UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

REGENCY CENTERS 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):

Notice of Annual Meeting of Shareholders and Proxy Statement Regency Centers.

Table of Contents

		Regency Centers Corporation 2018 Proxy Statement         ii

Our Director Nominees

You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Detailed information about each director’s background, skills and expertise can be found in Board of Directors and Corporate Governance section. The board has determined that each nominee is independent except for Mr. Stein and Ms. Palmer. Upon election of these directors at the annual meeting of shareholders, the directors shall hold the committee memberships as follows:

								Committee Membership
Name and Primary Occupation
Martin E. Stein, Jr. Chairman of the Board and Chief Executive Officer of Regency Centers Corporation			65			1993								🌑
Joseph F. Azrack Principal of Azrack & Company and Executive Chairman of Safanad real estate group			70			2017				🌑				🌑
Bryce Blair Chairman of Invitation Homes Inc. and Principal of Harborview Associates, LLC			59			2014								🌑
C. Ronald Blankenship Director of Civeo Corp.			68			2001		🌑  $
Deirdre J. Evens Chief of Operations of Iron Mountain Incorporated			54			New Nominee		🌑		🌑
Mary Lou Fiala Former Chief Operating Officer of Regency Centers Corporation			66			1997						🌑		🌑
Peter D. Linneman Principal of Linneman Associates and of American Land Funds			67			2017		🌑  $				🌑
David P. O’Connor Managing Partner of High Rise Capital Partners, LLC			53			2011				🌑		🌑
Lisa Palmer President and Chief Financial Officer of Regency Centers Corporation			50			New Nominee								🌑
John C. Schweitzer President of Westgate Corporation			73			1999						🌑
Thomas G. Wattles Chairman Emeritus of DCT Industrial Trust			65			2001		$						🌑

🌑 Member                  Committee Chair                $ Financial Expert

Regency Centers  Corporation 2018 Proxy Statement        1

OUR COMMITMENT TO EXCELLENCE IN SHAREHOLDER ENGAGEMENT

Shareholder Engagement

Regular communication with our shareholders is essential to Regency’s long-term success. Throughout 2017, members of our management team participated in robust dialogue and engagement efforts with shareholders to discuss and solicit feedback on a variety of relevant topics including our portfolio, financial and operating performance, capital allocation, corporate governance, executive compensation, the business environment and corporate responsibility initiatives. This regular dialogue with our shareholders has provided us with valuable feedback that has helped influence our decision making, reporting transparency and strategies.

Commitment to Active Shareholder Engagement

Depth of Engagement

2         Regency Centers Corporation 2018 Proxy Statement

OUR COMMITMENT TO EXCELLENCE IN SHAREHOLDER VALUE

Creating Shareholder Value

Regency’s unequaled combination of strategic advantages has resulted in consistent execution of our strategy. This is evidenced by Regency’s total shareholder return, which has outpaced the average of our property focused peers over the last one, three, and five year periods.

Total Shareholder Return – REG versus Peer Average

Our property focused peers for the 2017 and the 3-year Return are: Weingarten Realty Investors, Federal Realty Investment Trust, Kimco Realty Corporation, Brixmor Property Group, Inc., DDR Corp. and Retail Properties of America, Inc. The companies used for the 5-Year Return are the same except Brixmor Property Group, Inc., which was not included because they were not yet publicly listed on an exchange.

OUR COMMITMENT TO EXCELLENCE IN CORPORATE GOVERNANCE

Recent Board Refreshment

We understand that the quality, dedication and chemistry of our Board have been integral to the Company’s success. To ensure these vital characteristics are maintained in the future, our Board adopted a Board Succession Plan in 2014, laying out a thoughtful, measured path to Board refreshment. The plan was re-evaluated and updated in 2017 to include, among other things, enhancement of Board diversity and specifically gender diversity.

In just four years since the adoption of the succession plan, and upon the election of the director nominees at the annual shareholders’ meeting in 2018, we will have achieved a significant refreshment of our Board, reflecting a balanced set of more experienced board members and less tenured directors who bring fresh perspectives and differing backgrounds, as follows:

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Characteristics of Board Nominees

Corporate Governance Highlights

Gender Diversity Women 3 27% of women 8 men Independence Independent 9 82% Independent 2 Non-Independent Lead Independent Director with combined Chair and CEO Tenure Under 10 6 Average of 10 years 5 Over 10 Age Over 7 Average of 63 years 4 under 60 Limits on Outside Board Service Anti-Hedging and Pledging Policies Annual Board and Committee Evaluations Stock Ownership Policy Proxy Access KEY ATTRIBUTES Recoupment/Clawback Policy Majority Voting in Director Elections Codes of Conduct for Directors, Officers and Employees Succession Planning and Implementation Process Board Risk Oversight Independent Directors Meet Without Management Present Executive Compensation Pay For Performance Metrics

4         Regency Centers Corporation 2018 Proxy Statement

OUR COMMITMENT TO EXCELLENCE IN CORPORATE RESPONSIBILITY

Corporate Responsibility Highlights

Regency’s vision is to be the preeminent national owner, operator and developer of shopping centers, connecting outstanding retailers and service providers with its neighborhoods and communities while practicing best-in-class corporate responsibility.

Our pillars of corporate responsibility of environment, social and corporate governance practices are rooted in Regency’s values.

OUR COMMITMENT TO EXCELLENCE IN PERFORMANCE

2017 Performance Highlights

2017 marked another remarkable year for Regency as we continued our positive momentum in each key facet of our business. The unequaled combination of accomplishments included growth in NAREIT funds from operations (FFO) over 13%, our sixth consecutive year of growth in same property net operating income (NOI) of 3.5% or more, and the development, redevelopment and acquisition of exceptional retail centers.

In 2017, Regency also marked the completion of an important milestone – the completion and successful integration of the merger with Equity One, Inc. The merger enhanced Regency’s already high quality portfolio, while growing our platform in several priority markets and was accretive to earnings and NOI growth while preserving Regency’s strong balance sheet. The merger also added significant compelling redevelopment opportunities to our future development pipeline. Regency is now positioned to realize significant synergies in 2018 related to the merger.

S&P 500 Regency added to S&P 500 $3.09 NAREIT FFO per Share (increased 13% over 2016) 3.6% increase in Same Property Net Operating Income 96.3% Same Property Percent Leased $232 (In millions) Development and Redevelopment starts $150 (In millions) Acquisitions of premier shopping centers

Regency Centers  Corporation 2018 Proxy Statement        5

Proposal One: Election Of Directors

Nominees and Director Qualifications

Our articles of incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. Our bylaws provide that the number of directors may not be increased or decreased by more than one without shareholder approval. As of the date of this proxy statement, our board has ten (10) directors. Assuming all nominees are elected, our board will have eleven (11) directors after our annual meeting. At the February 2018 board meeting, Mr. Raymond L. Bank, a long-tenured director, advised the board that he would not stand for re-election. On February 14, 2018, Mr. Chaim Katzman resigned from the board due to his new role as CEO of Gazit-Globe Ltd. and the number of other public company boards he serves. Our board of directors nominated all other existing members to stand for re-election at the 2018 meeting. To fill the remaining board seats, our board of directors has nominated Ms. Lisa Palmer and Ms. Deirdre J. Evens. Except for the two new nominees, all nominees were elected as directors by shareholders at the 2017 annual meeting. All directors elected at the meeting will serve until the 2019 annual meeting and until their successors are elected and qualified.

A governance agreement by and among Regency, Gazit-Globe Ltd. and certain of its affiliated entities (collectively, the “Gazit Parties”) dated as of November 14, 2016 (the “governance agreement”), was entered into in connection with our merger agreement with Equity One, Inc. Pursuant to the governance agreement, upon Mr. Katzman’s resignation, the Gazit Parties have the right to designate another person to be appointed to our board of directors, which person must be reasonably acceptable to our board of directors. As of the date of this proxy statement, the Gazit Parties have not exercised their right to designate another person to be appointed to our board of directors.

The accompanying proxy will be voted for the election as directors of each of the board’s nominees unless a shareholder specifies a contrary choice. Each nominee is presently available for election. If any nominee should become unavailable, which is not now anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our board of directors, or our board may reduce the number of directors.

Our board of directors recommends a vote “for” the election of each of its nominees. Proxies solicited by the board will be so voted unless shareholders specify in their proxies a contrary choice.

6         Regency Centers Corporation 2018 Proxy Statement

Director Nominees

The following biographies of our nominees contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies reflect the committee memberships the nominees shall hold upon their election.

