UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~Earliest Event Reported~~15(d)~~: March 22, 2023~~

~~URSTADT~~of ~~BIDDLE~~the ~~PROPERTIES~~Securities ~~INC~~ Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2023

LOGO

URSTADT BIDDLE PROPERTIES INC.

(Exact Name of Registrant as Specified in Its Charter)

001-12803

(Commission File Number)

Maryland	~~04-2458042~~	04-2458042
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(I.R.S. EmployerIdentification No.)

321 RAILROAD AVENUE

GREENWICH, Connecticut 06830

(Address of principal executive offices, including zip code)

(203) 863-8200

(Registrant’s telephone number, including area code)

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:

☐☒ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $.01 per share	UBP	NYSE
Class A Common Stock, par value $.01 per share	UBA	NYSE
6.25% Series H Cumulative Preferred Stock	UBPPRH	NYSE
5.875% Series K Cumulative Preferred Stock	UBPPRK	NYSE
Common Stock Rights to Purchase Preferred Shares	N/A	NYSE
Class A Common Stock Rights to Purchase Preferred Shares	N/aA	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 7.~~02 Departure~~01 ofRegulation ~~Directors~~FD ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~Effective~~On ~~March~~May 2218, 2023, Urstadt Biddle Properties Inc. (the "“Company"”) ~~amended its Amended~~ and ~~Restated~~Regency ~~Restricted~~Centers ~~Stock~~Corporation ~~Plan~~ (~~the "Plan"~~“Regency”) toissued ~~(i) increase~~a ~~the~~joint ~~maximum~~press ~~number~~release ofannouncing ~~shares~~that ofthe ~~restricted~~two ~~stock~~companies ~~available~~have ~~for~~entered ~~issuance~~into ~~thereunder~~a bydefinitive ~~1,000,000~~merger ~~shares~~agreement by which, atsubject ~~the~~to ~~discretion of~~ the ~~Compensation~~terms ~~Committee~~and ~~administering~~conditions ~~the Plan~~thereof, ~~may~~Regency bewill ~~any~~acquire ~~combination~~the ofCompany ~~Class~~in Aan ~~Common~~all-stock ~~Stock and Common Stock and (ii) eliminate the designation of 350~~transaction,~~000~~ ~~shares~~valued ~~each~~at ofapproximately ~~Common~~$1.4 ~~Stock and Class A Common Stock~~billion, soincluding ~~all shares issuable under~~ the ~~Plan~~assumption ~~may be any combination~~ of ~~Class~~debt ~~A Common Stock~~ and ~~Common~~preferred ~~Stock at the discretion of the Compensation Committee~~stock.

~~The~~A ~~forgoing~~copy ~~summary~~of ~~does~~the ~~not~~press ~~purport~~release tois beattached ~~complete~~hereto ~~and~~as isExhibit ~~qualified~~99.1. inSuch ~~its~~information ~~entirety~~shall bynot ~~reference~~be todeemed ~~the~~“filed” ~~full~~for ~~text~~any purpose of Section 18 of the ~~Plan,~~Securities ~~which~~Exchange isAct ~~filed~~of 1934, as ~~Exhibit~~ ~~10.1~~amended, ~~hereto~~ and ~~incorporated~~is ~~herein~~not incorporated by reference ~~herein~~into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

~~Item~~Forward-Looking ~~5.07 Submission~~Statements ~~of Matters to a Vote of Security Holders.~~

~~The~~This ~~2023~~Current ~~Annual~~Report ~~Meeting~~on ofForm ~~Stockholders~~8-K ofcontains ~~the~~forward-looking ~~Company~~statements ~~was~~within ~~held~~the onmeaning ~~March~~of ~~22, 2023. At~~ the ~~meeting,~~Private ~~stockholders~~Securities ~~were~~Litigation ~~asked~~Reform toAct ~~vote~~of on1995. ~~the following matters:~~

1Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to the proposed transaction between the Company and Regency or the Company’s and Regency’s future events, developments or financial or operational performance or results are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. ~~For~~These forward-looking statements are identified by the ~~election~~use of words such as “may,” “will,” “could,” “can”, “should,” “plan”, “seek”, “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “anticipate,” “continue”, “guidance,” or variations of such words and other similar language and the ~~three~~negatives ~~director~~of ~~nominees~~such words. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. These forward-looking statements are based on certain assumptions and analyses made by the Company or Regency in light of their respective experiences and their respective perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to ~~serve~~a ~~for~~variety ~~three~~of ~~years~~risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Our and Regency’s operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our respective SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our respective businesses, financial condition or operating results, as ~~Class~~well IIas ~~directors~~the market price of our respective securities, could be materially adversely affected. Forward-looking statements are only as ~~follows~~of the date they are made, and the Company undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as to the extent required by law. These risks and events include, without limitation: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the Company and Regency; the effect of the announcement of the proposed transaction on the ability of the Company and Regency to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the Company’s and Regency’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the proposed transaction; failure to achieve the anticipated benefits from the proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto, including significant transaction costs and/or unknown or inestimable liabilities, risks

