SEC Form DEF 14A filed by Urban Edge Properties

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2025

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

May 7, 2025

New York, NY

 

 

March 28, 2025

Dear Shareholder:

The Board of Trustees and officers of Urban Edge Properties join me in extending to you a cordial invitation to attend the 2025 annual meeting of our shareholders (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 7, 2025, at 9:00 a.m. Eastern Time. The Annual Meeting will be held entirely online. You can attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UE2025, where you will be able to participate in the Annual Meeting live, submit questions and vote. Please see the “Questions and Answers” section of this proxy statement for more details regarding the logistics of the virtual Annual Meeting, including the ability of shareholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform for the Annual Meeting.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we have provided access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or E-proxy notice, to our shareholders of record as of the close of business on March 10, 2025. The E-proxy notice contains instructions regarding, among others, how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual report or elect to receive your proxy statement and annual report over the Internet.

If you are unable to attend the Annual Meeting, it is very important that your shares be represented and voted at the Annual Meeting. You may authorize your proxy to vote your shares over the Internet as described in the E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by telephone as described in your proxy card. If you authorize your proxy to vote your shares over the Internet, return your proxy card by mail or vote by telephone prior to the Annual Meeting, you may nevertheless revoke your proxy and cast your vote personally at the Annual Meeting.

We appreciate your participation in our Annual Meeting.

Sincerely,

 

Jeffrey S. Olson

Chairman of the Board and Chief Executive Officer

Urban Edge Properties

12 East 49^th Street, 44^th Floor

New York, New York 10017

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Urban Edge Properties, a Maryland real estate investment trust (“we”, “Urban Edge” or the “Company”), to be held on Wednesday, May 7, 2025, at 9:00 a.m. Eastern Time. The Annual Meeting will be held entirely online. You can attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UE2025, where you will be able to listen to the Annual Meeting live, submit questions and vote. To join the Annual Meeting, you will need to have your 16-digit control number, which is included in the Notice (as defined below) and the proxy card sent to you or, if you are a beneficial owner who did not receive such number, may be obtained upon request to the broker, bank, or other nominee that holds your shares. Please see the “Questions and Answers” section of our definitive proxy statement in connection with the Annual Meeting, filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), for more details regarding the logistics of the virtual Annual Meeting, including the ability of shareholders to submit questions, and technical details and support related to accessing the virtual platform for the Annual Meeting.

The Annual Meeting will be held for the following purposes:

We are furnishing proxy materials to you electronically, via the Internet, instead of mailing printed copies of those materials to each shareholder. We believe that this process expedites receipt of our proxy materials by shareholders, while lowering the costs and reducing the environmental impact of our Annual Meeting. We have provided a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record on March 10, 2025. The Notice contains instructions on how to access our Proxy Statement and annual report over the Internet and how to vote online. The Notice also includes instructions on how you can request and receive a paper copy of the Proxy Statement and annual report for the Annual Meeting and future meetings of shareholders.

The Board of Trustees has fixed the close of business on March 10, 2025 as the record date for determining the shareholders entitled to notice of and to vote at our Annual Meeting. Only holders of record of our common shares of beneficial interest, as of the close of business on March 10, 2025 are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

The Board of Trustees appreciates and encourages your participation in the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. You may authorize your proxy to vote your shares over the Internet as described in the Notice. Alternatively, if you requested and received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You also may vote by telephone as described in your proxy card. If you vote your shares over the Internet, by mail or by telephone prior to the Annual Meeting, you may nevertheless revoke your proxy and cast your vote personally at the meeting, as described in the Proxy Statement.

By Order of the Board of Trustees,

ROBERT C. MILTON III

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and our annual report available to our shareholders electronically via the Internet in connection with the solicitation of proxies by our Board of Trustees (the “Board”) for use at our Annual Meeting of Shareholders (the “Annual Meeting”) to be held online on Wednesday, May 7, 2025, at 9:00 a.m. Eastern Time. We provided a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record on March 10, 2025. If you received the Notice electronically, you will not receive a printed copy of the proxy materials in the mail. If you would like to receive a printed copy of our proxy materials, please follow the instructions for requesting printed materials contained in the Notice. Our shareholders are invited to attend the Annual Meeting online and are requested to vote on the proposals described in this Proxy Statement. The approximate date on which this Proxy Statement and accompanying materials will be first sent and made available to shareholders is March 28, 2025.

The Annual Meeting will be held entirely online. Shareholders of record as of March 10, 2025, will be able to attend and participate online by accessing www.virtualshareholdermeeting.com/UE2025 using the log in instructions below. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our shareholders to access the Annual Meeting prior to the start time.

Log in Instructions. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/UE2025. Shareholders will need their unique 16-digit control number, which appears on the Notice and the proxy card sent to them. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than May 6, 2025, so that you can be provided with a control number and gain access to the Annual Meeting. If, for any reason, you are unable to locate your control number, you will still be able to join the virtual Annual Meeting as a guest by accessing www.virtualshareholdermeeting.com/UE2025 and following the guest log-in instructions; you will not, however, be able to vote or ask questions.