We believe that each nominee possesses the characteristics that are expected of all directors, namely, independence, integrity, sound business judgment and a willingness to represent the long-term interests of all shareholders. The experiences, qualifications, attributes and skills that caused the nominating and corporate governance committee and the board to determine that the person should serve as a director of our Company are described in each nominee’s biography.

		Martin E. Stein, Jr.   Age: 65   Director Since: 1993		Board Committees   ◾ Investment		Other public company boards   ◾ FRP Holdings, Inc.
				Principal occupation or employment   ◾ Our Chairman of the Board and Chief Executive Officer since 1998. From our initial public offering in 1993 until 1998, he served as our Chief Executive Officer and President. Mr. Stein also served as President of our predecessor real estate division beginning in 1981, and Vice President from 1976 to 1981.

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has led our Company since prior to it being a public company. In addition to his leadership skills, he has extensive experience in the real estate industry as past chairman of the National Association of Real Estate Investment Trusts (“NAREIT”), and is a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI and a former director of Stein Mart, Inc. from 2001 to 2014.

		Joseph F. Azrack   Age: 70   Director Since: 2017		Board Committees   ◾ Compensation ◾ Investment		Other public company boards   ◾ None
				Principal occupation or employment   ◾ Since January 2015, Mr. Azrack has served as the executive chairman of the Safanad real estate group and as principal of Azrack & Company.

Mr. Azrack, a graduate of Villanova University, holds an M.B.A. from Columbia University. Mr. Azrack served on the board of Equity One, Inc. from 2016 until its merger with us in 2017. Mr. Azrack has extensive real estate and financial expertise. He also has experience as an investor and executive of real estate companies. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014. Since June 2014, Mr. Azrack has served as a director of the Berkshire Group, a private real estate investment management company focused on multifamily properties and venture investing. From 2008 through 2014, Mr. Azrack was the managing partner, chairman and senior advisor at Apollo Global Real Estate Management, chairman and chief executive officer of Apollo Commercial Real Estate Finance, Inc. and a director of Atrium European Real Estate Ltd., a leading real estate company that owns, operates and develops shopping centers in Central and Eastern Europe.

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		Bryce Blair   Age: 59   Director Since: 2014		Board Committees   ◾ Nominating and Corporate Governance ◾ Investment		Other public company boards   ◾ PulteGroup, Inc. ◾ Invitation Homes, Inc.
				Principal occupation or employment   ◾ Chairman of Invitation Homes, Inc. and the principal of Harborview Associates, LLC, a company which holds and manages investments in various real estate properties.

Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. He has served as Chairman of Invitation Homes, Inc. since 2017. Mr. Blair has substantial experience in real estate development and investment, including serving as Chairman, from 2002 through 2013, and Chief Executive Officer, from 2001 through 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments throughout the United States. In such capacity, Mr. Blair was responsible for day to day operations and was regularly involved in the preparation and review of complex financial reporting statements. Mr. Blair also serves on the Advisory Board of the MIT Center for Real Estate, the Advisory Board of the Boston College Center for Real Estate and Urban Action, and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is the past chairman of NAREIT, where he also served on the Executive Committee and the Board of Governors. He is a past member of ULI where he served as a Trustee and was past chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.

		C. Ronald Blankenship   Age: 68   Director Since: 2001		Board Committees   ◾ Audit ◾ Investment		Other public company boards   ◾ Civeo Corporation
				Principal occupation or employment   ◾ Former President and Chief Executive Officer of Verde Realty from January 2009 and Chairman and Chief Executive Officer from January 2012 to December 2012 when Verde Realty merged with Brookfield Asset Management. After the merger, Mr. Blankenship continued as Chief Executive Officer until August 2013.

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant and has extensive experience in the REIT industry including cross-border experience. He is an expert in real estate development, acquisitions, financing and operations. He has extensive experience in public company financing, strategic planning, capital allocation, people management and executive compensation. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. He formerly served as Trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. He served as Interim Chairman, Chief Executive Officer and director of Homestead Village Incorporated from 1999 until 2001. While he was with Security Capital Group, Security Capital Group had controlling interests in 18 public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the chief financial officer and president of office development for Mischer Corporation, a Houston-based real estate development company.

8         Regency Centers Corporation 2018 Proxy Statement

		Deirdre J. Evens   Age: 54   Nominee		Board Committees   ◾ Audit ◾ Compensation		Other public company boards   ◾ None
				Principal occupation or employment   ◾ Chief of Operations of Iron Mountain Incorporated

Ms. Evens, a graduate of Cornell University, currently serves as Chief of Operations of Iron Mountain Incorporated and served as its Chief People Officer and Executive Vice President from July 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of Human Resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Sales & Marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President, Member Insight at BJ’s Wholesale Club from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy. She has a strong background in corporate strategy, addressing technological change, marketing and human resources.

		Mary Lou Fiala   Age: 66   Director Since: 1997		Board Committees   ◾ Investment ◾ Nominating and Corporate Governance		Other public company boards   ◾ GGP Inc.
				Principal occupation or employment   ◾ Former Chief Operating Officer of Regency Centers, from January 1999 to December 2009, President from January 1999 to February 2009, and Vice Chairman until December 2009.

Ms. Fiala, a graduate of Miami University, currently serves as a director of GGP Inc. (formerly General Growth Properties, Inc.). Ms. Fiala formerly served as the Co-Chairman of LOFT Unlimited, a personal financial and business consulting firm, non-executive chair of Build-A-Bear Workshop, Inc. and as a director of Flat Out Crazy, Inc., a privately held restaurant chain. Prior to joining us, she held a series of executive positions with Security Capital U.S. Realty Strategic Group and Macy’s East/Federated Department Stores. Ms. Fiala has extensive knowledge of our Company from her service both as an officer and as a director. She has significant experience in and knowledge of the retail industry which provides us with great insight into our tenants. She is a former chairman, and current member, of the board of trustees of the ICSC. She has strong skills in operations management, organizational management, marketing and human resources.

Regency Centers  Corporation 2018 Proxy Statement        9

		Peter D. Linneman   Age: 67   Director Since: 2017		Board Committees   ◾ Audit ◾ Nominating and Corporate Governance		Other public company boards   ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth
				Principal occupation or employment   ◾ Principal of Linneman Associates, a real estate advisory firm, and American Land Funds, a private equity firm.

Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the board of Equity One, Inc. from 2000 until its merger with us in 2017. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also chairman of Rockefeller Center Properties. Dr. Linneman has many years of experience in financial and business advisory services and investment activity. He also has experience as a member of numerous public and private boards, including many real estate companies.

		David P. O’Connor   Age: 53   Director Since: 2011		Board Committees   ◾ Compensation ◾ Nominating and Corporate Governance		Other public company boards   ◾ Paramount Group, Inc. ◾ Prologis, Inc.
				Principal occupation or employment   ◾ Managing partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP, a real estate private equity firm.

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in Real Estate from New York University. Mr. O’Connor is an experienced and successful real estate securities investor as well as hedge fund manager. He was the co-founder and Senior Managing Partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. From 1994 to 2000, he was Principal, Co-Portfolio Manager and Investment Committee Member of European Investors, Inc., a large dedicated REIT investor. He has extensive knowledge and experience in real estate securities and capital markets. He serves on the Board of Trustees of Boston College, the investment committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the executive committee of the Zell/Lurie Real Estate Center at the University of Pennsylvania’s Wharton School. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an Adjunct Instructor of Real Estate at New York University.

10         Regency Centers Corporation 2018 Proxy Statement

		Lisa Palmer   Age: 50   Nominee		Board Committees   ◾ Investment		Other public company boards   ◾ ESH Hospitality, Inc.
				Principal occupation or employment   ◾ Our President since January 1, 2016 and Chief Financial Officer since January 2013. From 2013 to 2015, she was our Executive Vice President and Chief Financial Officer, and prior to that, served as Senior Vice President of Capital Markets from 2003 until 2013. She served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999.

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer has been with the Company for over 20 years and as a result has extensive knowledge of the shopping center and real estate industries and the Company. Prior to joining Regency, Ms. Palmer worked as a consultant with Accenture, formerly Andersen Consulting Strategic Services, and as a financial analyst for General Electric. She has extensive experience in finance and capital markets, operations, public board strategy and governance. She is a director and chairperson of the nominating and governance committee of ESH Hospitality, Inc., an owner/operator of hotels and the subsidiary of Extended Stay America, Inc., and Brooks Health System, a private healthcare organization. She is also on the board of trustees for the United Way of Northeast Florida, an advisory board member for the Florida Institute of CFOs, a member of ULI, and a member of the ICSC.