Nominees to serve for three years as Class II directors --
	For	Against	Abstain	Broker Non-Votes
Kevin J. Bannon	8,649,424	1,303,564	12,080	820,218
Richard Grellier	8,794,744	1,159,282	11,042	820,218
Charles D. Urstadt	9,595,325	358,243	11,500	820,218

related to diverting the attention of the Company and Regency management from ongoing business operations and the risk of stockholder litigation in connection with the proposed transaction; risk factors related to the integration of the two companies and the future opportunities and plans for the combined company; risk factors related to the current economic environment; risk factors related to pandemics or other health crises; risk factors related to operating retail-based shopping centers; risk factors related to real estate investments; risk factors related to the environment affecting the Company’s and Regency’s properties; risk factors related to corporate matters; risk factors related to our respective partnerships and joint ventures; risk factors related to funding strategies and capital structure; risk factors related to the market price for our respective common stock and other securities; and risk factors related our respective qualifications as a REIT.

2These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and proxy statement/prospectus that will be filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. ToWhile ~~ratify~~the list of factors presented here is, and the ~~appointment~~list of ~~PKF~~factors ~~O'Connor~~to ~~Davies~~be presented in the registration statement on Form S-4 are, ~~LLP~~considered asrepresentative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company'’s ~~independent~~and ~~registered~~Regency’s ~~public~~respective ~~accounting~~periodic ~~firm~~reports ~~for~~and ~~fiscal~~other ~~year~~filings ~~2023~~with the SEC, including the risk factors identified in the Company’s and Regency ’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The ~~vote~~forward-looking ~~with~~statements ~~respect~~included toin this ~~proposal~~communication ~~was:~~are made only as of the date hereof. Neither the Company nor Regency undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

For	Against	Abstain	Broker Non-Votes
10,753,739	20,607	10,939	0

No Offer or Solicitation

3.This ~~For~~communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, onnor anshall ~~advisory~~there ~~basis~~be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the ~~compensation~~requirements of Section 10 of the ~~Company’s~~U.S. ~~named~~Securities ~~executive~~Act ~~officers:~~of 1933, as amended.

For	Against	Abstain	Broker Non-Votes
9,171,660	750,844	42,565	820,218

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Regency intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of the Company and that also constitutes a prospectus of Regency. ToEach ~~vote~~of Regency and the Company may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Regency or the Company may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of the Company. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, onPROXY anSTATEMENT/PROSPECTUS ~~advisory~~AND ~~basis~~ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, onAS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the ~~frequency~~registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about the Company, ~~should~~Regency ~~hold~~and the ~~advisory~~proposed ~~vote~~transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Regency will be available free of charge on ~~executive~~Regency’s ~~compensation~~website ~~(every~~at 1https://investors.regencycenters.com/ or by requesting copies by mail from Investor Relations, 2Regency orCenters 3Corporation, ~~years)~~One Independent Drive, Suite 114, Jacksonville, FL 32202-5019. ~~The~~Copies ~~vote~~of the documents filed with ~~respect~~the toSEC ~~this~~by ~~proposal~~the ~~was~~Company will be available free of charge on the Company’s website at https://investors.ubproperties.com/ or by requesting copies by mail from Secretary, Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830.

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
1,717,742	13,493	8,210,787	23,046	0

Participants in the Solicitation

The ~~Board~~Company, ofRegency ~~Directors~~and ~~has~~certain ~~considered the results~~ of ~~the~~their ~~advisory~~respective ~~vote~~directors, ~~on the frequency of the advisory vote on~~ executive ~~compensation~~officers and ~~determined~~other ~~that~~members anof ~~advisory~~management ~~vote~~may onbe ~~executive~~deemed ~~compensation~~to ~~will~~ be ~~held~~participants ~~every~~in ~~three years, with~~ the ~~next~~solicitation ~~such~~of ~~vote~~proxies toin berespect ~~held~~of at the ~~2026~~proposed ~~Annual~~transaction. ~~Meeting~~Information ~~of Stockholders.~~

5 about the directors and executive officers of Regency, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Regency’s proxy statement for its 2023 Annual Meeting of Shareholders, which was filed with the SEC on March 22, 2023, and Regency’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 17, 2023. ToInformation ~~approve~~about anthe ~~amendment~~directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s ~~Amended~~proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on February 7, 2023 and ~~Restated~~the ~~Restricted~~Company’s ~~Stock~~Annual ~~Award~~Report ~~Plan:~~on Form 10-K for the fiscal year ended October 31, 2022, which was filed with the SEC on January 13, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company or Regency using the sources indicated above.

For	Against	Abstain	Broker Non-Votes
8,621,156	1,314,612	29,300	820,218

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable ~~(b) Not applicable (c) Not applicable (d) The following exhibits are filed as part of this report: 10~~.~~1 Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan (as amended March 22, 2023).~~

(b)	Not applicable.

(c)	Not applicable.

(d)	The following exhibits are filed as part of this report:


99.1		Joint Press Release of Urstadt Biddle Properties Inc. and Regency Centers Corporation, May 18, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 24, 2023	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)
	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President & Chief Financial Officer

Dated: May 18, 2023

URSTADT BIDDLE PROPERTIES INC.

(Registrant)

/s/ John T. Hayes

John T. Hayes

Senior Vice President & Chief Financial Officer

Filing Compare · URSTADT BIDDLE PROPERTIES INC