Submitting Questions at the virtual Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Technical Assistance. Beginning 30 minutes prior to the start of and during the Annual Meeting, we will have support team ready to assist shareholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, call our support team which will be posted on www.virtualshareholdermeeting.com/UE2025.

Availability of live webcast to team members and other constituents. The live audio webcast will be available to not only our shareholders but also to other constituents. Such constituents will be able to attend the online platform for the Annual Meeting by accessing www.virtualshareholdermeeting.com/UE2025 and following the guest log-in instructions; they will not, however, be able to vote or ask questions.

Shareholders will vote on the following items at the Annual Meeting:

In addition, shareholders will vote on such other business as may properly come before the Annual Meeting, including any adjournments or postponements thereof.

The Board recommends that you vote your shares as follows:

Once a quorum is present, the following vote is required to approve each proposal:

The presence online or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. At the close of business on the record date, March 10, 2025, there were 125,748,200 common shares, including restricted common shares, of beneficial interest (the “Common Shares”) issued and outstanding. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you:

If a quorum is not present at the Annual Meeting, the chairman of the meeting may adjourn the Annual Meeting sine die or from time to time to a date not more than 120 days after the original record date of March 10, 2025 without notice other than announcement at the Annual Meeting.

All shareholders of record as of the close of business on the record date for the Annual Meeting are entitled to receive notice of, attend and vote at the Annual Meeting. You may authorize a proxy to vote your shares without attending the Annual Meeting. You are entitled to cast one vote for each Common Share you held of record as of the record date.

Voting at the Annual Meeting is limited to shareholders of record and beneficial owners of our Common Shares (see the following question for the relevant distinction). Beneficial owners are invited to attend the Annual Meeting online at www.virtualshareholdermeeting.com/UE2025 and may use their 16-digit control number to vote their shares. Non-shareholder constituents will be able to attend the online platform for the Annual Meeting by accessing www.virtualshareholdermeeting.com/UE2025 and following the guest log-in instructions; they will not, however, be able to vote or ask questions.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Co LLC, you are considered the shareholder of record with respect to those shares. In such case, the Notice, and if requested, the proxy materials, were sent directly to you by Broadridge Investor Communication Solutions, Inc. acting on behalf of the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name.” In such case, the Notice, and if requested, the proxy materials, will be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form” provided to you by the organization that holds your shares. As a beneficial owner, you are also invited to attend the Annual Meeting online at www.virtualshareholdermeeting.com/UE2025 and you may use your 16-digit control number to vote your shares.

Whether or not you plan to attend the Annual Meeting, we urge you to authorize your proxy to vote your shares. As described in the Notice, there are four ways to vote:

Telephone and Internet authorization methods for shareholders of record will be available until 11:59 p.m. (Eastern Time) on May 6, 2025. If you authorize a proxy by mail to vote your shares, you must ensure proper completion and receipt of the proxy no later than May 6, 2025.

If you own shares held by a broker, bank or other nominee organization you may instruct your broker to vote your shares in the manner that you direct by following the instructions that the broker provides to you. As a beneficial owner, you are also invited to attend the Annual Meeting online at www.virtualshareholdermeeting.com/UE2025 and you may use your 16-digit control number to vote your shares. If your Common Shares are held in the name of your broker, bank or other nominee organization, and you want to vote in person, you will need to obtain a legal proxy from the institution that holds your Common Shares.

Yes. If you are a shareholder of record, you may revoke your proxy at any time prior to its exercise by filing with our Secretary a duly executed revocation of proxy, by properly submitting, either by Internet, mail or telephone, a proxy bearing a later date or by attending the Annual Meeting and voting online. Attendance online at the Annual Meeting will not by itself constitute revocation of a proxy. If you are the beneficial owner of shares held in street name, you must contact the organization that holds your shares to receive instructions as to how you may revoke your voting instructions.

Proxies properly submitted via the Internet, mail or telephone will be voted at the Annual Meeting in accordance with your directions. If your properly-submitted proxy does not provide voting instructions on a proposal, then the proxy holders will vote your shares (i) in the manner recommended by the Board on all matters presented in this Proxy Statement and (ii) as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. Mark J. Langer, Robert C. Milton III and Andrea R. Drazin have been designated as proxy holders for the Annual Meeting.

If you are a beneficial owner whose shares are held of record by a bank, broker, or other similar nominee organization in street name, you must instruct the broker how to vote your shares. A “broker non-vote” occurs at a meeting at which there is at least one “routine” proposal on which brokers are permitted to vote, and a bank, broker or other nominee organization holding shares for a beneficial owner does not vote on a particular proposal because it is a non-routine proposal and the holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (the “NYSE”), the only routine item to be acted upon at the Annual Meeting with respect to which a broker or nominee will be permitted to exercise voting discretion is the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Therefore, if you hold your Common Shares in street name and you do not give the broker or nominee specific voting instructions on the election of the trustees or the advisory resolution to approve the compensation of our named executive officers, your shares will not be voted on those items, and a broker non-vote will occur.