		John C. Schweitzer   Age: 73   Director Since: 1999		Board Committees   ◾ Compensation ◾ Nominating and Corporate Governance		Other public company boards   ◾ Stratus Properties, Inc.
				Principal occupation or employment   ◾ President of Westgate Corporation, which holds investments in real estate and venture capital operations. He previously served as a member of Pacific Retail Trust’s board of trustees before its merger into Regency in 1999. ◾ Mr. Schweitzer serves as our lead director.

Mr. Schweitzer, a graduate of the University of Missouri, holds an M.B.A. from the University of Missouri. He serves on the board of Stratus Properties, Inc., a Texas real estate development company. Mr. Schweitzer previously served as a director or officer of a number of public companies and financial institutions, including Archstone-Smith Trust, J.P. Morgan Chase Bank of Texas-Austin, Franklin Federal Bancorp, Elgin Clock Company, El Paso Electric Company, MBank El Paso, the Circle K Corporation, Homestead Village Incorporated and Enerserv Products. Mr. Schweitzer has served on the boards of numerous public companies, many of which are real estate companies. He has a strong background in business and finance with extensive experience in public company strategies, executive compensation and human resource issues.

Regency Centers  Corporation 2018 Proxy Statement        11

		Thomas G. Wattles   Age: 66   Director Since: 2001		Board Committees   ◾ Audit ◾ Investment		Other public company boards   ◾ Columbia Property Trust
				Principal occupation or employment   ◾ Chairman Emeritus of DCT Industrial Trust, a publicly held industrial property REIT.

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. Mr. Wattles has extensive experience in the REIT industry, including cross-border experience. Mr. Wattles is also a director of Columbia Property Trust, a publicly held office REIT. Mr. Wattles was a principal of both Black Creek Group and Dividend Capital Group LLC, each a real estate investment management firm, from 2003 to 2008. He served as Chief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was Managing Director, then Co-Chairman and Chief Investment Officer of ProLogis, Inc. from 1992 to 1997. Mr. Wattles has previously served as a director of Prologis, Inc., Interpark Holdings Incorporated and Security Capital European Realty. At Security Capital Group, he oversaw capital deployment and investments in multiple public and private operating platforms with focus on retail, industrial, parking, manufactured housing and European office sectors. While Mr. Wattles was with Security Capital Group, Security Capital Group had controlling interests in 18 public and private real estate operating companies, eight of which were listed on the NYSE. He is an expert in real estate development, acquisitions, finance and operations. He has significant knowledge of capital allocation, strategic planning and accounting.

12         Regency Centers Corporation 2018 Proxy Statement

Independent Directors

Our board of directors has determined that Joseph F. Azrack, Bryce Blair, C. Ronald Blankenship, Mary Lou Fiala, Peter D. Linneman, David P. O’Connor, John C. Schweitzer and Thomas G. Wattles, are “independent” as defined by applicable New York Stock Exchange listing standards and that Deirdre J. Evens will also be independent upon her election.

The board annually reviews all commercial and charitable relationships of directors and determines whether directors meet these categorical independence tests. In making its determination with respect to independence for the directors identified above as independent, the board does not consider any transactions, relationships or arrangements involving these directors that are not disclosed in this proxy statement.

Board Succession Plan

Believing strongly that the quality, dedication and chemistry of the board are key factors in the Company’s success, the board adopted a Board Succession Plan in 2014, establishing a measured plan for board refreshment over a period of years. The board believes that a well-conceived succession plan will help maintain these vital characteristics in the future. The plan is periodically re-evaluated and was most recently amended in 2017. Among the goals of the amended Plan are the reduction of the average director tenure and increased diversity, including diversity in gender, ethnicity and experience.

In the four years since the adoption of the board succession plan, four long-term independent directors have retired from our board pursuant to the process set forth in the Plan, including Mr. Bank, who will retire from our board in 2018. In those years, the average tenure has decreased from 14 years to approximately 10 years. If Ms. Palmer and Ms. Evens are elected, our board will have eleven (11) directors after the annual meeting of shareholders in 2018, five of whom will have joined since 2014.

If elected, the newest directors will increase the number of our female directors from one to three.

In our refreshment process, we consider potential candidates from a variety of sources. From time to time, and most recently in 2016 and 2017, we have used an executive search firm to assist us in our goal to increase gender diversity on our board, as well as diversity in experience, skills and perspective. Through these and other means, the board has continued to refresh the board by adding directors who will bring a sufficient range of different perspectives to bear, generate appropriate challenge and discussion, and fulfill its oversight responsibilities to foster significant value creation for our shareholders. We believe that, in alignment with our plan, our board reflects a balanced set of more experienced board members and less tenured directors who bring fresh perspectives.

Procedures for Nomination of Directors

The nominating and corporate governance committee assists the board in establishing criteria and qualifications for potential board members. The committee identifies individuals who meet such criteria and qualifications to become board members and recommends to the board such individuals as nominees for election to the board of directors at the next annual meeting of shareholders.

The nominating and corporate governance committee works with the board of directors to determine the appropriate characteristics, skills and experiences for both individual directors and the board as a whole. The objective is to have a board with diverse backgrounds and experience in relevant areas for the benefit of the Company. Characteristics expected of all directors include independence, integrity, sound business judgment and willingness to represent the long-term interests of all shareholders. In evaluating the suitability of individuals as board members, the committee takes into account many factors but does not have a policy that focuses on any one factor. The factors considered by the committee include: familiarity with our industry; understanding of finance and capital markets; knowledge of the retail industry; expertise in business operations and developing and executing strategies; marketing; disciplines relevant to publicly traded companies; diversity; educational and professional background; and personal accomplishments. In addition, the committee will look for skills and experience that will complement and enhance the board’s existing make-up including length of anticipated or possible service to assist with board succession and transitions. The committee evaluates each individual in the context of the board as a whole, to recommend a group that can best perpetuate the success of our business.

When vacancies develop, the nominating and corporate governance committee solicits input regarding potential new candidates from a variety of sources, including existing directors and senior management. If the committee deems it appropriate, it engages a third-party search firm. The committee evaluates potential candidates based on their biographical information and qualifications and also arranges personal interviews of qualified candidates by one or more committee members, other board members and senior management.

Directors may not stand for re-election after reaching age 75, unless the board elects to waive the mandatory retirement age.

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Shareholder Recommendations for Potential Director Nominees

The nominating and corporate governance committee will consider written recommendations from shareholders for potential nominees for director for election in 2019. The names of suggested nominees, together with the information set forth below, should be submitted for consideration to our Corporate Secretary, at our address set forth on page 41 of this proxy statement, no later than November 12, 2018. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Recommendation for Director.”

To be a valid submission for recommendation to the nominating and corporate governance committee for a potential nominee, the form of recommendation must set forth:

Proxy Access

Our bylaws provide proxy access for shareholders, pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office. Such number will be reduced by the number of individuals that the board of directors nominates for re-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal.

Proxy access is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.

Meeting of Board of Directors

Our board held four regular meetings and two special meetings during 2017. All directors attended at least 75% of all meetings of the board and board committees on which they served during 2017.

Our independent directors meet quarterly in conjunction with the regular board meetings. The independent directors have elected John C. Schweitzer as lead director. As lead director, Mr. Schweitzer presides at the independent directors’ meetings. See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Schweitzer or any of the other independent directors.

We do not have a formal policy requiring directors to attend annual meetings of shareholders. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate that directors will attend the annual meeting. All of our directors attended the 2017 annual meeting.

Our board of directors has established five standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, an investment committee and an executive committee, which are described below. Members of these committees are elected annually by our board of directors. The charter of each committee is available on our website at www.regencycenters.com or in printed form by contacting Barbara C. Johnston, Senior Vice President, Secretary and General Counsel at (904) 598-7000.

