreciation (meaning an increase in the price or value of the shares after the date of grant of an award and during the applicable period), (13) increase in sales or revenues, (14) net earnings, (15) changes (or the absence of changes) in the per share or aggregate market price of the shares, (16) talent recruitment and retention, (17) earnings before any one or more of the following items:
interest, taxes, depreciation or amortization for the applicable period, as reflected in the Company's financial reports for the applicable period,
(18) total revenue or revenue growth, (19) funds from operations per share, as determined and reported by the Company in its financial reports, adjusted funds from operations per share, or similar measures, (20) return on capital, invested capital, assets, equity, development, or investment, (21) net asset value and net asset value per share, (22) cost/expense reductions or savings,
(23) acquisitions, dispositions or strategic transactions, (24) gross or net profit or operating margins; (25) operating efficiency; (26) customer/client satisfaction, (27) performance or yield on development or redevelopment projects, (28) lease up performance or other occupancy measures, (29) same store EBITDA, (30) market share, (31) operational or performance measurements relative to peers, (32) implementation or completion of strategic projects and
(33) regulatory body approval for commercialization of a project.

The Plan is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 15, 2012, the Company held the Annual Meeting. The matters presented to shareholders for vote and the final voting results on such matters were as follows:

1. Eleven directors, each to serve until the next annual meeting of shareholders and until a successor has been duly elected and qualified, were elected by the following vote:

                             For            Against        Abstain       Broker Non-Votes
    Terrance R. Ahern     236,192,240       1,503,645        86,823             37,314,965
    James C. Boland       235,666,677       2,023,501        92,529             37,314,965
    Thomas Finne          236,522,466       1,167,314        92,927             37,314,965
    Robert H. Gidel       234,800,453       2,873,925       108,330             37,314,965


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     Daniel B. Hurwitz         237,030,243         660,053        92,411       37,314,965
     Volker Kraft              236,523,636       1,172,277        86,795       37,314,965
     Rebecca L. Maccardini     237,275,795         403,256       103,656       37,314,965
     Victor B. MacFarlane      235,397,150       2,272,626       112,931       37,314,965
     Craig Macnab              237,047,939         645,207        89,562       37,314,965
     Scott D. Roulston         237,273,625         394,571       114,511       37,314,965
     Barry A. Sholem           234,682,386       2,985,368       114,954       37,314,965

2. The ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the Company's fiscal year ending December 31, 2012, was approved by the following vote:

For Against Abstain 245,953,985 556,508 158,070

3. The shareholder advisory vote regarding the compensation of the Company's named executive officers was approved by the following vote:

For Against Abstain Broker Non-Votes 228,549,983 2,437,835 6,794,889 37,314,965

The Company will hold shareholder advisory votes to approve the compensation of the Company's named executive officers every year until the next shareholder advisory vote regarding the frequency for future shareholder advisory votes on named executive officer compensation.

4. The 2012 Equity and Incentive Compensation Plan was approved by the following vote:

For Against Abstain Broker Non-Votes 196,008,113 41,609,471 165,123 37,314,965