You may choose to abstain or refrain from voting your shares on one or more issues presented for a vote at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes are not considered votes cast and therefore will not affect the outcome of the vote on any of the proposals.

We have paid the entire expense of preparing, printing and mailing the Notice and, to the extent requested by our shareholders, the proxy materials and any additional materials furnished to shareholders. We have requested banks, brokers or other nominees and fiduciaries to forward the proxy materials to beneficial owners of our Common Shares and to obtain authorization for the execution of proxies. We will reimburse such parties for their reasonable expenses in forwarding proxy materials to beneficial owners upon request.

Proxies may be solicited by our trustees, officers or employees personally or by telephone without additional compensation for such activities. No arrangements or contracts have been made with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

Please refer to our website, which is located at www.uedge.com. Although the information contained on or available through our website is not part of this Proxy Statement, you can view additional information on the website, such as our corporate governance materials and SEC filings. Copies of these documents may be obtained free of charge by writing to Urban Edge Properties, 12 East 49^th Street, 44^th Floor, New York, New York 10017, Attention: Robert C. Milton III, Executive Vice President, General Counsel and Secretary.

Our Board currently consists of eight trustees (together the “Trustees”, and each a “Trustee”). Each Trustee is elected annually for a term of one year and holds office until the next annual meeting and until a successor is duly elected and qualifies. Under our Bylaws, at a shareholder meeting to elect Trustees, the affirmative vote of a majority of the votes cast with respect to a nominee's election is sufficient to elect a Trustee (as long as a quorum is present), unless the election is contested, in which case a plurality of all votes cast will be sufficient.

The following table sets forth the name, age, starting year and position for each of our current Trustees as of the date of this Proxy Statement, including the eight Trustee nominees for election at the Annual Meeting:

In evaluating the suitability of Trustee nominees, our Corporate Governance and Nominating Committee takes into account factors such as general understanding of various business disciplines (e.g., marketing or finance), understanding of the Company’s business environment, educational and professional background, judgment, integrity, diversity, ability to make independent analytical inquiries and willingness to devote adequate time to Board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group with varied and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.

Jeffrey S. Olson, Mary L. Baglivo, Steven H. Grapstein, Norman K. Jenkins, Kevin P. O'Shea, Catherine D. Rice, Katherine M. Sandstrom and Douglas W. Sesler have been nominated to serve on the Board until our 2026 annual meeting of shareholders and until their respective successors are duly elected and qualify. The Board has no reason to believe that any such nominees will be unable, or will decline, to serve if elected. Each Trustee nominee will be elected by the affirmative vote of a majority of the votes cast with respect to that Trustee’s election.

Below is an overview of some key attributes of our eight nominees to the Board. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies included in this Proxy Statement.

 

The biographical descriptions below set forth certain information with respect to each nominee for election as a Trustee at the Annual Meeting. The Board has identified specific attributes of each nominee that the Board has determined qualify that person for service on the Board.

Our Board is focused on effective corporate governance practices. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, a Lead Trustee and Board committees comprised solely of independent Trustees. The Board believes its current structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent Trustees. We value independent board oversight as an essential component of strong corporate performance to enhance shareholder value. All of our Trustees are independent, except Jeffrey S. Olson, our Chairman and Chief Executive Officer.

As Chairman and Chief Executive Officer, Mr. Olson uses the in-depth focus and perspective gained through his leadership at the Company and at other real estate companies, and as an analyst covering many U.S. REITs to effectively and efficiently guide our Board. He fulfills his responsibilities through close interaction with our Lead Trustee who is elected annually to serve in that capacity by the independent Trustees of our Board.

The Board concluded that Mr. Olson, as a well-seasoned leader with a track record of running and analyzing real estate companies over a long period of time, is the best person to lead the Board. The Board also determined that there is actual and effective independent oversight of management as a result of, among other factors, (i) the appointment of a Lead Trustee, who provides significant independent oversight of the Board, and (ii) all members of the Board, other than Mr. Olson, being independent.

Our Corporate Governance Guidelines and the NYSE listing standards require that at least a majority of our Trustees, and all of the members of the Audit, Compensation and Corporate Governance and Nominating Committees, be “independent”. NYSE listing standards provide that, to qualify as “independent”, a Trustee, in addition to satisfying certain bright-line criteria, must be affirmatively determined by the Board not to have any material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

In addition, our Board has adopted categorical standards to assist it in making determinations of independence. These categorical standards specify certain relationships that our Board has determined not to be material relationships that would categorically impair a Trustee’s ability to qualify as independent, including, among others, (i) a Trustee’s or his or her immediate family member’s status as an employee of an organization that has made payments to the Company, or that has received payments from the Company, not in excess of certain specified amounts; (ii) beneficial ownership by a Trustee or his or her immediate family member of not more than 10% of the Company’s equity securities or where a Trustee or his or her immediate family member holds certain positions with an organization that beneficially owns not more than 10% of the Company’s equity securities; (iii) relationships with organizations with which the Company conducts business, in each case, which owe money to the Company or to which the Company owes money not in excess of certain specified amounts; (iv) personal relationships between a Trustee (or a member of the Trustee’s immediate family) with a member of the Company’s management; and (v) any other relationship or transaction that is not covered by any of the categorical standards that does not involve the payment of more than $100,000 in the most recently completed fiscal year of the Company. The Board of Trustees’ categorical standards are set forth in our Corporate Governance Guidelines on the Company’s website located at www.uedge.com. The information contained on or available through our website is not part of this Proxy Statement.