Board Leadership Structure

Our board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the

14         Regency Centers Corporation 2018 Proxy Statement

non-employee directors or should be an employee. Our board believes that it should have the flexibility to periodically determine the leadership structure that it believes is best for the Company. The board believes that its current leadership structure, with Mr. Stein serving as both chief executive officer and board chairman, is appropriate given Mr. Stein’s past experience serving in these roles, the efficiencies of having the chief executive officer also serve in the role of chairman, and our strong corporate governance structure. Pursuant to our governance guidelines, whenever the chairman is an employee of the Company, the board elects a lead director from its independent directors. The lead director is currently Mr. Schweitzer. The chairman and chief executive officer consults periodically with the lead director on board matters, board agendas and on issues facing the Company. In addition, the lead director serves as the principal liaison between the chairman of the board and the independent directors, presides at the executive session of non-management directors at each regularly scheduled board meeting, leads the board’s annual evaluation of the chairman and chief executive officer and performs such other duties as may be assigned by the board.

Standing Committees

Audit Committee. The audit committee presently is comprised of Thomas G. Wattles (Chairman), Raymond L. Bank, C. Ronald Blankenship and Peter D. Linneman. No member of the audit committee serves on the audit committees of more than three public companies. The audit committee met eight times during 2017. The principal responsibilities of and functions to be performed by the audit committee are established in the audit committee charter. The audit committee charter was adopted by the board of directors and is reviewed annually by the audit committee. See “Audit Committee Report” for a description of the audit committee’s responsibilities.

Our board of directors has determined that Messrs. Bank, Blankenship, Linneman and Wattles are independent as defined under the applicable New York Stock Exchange listing standards and the requirements for audit committee independence under Rule 10A-3 promulgated under the Securities Exchange Act of 1394, as amended, and meet the financial literacy requirements of the New York Stock Exchange. Our board of directors also has determined that Messrs. Blankenship, Linneman and Wattles are audit committee financial experts as defined by the rules of the Securities and Exchange Commission.

Compensation Committee. The compensation committee presently is comprised of John C. Schweitzer (Chairman), Joseph F. Azrack, C. Ronald Blankenship and David P. O’Connor, all of whom are independent as defined under the applicable listing standards of the New York Stock Exchange. The compensation committee held three meetings in 2017. The duties of the compensation committee include:

Nominating and Corporate Governance Committee. The nominating and corporate governance committee presently is comprised of Bryce Blair (Chairman), Raymond L. Bank, David P. O’Connor, Mary Lou Fiala and John C. Schweitzer, met four times during 2017. All members of the nominating and corporate governance committee are independent as defined under the applicable listing standards of the New York Stock Exchange. The duties of the nominating and corporate governance committee include:

Investment Committee. The investment committee presently is comprised of C. Ronald Blankenship (Chairman), Bryce Blair, Mary Lou Fiala, Martin E. Stein, Jr., and Thomas G. Wattles. The investment committee met eight times during 2017. The duties of the investment committee include:

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Executive Committee. The executive committee is constituted as needed and shall include Martin E. Stein, Jr. (Chairman) and any two other directors who qualify as independent, as defined by the listing standards of the New York Stock Exchange, and who are available to meet when committee action is required. If Mr. Stein is unavailable, the lead director would serve in his place. The executive committee is authorized by the resolutions establishing the committee to handle ministerial matters requiring board approval. The executive committee may not perform functions reserved under Florida law or the rules of the New York Stock Exchange for the full board of directors and, in addition, may not declare dividends. There were no meetings of the executive committee during 2017.

Code of Ethics

Our board of directors has long maintained corporate governance guidelines, including a code of business conduct and ethics for our directors, officers and employees. The corporate governance guidelines and code of conduct are posted on our website at www.regencycenters.com.

Limits on Board Service

Our board of directors is aware of the concept of “overboarding” which refers to a director serving on an excessive number of boards. Such excessive commitments can lead to a director being unable to appropriately fulfill his or her duties. Our corporate governance guidelines have long limited the number of boards on which our directors and officers can serve. Our corporate governance guidelines further provide that no more than two active Regency executives may serve on our board at any time. Our current guidelines provide the following limitations:

* The number of public company boards includes Regency’s board of directors.

Risk Oversight

Our board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the board as disclosed in the descriptions of each of the committees herein and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through full reports by each committee chair regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. In 2017, the Company formed a cyber risk committee comprised of key members of management and other employees that is focused on managing our cyber risks. This committee reports quarterly to our audit committee.

Risk Consideration in our Compensation Program

The board believes that our compensation policies and practices for our employees are reasonable and properly align our employees’ interests with those of our shareholders. The board believes that there are a number of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that our executive officers have their annual and long term incentive compensation tied to financial metrics as well as total shareholder return as compared to a peer group encourages actions that focus on profitable business for the benefit of shareholders. Our stock ownership policy and our policy prohibiting stock hedging transactions further align the interest of our senior officers with the long term interests of our shareholders. In addition, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter term focus are managed by employees and officers whose compensation has a longer term focus.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no member of the compensation committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. During the past fiscal year, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.

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Compensation of Directors

During 2017, we paid our non-employee directors an annual cash retainer of $60,000. Members of the audit committee and the investment committee received annual retainers of $15,000. Members of the nominating and corporate governance committee and the compensation committee received annual retainers of $10,000. The annual retainer for our lead director was $27,000. The chairpersons of the audit committee and the investment committee received annual retainers of $20,000. The chairpersons of the nominating and corporate governance committee and the compensation committee received annual retainers of $12,000.

We pay directors’ fees quarterly, in cash or, at the election of the director, shares of common stock issued under our Omnibus Incentive Plan and valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may defer their fees, at their election, under our non-qualified deferred compensation plan.

Non-employee directors also receive stock rights awards of 2,000 shares each immediately following the annual meeting of shareholders. Stock rights granted prior to 2018 vest 25% on each of the first four anniversary dates of the grant. Stock rights granted in 2018 or later vest 100% on the first anniversary date of grant.

DIRECTOR COMPENSATION FOR 2017

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Proposal Two: Advisory Vote on Executive Compensation

We design our executive officer compensation programs to attract, motivate, and retain executives who are capable of achieving our key strategic goals. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives. Pay that reflects performance and alignment of that pay with the interests of long-term shareholders are key principles that underlie our compensation program design. We encourage you to closely review our “Compensation Discussion and Analysis” and “Executive Compensation” sections.

The compensation committee continues to refine our executive compensation practices and policies consistent with evolving governance practices. We believe that the compensation actually received by our executives reflects our goal to align the interests of management with shareholders. We believe the following items reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework.

In accordance with SEC rules, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 2017 compensation program and policies for our named executive officers. Although this advisory vote is non-binding, our board and compensation committee will review the voting results. To the extent there is any significant negative say-on-pay vote, the board and compensation committee would consider constructive feedback in making future decisions about executive compensation programs.

Our board recommends a vote “for” approval of the following resolution:

RESOLVED, that the holders of common stock of Regency Centers Corporation approve, on an advisory basis, the 2017 compensation of the Company’s named executive officers as described in this proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”

18         Regency Centers Corporation 2018 Proxy Statement

Compensation Discussion and Analysis

Except as otherwise specified, the following compensation discussion and analysis focuses on our CEO and the other executive officers named in our Summary Compensation Table. We refer to these individuals as our “named executive officers” or “NEOs.”

Executive Summary

The compensation committee of our board of directors is focused on executive compensation being appropriate in amount and form. The compensation committee strives to align the interests of our executive team with the interests of our shareholders by providing incentives based upon the achievement of performance levels in relation to our strategic goals. Our board of directors and our compensation committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The compensation committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2017 annual meeting of shareholders, more than 98% of the votes cast on the shareholder advisory vote on executive compensation were in favor of our executive compensation.

Our operational and financial performance in 2016 that was considered by our board of directors and compensation committee in determining targeted executive compensation for 2017 included:

Net income increased to $143.9 million or $1.42 per share, an increase of 4.4% per share from 2015.

Over the three-year period ending in 2016, our total shareholder return was 63% versus 41% for the FTSE NAREIT U.S. Shopping Center Index (2200 basis points of outperformance).

We experienced 8.2% growth in Core FFO per share, our third consecutive year of 7%+ growth.

We experienced 3.5% growth in Same Property NOI without termination fees after exceeding 4.0% for the four consecutive prior years.

We had $218 million in project starts in 2016 (before partner participation) and had $174 million in project completions in 2016.

We had $352 million in property acquisitions and $169 million in property dispositions.

We improved our debt to EBITDA ratio to 4.4x. We increased our fixed charge coverage to 3.3x.

In view of our financial performance in 2016 as well as other business accomplishments and peer benchmarking, the compensation committee of our board of directors increased targeted total direct compensation for our NEOs by approximately 5.2% for 2017. Our continued operational and financial progress in 2017 resulted in the Company achieving a number of performance highlights in 2017 as well as the successful integration of Equity One, Inc.

