- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 23 2009 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the
Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o
Definitive
Proxy Statement
þ
Definitive
Additional Materials
o
Soliciting
Material Pursuant to
Rule 14a-12
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Name of Registrant as Specified in
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
No
fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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The
2009 Annual Meeting of Shareholders of Developers Diversified Realty
Corporation (the Company) will be held at the Companys corporate headquarters,
3300 Enterprise Parkway, Beachwood, Ohio 44122, on June 25, 2009 at
9:00 a.m., local time (the Annual Meeting). At the Annual Meeting, among other items,
shareholders will be asked to approve the Amended and Restated 2008
Developers Diversified Realty Corporation Equity-Based Award Plan (the 2008 Plan).
On June 23, 2009, the
Company provided a commitment to Fidelity Management and Research Company that the Company will recommend to the Executive
Compensation Committee, during the Companys 2009 fiscal year, that the 2008 Plan be amended to clarify that awards to non-employee
directors shall not be subject to management discretion.
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