In accordance with these categorical standards and the NYSE listing standards, the Board affirmatively determined that each of our Trustees, other than Mr. Olson, satisfies the bright-line independence criteria of the NYSE and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board.

Our Corporate Governance Guidelines provide that a Lead Trustee must be elected by a majority of the independent Trustees annually (typically, in May of each year). Norman K. Jenkins was elected by our independent Trustees to serve as our Lead Trustee effective September 1, 2022. The responsibilities and goals of our Lead Trustee are described in our Corporate Governance Guidelines and include the following:

Our Board has adopted a set of Corporate Governance Guidelines to assist it in guiding our governance practices. The Corporate Governance Guidelines are re-evaluated at least annually by the Corporate Governance and Nominating Committee in light of changing circumstances in order to continue serving the best interests of the Company. Our Corporate Governance Guidelines are available at www.uedge.com under “Our Company - About Us - Governance - Corporate Governance Guidelines”, or by requesting a copy in print, without charge, by contacting our Secretary at 12 East 49^th Street, 44^th Floor, New York, New York 10017. The information contained on or available through our website is not part of this Proxy Statement.

Our Trustees stay informed about our business by attending meetings of the Board and its committees and through supplemental reports and communications.

Our Board has established standing committees to assist it in the discharge of its responsibilities. The principal responsibilities of each committee are described below. Actions taken by any committee of our Board are reported to the Board, usually at the meeting following such action. Each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee is composed of Trustees who are “independent” as defined under SEC rules and regulations and listing standards of the NYSE. Our Board may from time to time establish other committees to facilitate the management of our company. Copies of the charters of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee are available at www.uedge.com under “Our Company - About Us - Governance.” The information contained on or available through our website is not part of this Proxy Statement.

The table below sets forth a summary of our committee structure and membership information.

The Audit Committee’s main responsibilities are (i) to assist the Board in its oversight of (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence, and (d) the performance of the independent registered public accounting firm and the company’s internal audit function; and (ii) to prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The function of the Audit Committee is oversight. Management is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviewing our quarterly financial statements and annually auditing the effectiveness of internal control over financial reporting and other procedures. Additional information regarding the Audit Committee's duties and responsibilities is available at www.uedge.com under “Our Company - About Us - Governance - Audit Committee Charter.” The information contained on or available through our website is not part of this Proxy Statement.

Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements, and is “independent” as defined under SEC rules and regulations and listing standards of the NYSE. The Board determined that each of Mr. O'Shea and Mses. Sandstrom and Rice qualify as an “Audit Committee Financial Expert,” as defined in Item 401(h) of Regulation S-K. The report of the Audit Committee may be found on page 30 of this Proxy Statement.

The Compensation Committee is responsible for establishing and approving the terms of the compensation of our executive officers and the granting and administration of awards under the Company’s incentive plan. Compensation decisions for our executive officers are reviewed and approved by the Compensation Committee. Decisions regarding compensation of other employees are made by our Chief Executive Officer with equity awards to employees subject to the review and approval of the Compensation Committee. The Compensation Committee has authority under its charter to select, retain and approve fees for, and to terminate the engagement of, independent compensation consultants, outside legal counsel or other advisors as it deems appropriate without seeking approval of the Board or management. Additional information regarding the Compensation Committee's duties and responsibilities is available at www.uedge.com under “Our Company - About Us - Governance - Compensation Committee Charter.” The information contained on or available through our website is not part of this Proxy Statement.

Each member of the Compensation Committee is “independent” as defined under SEC rules and regulations and listing standards of the NYSE. The report of the Compensation Committee may be found on page 60 of this Proxy Statement.

The Corporate Governance and Nominating Committee’s responsibilities include, among others, the selection of potential candidates for the Board, review of our corporate governance framework, oversight of the Company’s cybersecurity and other information security risks and related policies and procedures, and review of the Company’s CR strategy, practices and policies and reporting to the Board thereon. It also reviews Trustee compensation and benefits, and oversees annual self-evaluations of the Board and its committees. The Corporate Governance and Nominating Committee also makes recommendations to the Board concerning the structure and membership of the other Board committees, as well as management succession plans. The Corporate Governance and Nominating Committee selects and evaluates candidates for membership to the Board in accordance with the criteria set out in the Corporate Governance Guidelines, a summary of which is provided below. The Corporate Governance and Nominating Committee is then responsible for recommending to the Board a slate of candidates for Trustee positions for the Board’s approval. Additional information regarding the Corporate Governance and Nominating Committee's duties and responsibilities is available at www.uedge.com under “Our Company - About Us - Governance - Corporate Governance and Nominating Committee Charter.” The information contained on or available through our website is not part of this Proxy Statement.

Each member of the Corporate Governance and Nominating Committee is “independent” as defined under SEC rules and regulations and listing standards of the NYSE.

One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, each of which addresses risks specific to their respective areas of oversight. In addition to receiving information from its committees, the Board receives updates directly from members of management. In particular, Mr. Olson, due to his management position, is able to frequently communicate with other members of our management team and update the Board on the important aspects of our day-to-day operations. The full Board also oversees strategic and operational risks.

The Board and the Audit Committee monitor the Company's financial and regulatory risk through regular reviews with management and internal and external auditors and other advisors. In its periodic meetings with the internal auditors and the independent registered public accounting firm, the Audit Committee discusses the scope and plan for the internal audit and the audit conducted by the independent registered accounting firm, and includes management in its review of accounting and financial controls and assessment of business risks.

The Board and the Corporate Governance and Nominating Committee monitor the Company's corporate governance policies and procedures by regular review with management and outside advisors. The Board and the Corporate Governance and Nominating Committee monitor CEO and management succession, and the Compensation Committee monitors the Company's compensation policies as applied to executive officers and related risks by regular reviews with management and the Committee's outside advisors.

Cybersecurity is an integral part of the Board of Trustees’, Audit Committee’s and Corporate Governance and Nominating Committee’s risk analysis and discussions with management. The Board of Trustees has assigned cybersecurity oversight responsibility to the Corporate Governance and Nominating Committee as outlined in the Committee’s Charter (which is available at www.uedge.com under “Our Company - About Us - Governance”). As we see increased reliance on information technology in the workplace and our business operations Urban Edge has employed several measures to mitigate cyber risks.

We also have a Cyber Steering Committee which works in conjunction with the Computer Incident Response Team (“CIRT”) to develop strategies to mitigate risks and to address any cyber issues that may arise. The Cyber Steering Committee and CIRT are made up of certain executives, management, members of our information technology team and third-party advisors.

Our policies outline processes for identifying, reporting, investigating, and responding to a cyber incident. In the event of such an incident, the CIRT will work with the Cyber Steering Committee to conduct a risk analysis. The committee may also engage other members of management to assess the tangible, intangible and financial impact of the incident. Any breach or cyber incident that meets certain criteria will be communicated by the Cyber Steering Committee to the Corporate Governance and Nominating Committee in a timely manner.

Management researches the latest technologies and trends used by cybercriminals through publications, conferences and discussions with peers. Cyber threats identified are communicated throughout the Company to promote awareness and assist with mitigating potential risks. Employees are required to undergo regular security awareness trainings. The Company routinely conducts internal phishing and other exercises to gauge the effectiveness of the trainings and assess the need for continued education and/or areas where improvement may be needed.

As we see increased reliance on information technology in the workplace and our business operations, Urban Edge has employed several measures to mitigate cyber risks. The Cyber Steering Committee is responsible for the risk management program which includes, but is not limited to, identifying cyber risks, the risk severity, risk response, and tracking risk remediation. The Cyber Steering Committee (i) meets typically quarterly to review emerging threats, controls, and procedures, (ii) meets at least annually with the Corporate Governance and Nominating Committee to discuss trends in cyber risks and our strategy to defend our information against cybersecurity incidents, and (iii) will meet promptly following the occurrence of any material cyber incident.

In addition to a dedicated information technology and cybersecurity team monitoring our daily operations, the Company engages an independent third-party cybersecurity audit firm to periodically review cybersecurity risks and our Incident Response Program. The third-party firm evaluates our preparedness based on several factors including cyber risk assessment, vulnerability management, disaster recovery, and penetration testing. They also simulate attacks on the Company as part of their audit procedures to gauge if our incident response is repeatable and effective and provide recommendations for areas of improvement. Our vendor risk management program requires that critical and/or significant third-party service providers furnish information about their cyber policies to ensure compliance with cybersecurity standards.

We utilize a risk-based approach that aligns with the National Institute of Standards and Technology Cybersecurity Framework, and Microsoft best practices. Our policies and procedures are reviewed and updated annually by the Cyber Steering Committee and incorporate third-party assessments to benchmark ourselves against industry standards. The Company utilizes advanced endpoint protection, firewalls, intrusion detection and prevention, threat intelligence, security event logging and correlation, and backup and redundancy systems.

We have formal policies and procedures addressing data retention, incident response, asset and device management and have a Disaster Recovery and Business Continuity Committee that meets biannually to review and update our plan, policies, and procedures to align with changes in risk assessment and emerging technologies. In addition, our Information Technology team conducts disaster recovery tests annually and reports results to the Cyber Steering Committee.