Net income increased to $159.9 million or $1.00 per share.

Over the three-year period ending in 2017, our total shareholder return was 19% versus -4% for the FTSE NAREIT U.S. Shopping Center Index (2300 basis points of outperformance).

We experienced 9.7% growth in adjusted Core FFO per share.

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We experienced 3.6% growth in Same Property NOI without termination fees.

We had $232 million in project starts in 2017 (before partner participation) and had $132 million in project completions in 2017.

We had $150 million in property acquisitions and $120 million in property dispositions.

Our debt to EBITDA ratio was 5.4x. We increased our fixed charge coverage to 4.1x.

We reduced our G&A/revenues under management to 5.0% from 6.6%.

Please see Appendix A for definition of the above terms and a reconciliation of the above metrics to results reported in accordance with generally accepted accounting principles.

Compensation Program Objectives and Overview

Our compensation program is designed to attract, motivate, and retain executives who are capable of achieving our key strategic goals. We compensate our executives through a mix of base salary, annual cash incentives, and long-term equity compensation with an emphasis on the role of incentives in contributing to total compensation. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives.

Oversight of Compensation

The compensation committee of our board of directors is responsible for implementing our executive pay philosophy, evaluating compensation against the market, and approving the material terms of executive compensation arrangements, such as incentive plan participants, award opportunities, performance goals, and compensation earned under incentive plans. The committee is comprised entirely of independent directors as defined by the New York Stock Exchange.

The committee evaluates the performance of the CEO and determines his compensation based on this evaluation. With respect to our other executive officers, the committee considers the CEO’s input as to performance evaluations and recommended compensation arrangements. With respect to our executive vice presidents, the committee considers the CEO’s and the president’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officers is subject to the final approval of the committee.

Management and the committee rely upon outside advisors to determine competitive pay levels, evaluate pay program design, and assess evolving technical constraints. During 2017 the committee engaged Willis Towers Watson to evaluate competitive pay practices, assist in the refinement of our incentive plans and assist in the preparation of our pay disclosures and valuation of our equity awards.

A representative from Willis Towers Watson generally attends meetings of the compensation committee, and is available to participate in executive sessions and to communicate directly with the compensation committee chair or its members outside of meetings.

The compensation committee considers all factors relevant to the consultant’s independence from management, including those identified by the NYSE. The compensation committee has determined that Willis Towers Watson has no conflict of interest and is independent.

Targeted Level of Compensation

We rely on the peer group analysis prepared by Willis Towers Watson described below as well as the compensation survey of NAREIT to evaluate pay levels for our named executive officers. The consultant to the compensation committee analyzes competitive total direct compensation at the peer REITs listed below, as disclosed in their proxy statements for prior years. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly.

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The principles by which the peer group was created and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our size. In 2016, the peer group was changed to reflect the Equity One, Inc. transaction increasing Regency’s size.

The peer group reviewed in 2016 for setting 2017 compensation included:

In the fall of 2017, the composition of the peer group was changed by the compensation committee to better reflect the Company’s increased market capitalization and to include “best-in-class” REITs regardless of property focus. The revised peer group that will be used for setting 2018 compensation includes:

We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the expected value of long-term incentives, for target performance levels moderately below, at or moderately above the peer median depending on company and market circumstances as well as the experience level of the individual executive. Annual increases in base salary, cash incentives, performance shares and total direct compensation will be more robust when pay is below the median and more moderate when those compensation levels are more than 10% above the median or exceed the peer 60^th percentile. Compensation for top executives will be highly variable with heavy weighting toward incentive compensation rather than fixed components.

Elements of Compensation

In allocating compensation, we believe the compensation of senior levels of management should be predominantly performance-based since these levels of management have the greatest ability to influence corporate performance. The table below summarizes the allocation of the 2017 compensation opportunity for our named executive officers and all other executives based upon the three primary elements of compensation (base salary, annual cash incentive, and long-term incentives).

Elements of Compensation Opportunity *

* Opportunity at target for all persons

We generally aim to align with the market in each of the three pay elements as defined in our pay-for-performance philosophy.

The elements of 2017 compensation are discussed in more detail below.

Base Salary

Base salaries are reviewed annually. The following factors are considered in determining salary adjustments: market competitiveness, the roles and responsibilities of the executives, their contributions to the Company’s business, an analysis of job requirements and the executives’ prior experience and accomplishments.

Base salaries were increased in 2017. Our NEOs received base salary increases that ranged from 3.6% to 4.0%.

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Annual Cash Incentive—Overview

Regency pays an annual cash incentive based on achievement of key corporate objectives. The compensation committee continued Core FFO per share as the sole metric that annual cash incentives should be based upon in 2017 for our NEOs.

The compensation committee believes Core FFO is representative of our ability to meet our financial commitments, make distributions to shareholders on a sustainable basis and is a representative indicator of growth in our net asset value.

The portion of the 2017 annual cash incentive for our named executive officers based on achieving specified levels of Core FFO per share in 2017 is set forth in the following table. Our compensation committee considered, among other things, the impact of our merger with Equity One, Inc. in determining the Core FFO per share criteria. To encourage our NEOs to take actions that are in the long-term interests of the Company, our compensation committee may normalize the calculation of Core FFO per share to not penalize (or overly-benefit) our NEOs for taking actions that are in the best interest of our Company over the long-term but that have a negative impact on Core FFO such as the sale of assets and debt reduction. In 2017 we normalized Core FFO for incentive compensation purposes by excluding $14.4 million of non-cash revenues, or $0.08 per share, from Core FFO that were a result of purchase accounting adjustments related to the merger with Equity One. In 2017, our adjusted Core FFO per share was $3.61.

2017 Performance Criteria of Core FFO per Share for Annual Cash Incentives

Payouts for performance above $3.62 would be interpolated up to a maximum of 2 times target for performance up to $3.75 per share. Payouts for performance below $3.39, if any, would be made at the discretion of the compensation committee.

Annual Cash Incentive—2017 Results v. 2017 Incentive Plan Goals

Our NEOs received the following cash awards for Core FFO per share, which was $3.61 per share adjusted which translated into an award of 146% of the target award:

Long-Term Incentives—Overview

The compensation committee strongly believes that using equity awards with multi-year performance and vesting periods for a majority of the incentive awards reinforces the alignment of the interests of executives with those of shareholders. We maintain our Omnibus Incentive Plan for the purpose of granting various types of equity awards, including stock rights awards, to provide incentives for management to increase shareholder value. In addition, the multi-year nature of the performance and vesting periods encourages executives to stay with the Company.

Our compensation committee has authority to determine eligible participants, the types of awards and the terms and conditions of awards. Award opportunities under the Omnibus Incentive Plan are consistent with the pay philosophy in that they provide above-median award opportunities for achievement of Regency’s high

22         Regency Centers Corporation 2018 Proxy Statement

performance expectations. The committee uses two different stock-based awards to promote stock ownership among the participants and to emphasize the importance of total shareholder return. Performance share awards are awarded subject to the achievement of select performance goals as described below. Restricted share awards are awarded subject to the participant’s ongoing employment with us.

Long-Term Incentives: Performance Shares

Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results. Following the end of the period, performance versus goals is calculated and reviewed by the compensation committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares will be earned if the minimum performance levels are not achieved.

Performance shares awarded to our named executive officers in 2015, 2016 and 2017 are set forth in the table for outstanding equity awards at fiscal year-end 2017 on page 32 in this proxy statement. Our named executive officers earned 200% of the target performance share award that was based upon total shareholder return for the 2015-2017 performance period. Our relative total shareholder return for this performance period was 19% versus -4% for the FTSE NAREIT U.S. Shopping Center Index—an out-performance of 2300 basis points. As the table below illustrates, Regency has consistently outperformed the index in recent years.

In years prior to 2017, performance shares granted to our named executive officers were entirely based on total relative shareholder return relative to the FTSE NAREIT U.S. Shopping Center Index. We believe total shareholder return is our shareholders’ scorecard for our Company and it is a discerning measure of how the executives perform in the shopping center sector over an extended period.

For the named executive officers in 2017, we awarded performance shares tied to total relative shareholder return performance over the 2017—2019 period. Due to the merger with Equity One, Inc., we also awarded performance shares tied to achievement of net G&A expenses as a percentage of revenues under management (“merger synergies”) during 2018. We believe this is an effective way to consider the success of our merger.

The performance share goals under the 2017 plan that are set in terms of performance in relation to the FTSE NAREIT U.S. Shopping Center Index are outlined below and were articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as dividends. Such performance shares will be earned after the end of 2019 and will be immediately vested.

2017-2019 Performance Criteria for Total Shareholder Return

(Relative to FTSE NAREIT U.S. Shopping Center Index)

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The following table shows the performance criteria for 2018 net G&A expenses/revenues under management:

Merger Synergies

Payouts for performance better than 4.6% net G&A expenses/revenues under management would be interpolated up to a maximum of 2x target for performance up to 4.2% net G&A expenses/revenues under management. Payouts for performance below 5.3% net G&A expenses/revenues under management, if any, would be made at the discretion of the compensation committee. Performance shares for merger synergies will be earned at the end of 2018 and will vest one-third in January 2019, one-third in January 2020 and one-third in January 2021.

Long-Term Incentive: Restricted Shares / Stock Rights Awards

A restricted share award is a grant of stock that vests after certain conditions are met. Restricted shares are used to motivate and retain employees as well as promote employee stock ownership. The restricted share awards we grant are usually “time-based” and vest equally over a four-year period. We refer to them as stock rights awards because we do not issue the shares until the vesting conditions have been satisfied.

In 2017, we granted restricted shares to Messrs. Chandler and Thompson in the amount of $168,000 each. The grants represented 20% of their 2017 long-term incentive target.

Long-Term Incentive: Stock Options

We currently do not use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based on goal-achievement and/or continued service. Since we grant fewer shares with these types of awards than we would have granted in the form of options, stock grants help us manage dilution that we would otherwise experience in granting options. No employees or directors hold any stock options.

Retirement: 401(k) Profit-Sharing Plan

We are strongly committed to encouraging all employees to save for retirement. To provide employees with the opportunity to save for retirement on a tax-deferred basis, Regency sponsors a 401(k) plan pursuant to which Regency matched employee contributions at 100% up to $5,000 for 2017. In addition, the compensation committee has the right to approve additional contributions –including the discretion to make such contribution when our corporate objectives are achieved.

For 2017, the compensation committee approved a discretionary profit-sharing award totaling $2.3 million, and the pool of funds is distributed pro-rata to all eligible employees based upon a salary cap of $60,000. We review our Company match, employee participation levels and communication programs throughout the year to ensure that this benefit remains competitive with comparable companies as well as national benchmarks.

Compensation on Termination of Employment

Each of our named executive officers has a severance and change of control agreement. We believe these agreements are important for retention purposes, as many companies we compete with offer severance compensation, particularly in connection with a change of control. Accordingly, our named executive officers have the right to receive severance compensation if they are terminated without cause or they leave for good reason while the agreement is in effect. If such termination occurs within two years after a change of control, enhanced severance compensation, including the vesting of unvested equity awards, is provided. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for shareholders in a change of control transaction.

The severance amount payable to each executive officer is a specified multiple of the sum of the officer’s annual base salary and average annual cash bonus paid during the past three years. With respect to qualifying

24         Regency Centers Corporation 2018 Proxy Statement

terminations occurring prior to a change of control, the severance multiple is 1.5 for each of Mr. Stein and Ms. Palmer, and the severance multiple is 1.0 for each of Messrs. Chandler and Thompson. With respect to qualifying terminations occurring on or after a change of control, the severance multiple is 2.0 for Messrs. Stein, Chandler and Thompson and Ms. Palmer. Mr. Stein’s severance multiple for a termination following a change of control was reduced from 3.0 to 2.0 in 2017.

In lieu of allowing executives to continue participating in our health plans during the severance period, we would pay an additional cash severance payment upon the executive’s qualifying termination in an amount equal to the COBRA premiums the executive would be required to pay to continue his or her health plan coverage during such severance period.

In the event of a termination without cause or the executive officer leaves for good reason that is not related to a change of control, the executive officer’s unvested options and stock rights awards that vest solely on the basis of time will vest on a pro-rated basis and the executive officer’s performance shares will be earned on a pro-rated basis based on the level of achievement as of such date of termination.

Our severance and change of control agreements provide for severance using a “double trigger,” i.e., severance is payable only if a change of control occurs and the officer is terminated without cause or leaves for good reason within two years after the change of control. The vesting/cash out of equity awards upon severance after a change of control is at the greater of actual performance to-date or target, except when Regency or any surviving entity cease to be a public company, in which case unvested options and stock rights awards are cashed out and performance shares are cashed out at their fair market value as of the date of the change of control with interest through the payment date. For executive officers, if their change of control compensation is subject to excise taxes for “excess parachute payments,” as defined in Section 280G of the Internal Revenue Code, they will either pay the excise tax or have their payments capped at a level so there would be no excise tax depending upon which option provides such executive with the greatest benefit on an after-tax basis.

The agreements also provide that severance payments are subject to recoupment as required by any recoupment policy approved by our Board of Directors or required by law.

If an executive officer has delivered written notice of his or her pending retirement and a change of control should occur after such notice is given, the payments and benefits for such retiring officer are limited to the payments and benefits such retiring officer would have received through the contemplated date of retirement.

For additional information on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation—Compensation on Termination of Employment.”

Stock Ownership Policy

We have a stock ownership policy for our senior officers and outside directors to encourage them to focus on creating long-term shareholder value. The current policy sets stock ownership targets for officers as a multiple of base salary and for outside directors as a multiple of their annual retainer (exclusive of fees for committee service).

The targets are to be achieved by directors and executive officers over a five-year accumulation period. The stock ownership policy also requires the chief executive officer, the president and chief financial officer, our executive vice presidents, our managing directors and members of our board of directors to retain 25% of the shares they receive as direct compensation (on a pre-tax basis) after being hired, promoted or elected into such positions so long as they remain an officer or director. Stock received in lieu of cash for board fees is not subject to the retention requirement. With respect to senior vice presidents, the retention requirement only applies until the senior vice president meets his or her stock ownership target. We monitor the ownership of our officers and directors to make sure our ownership policy is followed.

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Policy on Hedging Transactions, Margin Accounts and Stock Pledges

The Company prohibits its officers and directors from engaging in hedging transactions or arrangements designed to lock in the value of their Company securities. This prevents the Company’s officers and directors from continuing to own Company securities without having the full risks and rewards of ownership.

The Company also prohibits its officers and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Recoupment/Clawback Policies

The Sarbanes-Oxley Act of 2002 subjects incentive compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of misconduct, with any financial reporting requirement under securities laws.

In 2017, our board adopted a more expansive clawback policy for our executive officers. If the Company issues a material accounting restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the board may, in its sole discretion, upon evaluating the associated costs and benefits, recover any incentive compensation (i) received by any covered person (ii) during the three fiscal years immediately preceding the date of the accounting restatement issuance based on the erroneous data and (iii) that exceeds the amount that would have been paid to the covered person under the accounting restatement, calculated on a pre-tax basis. If the board determines that any covered person has committed misconduct, fraud or gross negligence, the board may, in its sole discretion upon evaluating the associated costs and benefits, recover any incentive compensation received by any covered person during the three fiscal years preceding or following the period during which the misconduct occurred, calculated on a pre-tax basis. In making such determination, the board may consider such factors as it deems appropriate, including, without limitation (A) the practicability of obtaining such recovery and the costs to the Company and/or its shareholders of pursuing such recovery, (B) the likelihood of success of enforcement under governing law versus the cost and effort involved, (C) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, (D) any applicable fraud, intentional misconduct or gross negligence by a covered person, (E) any pending legal proceeding relating to any applicable fraud, intentional misconduct or gross negligence, and (F) any other factors deemed relevant by the board. The covered persons are any current or former executive officer who was designated by the Company as subject to Section 16 of the Securities Exchange Act of 1934.

Deductibility of Compensation

The compensation committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Because all of our employees are employed by our operating partnership and not by Regency itself, we believe we are not subject to Section 162(m) of the Internal Revenue Code, which limits the deductibility of compensation paid by corporations to executives named at any time in their summary compensation tables to the extent it exceeds $1 million per executive. Further, since we have elected to qualify as a REIT under the Internal Revenue Code of 1986, we generally will not be subject to federal income tax. Thus, the deduction limit contained in Section 162(m) of the Internal Revenue Code for compensation paid to CEOs and certain other executive officers of public companies is not material to the design and structure of our executive compensation program.

26         Regency Centers Corporation 2018 Proxy Statement

Compensation Committee Report

For the year ended December 31, 2017, the compensation committee reviewed and discussed the compensation discussion and analysis with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the compensation discussion and analysis be included in this proxy statement.

John C. Schweitzer, Chairman

Joseph F. Azrack

C. Ronald Blankenship

David P. O’Connor

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Executive Compensation

Executive Officers

Pictured above (left to right) are Lisa Palmer, Hap Stein, Mac Chandler and Jim Thompson.

For information with respect to Mr. Stein and Ms. Palmer, please see the information about the members of our board of directors on the preceding pages.

James D. Thompson has been our Executive Vice President of Operations since January 1, 2016. Prior to that time from 1993 until 2015, he served as Managing Director—East. Prior to that time, Mr. Thompson served as Executive Vice President of our predecessor real estate division from 1981. Mr. Thompson is a graduate of Auburn University.

Dan M. Chandler, III has been our Executive Vice President of Investments since January 1, 2016. From 2009 to 2015, he served as Managing Director—West. From 2007 to 2009 Mr. Chandler was a principal with Chandler Partners, a private commercial and residential real estate developer in Southern California. Mr. Chandler was a Managing Director—Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (So Cal / Mid-Atlantic) from 2002 to 2006, Vice President of Investments (So Cal) from 1999 to 2002 and was a Director—Project Development (So Cal) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science (Urban Planning), MBA and Master of Real Estate Development (MRED) from the University of Southern California. He is also a member of ICSC and ULI, and serves on ULI’s Small-Scale Development Council (Gold).

28         Regency Centers Corporation 2018 Proxy Statement

Summary Compensation Table for 2017

The following table summarizes the compensation of our chief executive officer, our president and chief financial officer and our two other executive officers for 2017. The amounts reported for stock awards may not represent the amounts that the named executive officers will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on Regency’s performance, stock price and continued employment. Please see the 2017 Total Earned Compensation Table for the total compensation realized by each named executive officer.

2017 Stock Awards. The goals for performance awards granted in 2017 based upon total shareholder return are entirely market-based.

The awards issued on January 30, 2017 assumed (a) stock price volatility of 18.0% for Regency and 16.1% for the index, (b) risk-free interest rates of 1.48%, (c) Regency’s beta versus the index of 1.038, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued on January 30, 2017 were valued using the Monte Carlo model at $78.54 per share.

The goals for performance awards granted in 2017 based upon merger synergies are not market-based. These awards were valued at target level of performance. The maximum value of performance awards based upon merger synergies are $1,190,000 for Mr. Stein, $600,000 for Ms. Palmer and $336,000 for each of Messrs. Chandler and Thompson.

The 2017 stock awards also include the grant date fair value of restricted stock awards to Messrs. Chandler and Thompson.

2016 Stock Awards. The goals for performance awards granted in 2016 are entirely market-based.

The awards issued on February 1, 2016 assumed (a) stock price volatility of 18.4% for Regency and 15.9% for the index, (b) risk-free interest rates of 1.01%, (c) Regency’s beta versus the index of 1.087, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued on February 1, 2016 were valued using the Monte Carlo model at $90.73 per share.

The awards issued on February 18, 2016 assumed (a) stock price volatility of 18.5% for Regency and 16.1% for the index, (b) risk-free interest rates of 0.88%, (c) Regency’s beta versus the index of 1.074, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued on February 18, 2016 were valued using the Monte Carlo model at $86.66 per share.

The 2016 Stock Awards also includes the grant date fair value of restricted stock awards to Ms. Palmer and Messrs. Chandler and Thompson.

2015 Stock Awards. The goals for performance awards granted in 2015 are entirely market-based for Mr. Stein and Ms. Palmer. The 2015 awards assumed (a) stock price volatility of 17.1% for Regency and

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14.0% for the index, (b) risk-free interest rates of 0.78%, (c) Regency’s beta versus the index of 1.11, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued in 2015 were valued using the Monte Carlo model at $72.89 per share. Totals for Messrs. Thompson and Chandler includes amounts recognized for financial reporting purposes in 2015 in accordance with FASB ASC Topic 718 for performance awards that are likely to be earned based on Regional NOI Growth during 2015. We consider the likelihood of meeting performance criteria based upon management’s estimates at the beginning of the performance period.

Pay Ratio

We have estimated the ratio between our chief executive officer’s total compensation and the median annual total compensation of all employees (except the chief executive officer). In searching for the median employee we considered taxable compensation totals in 2017. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2017, then we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our chief executive officer had annual total compensation of $5,591,771 and our Median Employee had annual total compensation of $94,802. Therefore, we estimate that our chief executive officer’s annual total compensation is 59 times that of the median of the annual total compensation of all of our employees.

2017 Total Earned Compensation Table

To supplement the SEC-required disclosure in the Summary Compensation table set forth above, we have included the additional table below, which shows “Total Earned Compensation” representing the total compensation realized by each named executive officer in each of the years shown in comparison to Total Compensation as reported in the Summary Compensation table. Total compensation as calculated under SEC rules and, as shown in the Summary Compensation table, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized by the named executives in a particular year.

30         Regency Centers Corporation 2018 Proxy Statement

Grants of Plan-Based Awards

Cash incentive awards under our 2017 incentive plan were based on adjusted Core FFO per share during the year ended December 31, 2017. Cash incentive awards based on adjusted Core FFO per share were earned at 1.46 times the target level under the 2017 incentive plan.

Equity awards that may be earned under our 2017 incentive plan are issuable under our Long Term Omnibus Plan. Our 2017 incentive plan provides for the issuance to our named executive officers of performance share awards that are based on specified thresholds for total relative shareholder return during 2017 through 2019 and merger synergies achieved by the end of 2018.

Each performance share award provides for a specific number of shares depending on the extent to which the performance levels are achieved. No performance shares will be earned if the minimum performance levels are not achieved. Earned awards will vest, if at all, at the end of the performance period and be paid in shares. Dividend equivalents will vest when the underlying share award vests and will be paid in shares, as if dividends paid on unvested shares at the same rate as paid on our common stock were reinvested annually.

The following table sets forth information about plan-based awards granted to our named executive officers during 2017, all of which were made under our 2017 incentive plan. Threshold amounts reflect the minimum amounts that we expect to be earned by our NEOs.

GRANTS OF PLAN BASED AWARDS DURING 2017

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Outstanding Equity Awards

The following table sets forth information about outstanding equity awards held on December 31, 2017 by our named executive officers. The amounts include unvested dividend equivalent units earned as of December 31, 2017.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2017 ^{(6) (7)}

See “– Compensation on Termination of Employment.”

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Options Exercises and Stock Vested in 2017

Our named executive officers do not have any options outstanding and did not exercise any options in 2017. The following table sets forth information about the vesting of stock rights awards for our named executive officers in 2017.

Summary of Our Non-Qualified Deferred Compensation Plans

We do not have any defined benefit pension plans. However, we maintain two non-qualified deferred compensation plans that permit directors and a select group of management or other highly compensated employees designated by the compensation committee of our board of directors to defer compensation they receive from us, in accordance with procedures established by the committee under the plan. We also may make matching contributions to participant accounts but have never done so. We established the second of the two plans in 2005 to comply with changes made to the Internal Revenue Code, including the addition of Code Section 409A. We require that all contributions be made to the 2005 plan since its establishment, but we continue to maintain the old plan for contributions made to it before we established the 2005 plan. Otherwise, the provisions of the two plans are nearly identical.

Deferral elections must be made before the calendar year to which they relate and remain effective for the entire calendar year. Participating employees must defer a minimum of $25,000 of incentive compensation. All types of compensation may be deferred under the 2005 plan other than compensation from the exercise of stock options and base salary.

We maintain a separate account for each participant in each plan and credit the participant’s contributions to the account. Each account is adjusted for investment gains and losses determined by assuming that the account is invested, in the percentages designated by the participant, in hypothetical investment options offered under the plans, including shares of our common stock. These hypothetical investment options are the same options that we offer under our 401(k) and profit sharing plan to all eligible employees. However, participants in the deferred compensation plans have no right to require that the plan invest in the investments they designate. Rather, investment gains and losses on the hypothetical investment options serve as the method of measuring the total amount of our obligation to the participant under the plans. We also maintain a so-called rabbi trust to hold funds set aside under the plan, although the assets of the trust are subject to the claims of our creditors in the event of our insolvency or bankruptcy.

Participant contributions under the plans are fully vested upon contribution. Amounts deferred under the plans, as adjusted for earnings, are not subject to income tax until actually paid to the participant. Participants will receive distributions of their account balances on (1) death, (2) disability, (3) termination of employment (subject to any deferral required by Section 409A of the Internal Revenue Code), or (4) the date elected in advance by the participant. Payments to a participant can be made either in a lump sum payment on the applicable distribution date or in annual installments over two to ten years beginning on the applicable distribution date. We make distributions in cash, except for account balances deemed invested in our common stock, in which case, we make the distributions in shares.

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The following table sets forth information about participation by our named executive officers in our deferred compensation plans.

NON-QUALIFIED DEFERRED COMPENSATION FOR 2017

Compensation on Termination of Employment

Our named executive officers have severance and change of control agreements that expire on December 31, 2018 but automatically renew for successive additional three-year terms unless either party gives written notice of non-renewal within 90 days before the end of the current term. The following describes the compensation that will be payable to our named executive officers on termination of employment under these agreements.

If we terminate the executive without cause or the executive terminates his or her employment for good reason, in either case other than in connection with a change of control, the named executive officer will receive a cash payment equal to a specified multiple (set forth in the table below) of the sum of his or her annual base salary, his or her average annual cash bonus during the past three years, and the annual COBRA premiums the executive would be required to pay to continue health plan coverage under our health plans. We will pay this amount in a lump sum within 60 days after the executive’s separation from service, subject to deferral required by Section 409A of the Internal Revenue Code if payments over the first six months would exceed $450,000.

If the executive retires for other than good reason and gives us a specified advance notice before retiring, or if the executive dies or terminates employment because of disability, all unvested stock rights awards that vest based on continued employment will vest immediately on the date of such retirement or termination. The executive will remain eligible to receive performance shares awarded under our equity incentive plans before his or her termination if we achieve the stated performance goals during the remainder of the performance period, as if the executive’s employment had not terminated. To qualify for these benefits on retirement, the executive must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give us the required number of years of advance notice of retirement.

In the event of a change of control and termination of the executive by us without cause or by the executive for good reason within two years after the change of control, the specified multiple used to determine the executive’s aggregate severance benefits will increase to the multiple set forth in the table below. In addition, all unvested stock rights awards will vest immediately. Unearned performance shares also will vest at the greater of actual performance or target. If payments we make in connection with a change of control would be subject to the excise tax on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code, the executive may either pay the excise tax or have such payment capped at a level so there will be no excise tax depending upon which option provides such executive with the greatest benefit on an after-tax basis.

The severance and change of control agreements require each executive officer to sign a general release of claims against us as a condition of receiving the severance payment.

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For one year after termination of employment for any reason, the executive is prohibited from:

The agreements also require the executive to provide consulting services to us for up to 20 hours a month during the six months after any termination of employment and requires the executive to maintain the confidentiality of our confidential information.

The agreements do not contain any provision for waiving a breach of the non-solicitation, confidentiality or consulting obligations described above.

The following table illustrates the additional compensation that we estimate would be payable to each of our named executive officers on termination of employment under each of the circumstances described above, assuming the termination occurred on December 31, 2017 and that the severance and change of control agreements were in effect on that date. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment.

ESTIMATED ADDITIONAL COMPENSATION TRIGGERED BY TERMINATION OF EMPLOYMENT

IF TERMINATED ON THE LAST BUSINESS DAY OF 2017 ⁽¹⁾

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Audit Committee Report

Our management is responsible for our internal controls and financial reporting process; the purpose of the audit committee is to assist the board of directors in its general oversight of our financial reporting, internal controls and audit functions. The audit committee operates under a written charter adopted by the board of directors. A copy of the charter can be found on our website at www.regencycenters.com. The directors who serve on the audit committee have no financial or personal ties to us (other than director compensation and equity ownership as described in this proxy statement) and are all “financially literate” and “independent” for purposes of the New York Stock Exchange listing standards applicable to audit committee members. The board of directors has determined that none of the audit committee members has a relationship with us that may interfere with the member’s independence from us and our management.

The audit committee met with management, KPMG LLP, our independent registered public accounting firm and our internal auditors eight times during the year to consider and discuss the adequacy of our internal controls and the objectivity of our financial reporting. In addition, the audit committee was on call as needed by management and KPMG LLP to meet with or discuss any issues arising during the course of the year. At the end of each meeting, the audit committee met privately with both KPMG LLP and the internal auditors, each of whom has unrestricted access to the audit committee.

The audit committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of our financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures; establishing and maintaining internal control over financial reporting; evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The audit committee supervises the relationship between us and our independent registered public accounting firm, including making decisions about their appointment or removal, reviewing the scope of their audit services, approving non-audit services, approving the fees for their services, and confirming their independence. The audit committee has discussed with KPMG LLP the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees,” including the quality of our accounting principles, reasonableness of significant judgments and the clarity of disclosures in the financial statements. In addition, the audit committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning independence, and has discussed with KPMG LLP the independent registered public accounting firm’s independence. KPMG LLP has served as our independent registered public accounting firm since 1993.

In addition, the committee reviewed key initiatives and programs aimed at maintaining and strengthening the effectiveness of Regency’s internal control over financial reporting and disclosure controls and procedures. As part of this process, the committee continues to monitor the scope and adequacy of our internal auditing program, and to review staffing levels and steps taken to maintain the effectiveness of internal procedures and controls.

Based on these reviews and discussions, the audit committee recommended to the board of directors and the board of directors approved that the audited financial statements be included in Regency’s annual report on Form 10-K for the year ended December 31, 2017.

Thomas G. Wattles, Chairman

Raymond L. Bank

C. Ronald Blankenship

Peter D. Linneman

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Proposal Three: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

Our board of directors has selected the firm of KPMG LLP to serve as our independent registered public accounting firm for the current fiscal year ending December 31, 2018. That firm has served as our auditors since 1993. Our board of directors has directed that the appointment of the independent registered public accounting firm be submitted for ratification by the shareholders at the annual meeting. Representatives of KPMG LLP will be present at the annual meeting of shareholders and will be provided the opportunity to make a statement, if they so desire, and to respond to appropriate questions.

Shareholder ratification of the selection of KPMG LLP as our independent registered public accounting firm is not required by our articles of incorporation or bylaws. However, the board of directors is submitting the appointment of KPMG LLP as a matter of good corporate practice. If the shareholders do not ratify the selection, the audit committee will reconsider whether or not to retain KPMG LLP. In such event, the audit committee may retain KPMG LLP notwithstanding the fact that the shareholders did not ratify the selection, or select another nationally recognized accounting firm without re-submitting the matter to a shareholder vote. Even if the selection is ratified, the audit committee retains the right in its discretion to select a different nationally recognized accounting firm at any time during the year if it determines that such a change would be in the best interests of our shareholders and us.

All decisions regarding selection of independent registered public accounting firms and approval of accounting services and fees are made by our audit committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities Exchange Commission. There are no exceptions to the policy of securing pre-approval of the audit committee for any service provided by our independent registered public accounting firm.

The following table provides information relating to the fees billed to Regency by KPMG LLP for the years ended December 31, 2017 and 2016:

Our board of directors recommends that the shareholders vote “for” the proposal to ratify the selection of KPMG LLP as our independent registered public accountants for the year ending December 31, 2018.

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Beneficial Ownership

Section 16(a) Compliance

Under Section 16(a) of the Securities Exchange Act, an officer, director or 10% shareholder must file a Form 4 reporting the acquisition or disposition of our equity securities with the SEC no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Reportable transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the company’s fiscal year. To our knowledge, based solely on a review of the copies of these reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners timely complied with all applicable Section 16(a) filing requirements during 2017.

Beneficial Ownership of Principal Shareholders

The following table shows information relating to the beneficial ownership of our common stock of each person known to us to be the beneficial owner of more than 5% of our common stock. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares.

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Beneficial Ownership of Directors and Executive Officers

The following table shows information relating to the beneficial ownership of our common stock as of March 1, 2018, of each director and nominee, each of the executive officers named in the summary compensation table elsewhere in this proxy statement, and all directors and executive officers as a group. As of March 1, 2018, we had 169,721,133 shares of common stock issued and outstanding. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares. No shares have been pledged as security by directors, nominees or executive officers.

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Related Party Transactions

The nominating and corporate governance committee has adopted written policies and procedures for the committee to review and approve or ratify related party transactions. These transactions include: