UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2017

DDR Corp.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (216) 755-5500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Officer Appointments

On March 3, 2017, DDR Corp. (“DDR”) announced that David R. Lukes was elected to the Board of Directors of DDR (the “Board”) and was named President and Chief Executive Officer of DDR, effective March 2, 2017 (the “Effective Date”). Mr. Lukes, age 47, most recently served as Chief Executive Officer of Equity One, Inc. (“Equity One”), an owner, developer, and operator of shopping centers, as well as a member of Equity One’s Board of Directors, from June 2014 until March 2017. Mr. Lukes also served as Equity One’s Executive Vice President from May 2014 to June 2014. Prior to joining Equity One, Mr. Lukes served as President and Chief Executive Officer of Sears Holding Corporation affiliate Seritage Realty Trust, a publicly traded, self-administered, self-managed REIT primarily engaged in the real property business through its investment in its operating partnership, Seritage Growth Properties, L.P., from 2012 through April 2014. In addition, Mr. Lukes served as the President and Chief Executive Officer of Olshan Properties (formerly Mall Properties, Inc.), a privately owned real estate firm that specializes in the development, acquisition and management of commercial real estate, from 2010 to 2012. Mr. Lukes’ qualifications to serve on the Board include his prior experience as Chief Executive Officer of Equity One, his familiarity with the retail REIT industry and his extensive expertise and experience in retail real estate development and operations.

Also on March 3, 2017, DDR announced that Michael A. Makinen was named Executive Vice President and Chief Operating Officer of DDR, effective the Effective Date. Mr. Makinen, age 52, most recently served as Equity One’s Chief Operating Officer since July 2014. Prior to joining Equity One, Mr. Makinen served as the Chief Operating Officer of Olshan Properties from 2010 to June 2014.

Furthermore, on March 3, 2017, DDR announced that Matthew L. Ostrower was named Executive Vice President, Chief Financial Officer and Treasurer of DDR, effective the Effective Date. Mr. Ostrower, age 46, most recently served as Equity One’s Executive Vice President since March 2015 and as its Chief Financial Officer and Treasurer since April 2015. Prior to joining Equity One, Mr. Ostrower served as Managing Director and Associate Director of Research at Morgan Stanley, an investment banking firm, since 2010.

Employment Agreements

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

Base Salary

Annual Incentive Compensation

Equity Awards

Other Benefits/Obligations

Severance Compensation

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

Severance Compensation Following a Change in Control

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

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

Officer Transitions

DDR also announced that, effective the Effective Date, Thomas F. August would no longer serve as President and Chief Executive Officer of DDR and that he resigned as a member of the Board. In connection with his separation from DDR, Mr. August will generally receive only those payments and benefits to which he is contractually entitled upon his departure “without cause” under the terms of his Employment Agreement with DDR, dated as of December 1, 2016, consistent with DDR’s prior disclosure in its Current Report on Form 8-K filed December 2, 2016.

Furthermore, DDR announced that, effective the Effective Date, it terminated William T. Ross from his position as Chief Operating Officer of DDR. Mr. Ross is expected to remain a non-officer employee of DDR for up to 90 days following the Effective Date. In connection with his termination, Mr. Ross will generally receive only those payments and benefits to which he is contractually entitled upon his departure “without cause” under the terms of his Employment Agreement with DDR, dated as of December 13, 2016, consistent with DDR’s prior disclosure in its Current Report on Form 8-K filed December 14, 2016.

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

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

Safe Harbor

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 6, 2017

INDEX TO EXHIBITS