As part of its oversight of the Company's executive compensation program, the Compensation Committee considers the impact of the Company's executive compensation program, and the incentives created by the compensation awards that it administers, on the Company's risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

During 2024, the following Trustees, all of whom are “independent” as defined under SEC rules and regulations and listing standards of the NYSE, served on our Compensation Committee: Steven H. Grapstein (Chair), Mary L. Baglivo, Norman K. Jenkins and Kevin P. O'Shea. None of our executive officers serve as either a member of the board or the compensation committee of any other company that has any executive officers serving as a member of our Board or Compensation Committee.

In 2024, the Board held six meetings, the Audit Committee held four meetings, the Compensation Committee held five meetings and the Corporate Governance and Nominating Committee held four meetings. In 2024, each incumbent Trustee attended at least 75% of (i) the total number of meetings of the Board held during the period for which he or she was a Trustee and (ii) the total number of meetings of all committees of the Board on which the Trustee served during the periods that he or she served.

The Board does not have a formal policy regarding the attendance of Trustees at our annual meetings of shareholders but encourages all Trustees to make attendance a priority. Our 2024 annual meeting of shareholders was attended by all Trustees.

The independent Trustees of our Board have the opportunity to meet in executive session, without management present, at each Board and committee meeting. The Lead Trustee presides over independent, non-management sessions of the Board.

Before each annual meeting of shareholders, the Corporate Governance and Nominating Committee considers the nomination of each Trustee whose term expires at the annual meeting of shareholders and will also consider new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated due to a change in the size or composition of the Board, a retirement of a Trustee or for any other reason.

The Board will generally, based on the recommendation of the Corporate Governance and Nominating Committee, select new nominees considering the following, among other, criteria: (i) personal qualities and characteristics, accomplishments and reputation in the business community; (ii) current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; (iii) ability and willingness to commit adequate time to board and committee matters; (iv) the fit of the individual’s skills and personality with those of other Trustees and potential Trustees in building a board that is effective, collegial and responsive to the needs of the Company; and (v) diversity of viewpoints, experiences and other demographics.

The Corporate Governance and Nominating Committee will consider the criteria described above in the context of an assessment of the perceived needs of the Board as a whole and seek to achieve varied occupational and personal backgrounds on the Board. The Board will be responsible for selecting candidates for election as Trustees based on the recommendation of the Corporate Governance and Nominating Committee.

In addition to considering incumbent Trustees, the Corporate Governance and Nominating Committee may identify Trustee candidates based on recommendations from management and shareholders. Shareholder recommendations must be submitted in writing to Urban Edge Properties, 12 East 49^th Street, 44^th Floor, New York, New York 10017, Attention: Robert C. Milton III, Executive Vice President, General Counsel and Secretary, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as Trustee, if elected. See “Shareholder Proposals for the 2026 Annual Meeting” on page 68 of this Proxy Statement. The Corporate Governance and Nominating Committee may request additional information in order to evaluate the nominee.

Under our Bylaws, at a shareholder meeting to elect Trustees, the affirmative vote of a majority of the votes cast with respect to a Trustee at the meeting will be sufficient to elect a Trustee (as long as a quorum is present), unless the election is contested, in which case a plurality of all votes cast will be sufficient.

Over the last few years, our Corporate Governance and Nominating Committee sought to refresh the Board. Four of our current Trustees, Mr. Jenkins and Mses. Baglivo, Sandstrom and Rice, joined the Board during that time. Two of the Company’s original trustees, who served as Trustees since 2015 when the Company first traded as an independent public company, were not up for re-election for the 2022 – 2023 Board term, one was not up for re-election for the 2023 – 2024 Board term, and one was not up for re-election for the 2024 – 2025 Board term.

We are committed to sound corporate governance, which strengthens the accountability of our Board and promotes the long-term interests of our shareholders. We believe that our corporate governance standards and policies yield honest, transparent and accountable Trustees and executive officers. The summary below highlights our board and leadership practices and notable shareholder rights, as further discussed below.

We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance. We believe that disclosure of our Corporate Responsibility practices allows our stakeholders to see our company holistically and understand its trajectory beyond fundamentals and financial metrics. The Company’s Board of Trustees oversees our Corporate Responsibility program with initial oversight responsibilities delegated to the Corporate Governance and Nominating Committee. Internally, we have a Corporate Responsibility Steering Committee (the “Steering Committee”) comprised of executives, senior leadership and other personnel of the Company. The Steering Committee meets periodically and is focused on setting, implementing, tracking, measuring, and communicating our progress related to Corporate Responsibility initiatives. The Steering Committee has developed a comprehensive suite of policies that inform and guide our approach and drive our Corporate Responsibility goals forward. We have aligned our sustainability practices in accordance with the Global Reporting Initiative standards as well as the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures frameworks. On an annual basis, we publish a Corporate Responsibility Report and complete a GRESB submission to continue to measure our progress against

peers. Additionally, we have conducted a materiality assessment to determine which environmental, social and governance issues matter most to our stakeholders, tenants and employees. We routinely reassess our plans and policies to evaluate compliance with regional and national requirements as well as industry best practices.

From an environmental perspective, we have implemented and plan to continue to implement policies and practices with the goal of supporting the continued reduction of energy, reducing greenhouse gas emissions and water consumption, and improving waste recycling across the portfolio. Initiatives we have taken include the installation of energy-efficient roofing, LED lighting retrofits, high efficiency HVAC systems, electric vehicle charging stations and waste recycling and management programs. We are also exploring solar energy to further reduce our energy consumption and greenhouse gas emissions.

Our tenants also play a vital role in maximizing the impact we make, and as part of our initiatives we have created a tenant criteria manual focused on improving building energy and water efficiency that serves as a guideline for tenants undertaking construction projects at our properties with the aim of ensuring that they align with sustainable practices and our Corporate Responsibility objectives. Further, we have implemented green lease language into all new leases which includes several clauses designed to promote sustainability measures. We are committed to maintaining sustainable operations and believe that our long-term sustainability goals will align with positive outcomes for shareholders, tenants, employees and the communities in which we invest.

We are subject to federal, state and local regulations, including environmental regulations. Each of our properties has been subjected to varying degrees of environmental assessment at various times.

Supporting the communities we serve is a core pillar of our Corporate Responsibility program. Our community involvement includes donations to various charitable organizations, hospitals, and relief funds as well as hosting community focused events at our properties that often include food and clothing drives. Many of these organizations and drives directly benefit the people and neighborhoods in which our properties are located. The Company has a volunteer initiative that embodies our commitment to fostering a culture of compassion, spearheading fundraising efforts that make a positive impact and that empowers employees to engage in meaningful volunteer work.

We believe that through our business, we are able to provide the communities in which we operate a welcoming and safe environment for our tenants and customers to connect and engage with one another. We are committed to providing a better shopping experience for our tenants’ customers and servicing nearby communities by spending capital to improve our centers, which also results in the creation of new jobs in construction and retail. Additionally, we are deliberate in our leasing approach by aiming to add necessary retailers to neighborhoods lacking vital resources and those that appeal to the respective communities where the properties are located.

As of December 31, 2024, we had 109 employees. We believe that our people are our most valuable asset. Our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel. Accordingly, we strive to offer competitive salaries and employee benefits to all employees and monitor salaries in our market areas. We provide professional training and development workshops and aim to provide a workplace environment where employees are informed, engaged, feel empowered, and can succeed. The Company also has a mentorship program designed to provide members of the team an opportunity to expand their knowledge and experience through one-on-one mentorship with an employee from another department. The goal of this initiative is to promote a culture of learning while providing opportunities for professional and personal growth.

Further information on our Corporate Responsibility practices is available on the Corporate Responsibility section of our website (www.uedge.com). The information contained on or available through our webiste is not part of this Proxy Statement.

Our corporate governance standards and policies aim to promote ethical conduct, fair dealing, transparency and accountability. The summary below highlights certain of our Board and leadership practices and notable shareholder rights.

We are currently governed by an eight-member Board. All Trustees are independent, other than Jeffrey S. Olson, our chief executive officer and chair of the Board. To enhance oversight, our governance structure includes designation of a Lead Trustee, who is elected annually by the independent Trustees, with well-defined responsibilities separate from those of the chair of the board (see “Lead Trustee” on page 12). All committees of the Board are comprised of independent Trustees, and independent Trustees conduct regular executive sessions. Trustees conduct a robust Board and committee self-assessment process annually.

Our Board consists of a single class of trustees who stand for election at each annual meeting. Our Bylaws include a majority voting standard for the election of Trustees in uncontested elections. Additionally, our Board adopted a policy requiring that any incumbent Trustee who does not receive a greater number of “for” votes than “against” votes in an uncontested election must promptly tender to the Board of Trustees his or her offer to resign from our Board of Trustees following certification of the vote.

One of the key functions of the Board is to provide informed oversight of our risk-management process. The Board performs this oversight directly with support from its three committees – the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee – each of which addresses risks specific to their respective functional responsibilities. In addition to receiving information from its committees, the Board receives updates directly from members of management at both regularly scheduled Board and committee meetings and on ad hoc business updates. See “Role of the Board and its Committees in Risk Oversight” on page 14.

We do not have a shareholder rights plan in place. Under our Corporate Governance Guidelines, our Board may not adopt, extend or renew a shareholder rights plan without prior approval of our shareholders, unless the Board determines that, under the circumstances existing at the time, it is in the best interests of the company to adopt, extend or renew such plan without delay. In that case, the shareholder rights plan will expire within 12 months of adoption unless ratified by our shareholders.

Trustees and executive officers are required to adhere to minimum share ownership guidelines. Additionally, our executive officers are prohibited from pledging, hedging or engaging in short sales involving our securities.

Executive officers are subject to a clawback policy, which provides that in certain circumstances, they are required to reimburse the company for excess compensation paid to them following a restatement of our financial statements.

We submit “say-on-pay” advisory votes for shareholder consideration and vote annually.

Our shareholders may alter or repeal any provision of our Bylaws, or adopt new bylaw provisions, by the affirmative vote of a majority of all the votes entitled to be cast.

Our Bylaws permit a shareholder or group of no more than 20 shareholders meeting specified eligibility requirements to include trustee nominees in our proxy materials for the annual meeting of shareholders. The maximum number of trustee nominees that may be submitted pursuant to the proxy access provisions may not exceed the greater of (i) two or (ii) 20% of the number of trustees in office as of the last day on which a notice requesting the inclusion of trustee nominees in our proxy materials may be timely delivered.

Our Bylaws provide that the Company may not elect to be subject to Title 3, Subtitle 6 of the Maryland General Corporation Law (“MGCL”), commonly known as the Maryland Business Combination Act, and that this prohibition may not be repealed without prior shareholder approval.

Our Bylaws provide that Title 3, Subtitle 8 of the MGCL, commonly known as the Maryland Control Share Acquisition Act, will not apply to any acquisition by any person of shares of beneficial interest of the Company.

Our governance policies are heavily focused on ethics and people-first protections and guidelines. Our Code of Ethics, Conflict of Interest Policy, Corporate Governance Guidelines, Whistleblower Policy, and executive compensation policies form the backbone of our governance infrastructure. Most of these policies are available on our website https://uedge.com. The information included on or accessible through our website is not incorporated by reference into this proxy statement.

Our Board and senior management believe that engaging in shareholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach on issues of importance to investors and continually seek to understand better the views of our investors. Our senior management team engages with our shareholders throughout the year in a variety of forums and discusses, among other things, our business strategy and overall performance, executive compensation programs and corporate governance.

Our Board believes that shareholders and other constituents should have the ability to send written communications to the Board. Therefore, our policy is that all written communications to the Board as a whole should be addressed to the Chairman at Urban Edge Properties, 12 East 49^th Street, 44^th Floor, New York, New York 10017, c/o Board Secretary. The Chairman will review all relevant written communications with the other members of the Board. Written communications to our independent and/or non-management members of the Board should be addressed to the Lead Trustee at Urban Edge Properties, 12 East 49^th Street, 44^th Floor, New York, New York 10017, c/o Board Secretary.

The Board adopted a Code of Business Conduct and Ethics, which governs business decisions made, and actions taken by, our Trustees, officers and employees. A copy of the Code of Business Conduct and Ethics is available at www.uedge.com under the heading “About Us” and subheading “Governance”. The information contained on or available through our website is not part of this Proxy Statement. We intend to disclose on our website any amendment to, or waiver of, any provision of the Code of Business Conduct and Ethics applicable to our Trustees and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Shareholders may view our corporate governance materials, including the charters of our Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, at www.uedge.com, and these documents are available in print to any shareholder upon request by writing to Urban Edge Properties, 12 East 49^th Street, 4^4th Floor, New York, New York 10017, Attention: General Counsel and Secretary. Information contained on or available through our website is not part of this Proxy Statement.

Non-employee members of the Board are compensated as follows:

Our Board and the Corporate Governance and Nominating Committee review our Trustee compensation at least annually. Our Board has the authority to approve all compensation payable to our Trustees, although the Corporate Governance and Nominating Committee is responsible for making recommendations to our Board regarding compensation. For 2024, Farient Advisors was hired to evaluate the structure and competitiveness of our Trustee compensation and recommend changes, as appropriate. Based on this review, the Corporate Governance and Nominating Committee recommended to the full Board to make no changes to Trustee compensation.

The following table summarizes the compensation earned by and/or paid to our non-employee Trustees in respect of their 2024 Board and committee service. Mr. Olson, our Chairman and Chief Executive Officer, does not receive compensation for his services as Trustee. Information regarding compensation for Mr. Olson can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement.

We have adopted equity ownership guidelines for our Board. Under our guidelines, all non-employee Trustees are required to maintain a minimum ownership level of Common Shares (or certain securities convertible into or redeemable for Common Shares) equal to at least three times their annual cash retainer of $75,000. Our non-employee Trustees have until the end of the fifth full calendar year after becoming a Trustee to satisfy the ownership requirement. All non-employee Trustees currently satisfy these guidelines.

Set forth below are the names, ages and positions of our current executive officers and further below are their biographical summaries. These officers are appointed annually by the Board and serve at the Board’s discretion.

Mr. Olson's biographical summary is provided above under the caption “Proposal 1: Election of Trustees.”

Jeffrey S. Mooallem. Mr. Mooallem joined Urban Edge in January 2023 as EVP and Chief Operating Officer. He previously served from 2017-2023 as President and Chief Executive Officer of Gazit Horizons, Inc., a New York based subsidiary of publicly traded G-City Ltd. During his tenure at Gazit, the company developed and acquired over $1 billion of urban, mixed-use assets. Jeff also served as Managing Director at Federal Realty Investment Trust, as Regional President at Equity One, Inc. and as Senior Vice President at Miami-based Turnberry Associates. Jeff has over 20 years’ experience in the operation, development, acquisition and leasing of large scale, retail properties throughout the United States, and is a licensed attorney in both Florida and New York. Mr. