Site Centers Corp

This management proposal asks shareholders to approve an amendment to the Company’s Amended and Restated Code of Regulations to extend Director terms from one year to three years, the maximum duration permitted under Ohio law. Management frames the change as a pragmatic response to the Company’s ongoing disposition strategy and anticipated wind‑up following the sale and monetization of significantly all remaining assets, a process that will reduce operational complexity and investor interest and may lead to eventual delisting and dissolution over a multi‑year period. By moving to three‑year terms, the Company intends to reduce recurring proxy solicitation and related costs that would otherwise be incurred each year under its current one‑year election cycle, while maintaining Ohio law’s requirement to hold annual meetings during the wind‑up period. The Board recommends the amendment on the grounds that annual elections during a largely ministerial wind‑down would be an unnecessary use of corporate resources and that longer Director terms better align with the reduced operational cadence. The proposal is governance‑focused rather than transaction‑specific and does not change board composition, voting standards for director elections, or other shareholder rights beyond the election cycle length. Shareholders should consider that approving the amendment could make it more administratively efficient for the Company to operate through its wind‑up, but it also delays shareholders’ ability to vote on director composition for up to three years per cycle. Management emphasizes that the amendment will take effect immediately if approved and that Directors elected at the Annual Meeting would serve three‑year terms if the amendment is adopted. For investors evaluating governance implications, the proposal should be assessed in the light of the Company’s disclosed disposition strategy, expected reduced operations, and the Board’s rationale that the change serves shareholder interests by lowering operating costs during a limited, transitional period.

The Board is asking shareholders to approve a governance amendment to lower the Company’s quorum requirement from a majority of voting power outstanding to the default Ohio statutory standard of shareholders present in person or by proxy. Management justifies the change by citing the Company’s strategy to sell remaining assets and wind up operations, which is likely to reduce market capitalization and institutional interest and make it progressively difficult to assemble a majority voting‑power quorum under the existing governance document. Lowering the quorum to the Ohio default is intended to ensure the Company can hold the legally required annual meetings with minimal administrative burden and without incurring disproportionate solicitation costs in a period when meetings are expected to be largely ministerial. The proposed amendment does not alter voting thresholds for substantive matters that require a specified proportion of shares, nor does it change substantive shareholder rights beyond the quorum standard. Shareholders should weigh the administrative benefits—greater ease and lower cost of convening meetings—against potential governance concerns that a lower quorum could make it easier for a small subset of holders to carry votes on routine matters. The Board frames this as a practical adaptation to the Company’s expected reduced scale and eventual dissolution timeline; institutional investors may scrutinize the change for its effect on shareholder oversight during the wind‑down. If approved, the amendment will be reflected in the Amended and Restated Code of Regulations and will govern future shareholder meetings.

This non‑binding management proposal requests shareholder approval of the Company’s disclosed 2025 compensation for its named executive officers (NEOs) and serves as the periodic Say‑on‑Pay advisory vote required by Dodd‑Frank. The Board recommends a FOR vote, arguing that compensation practices for employed NEOs (notably the CFO and General Counsel) were aligned with Company performance and designed to retain key personnel during a period of asset dispositions and wind‑down activity. The proposal should be considered in the context of the Company’s October 2024 spin‑off of Curbline Properties, under which the CEO and CIO employment transferred to Curbline and compensation decisions for those roles were made by Curbline; the Company remains responsible for compensation of employed NEOs (Gerald Morgan and Aaron Kitlowski). For 2025, the Compensation Committee awarded maximum annual incentive payouts to the employed NEOs based on a qualitative year‑end assessment responsive to unusually high disposition activity and the inability to set quantitative targets. Investors should note the Committee’s recent engagement with an independent consultant, Mercer, its explanation for equitable treatment of pre‑spin PRSUs, and that the 2025 Say‑on‑Pay previously received approximately 77% support, which the Committee attributed to a proxy advisory firm’s adverse recommendation tied to spin‑off PRSU adjustments. Although advisory and non‑binding, the Board and Compensation Committee state they will consider the vote results in future compensation decisions and the timing of future Say‑on‑Pay votes may be affected by Proposal Two (three‑year director terms). Shareholders evaluating this proposal should weigh retention and alignment arguments against concerns about discretionary qualitative determinations and one‑time adjustments related to the spin‑off, and consider the Company’s disclosed governance and compensation controls, including clawback and risk‑mitigation policies.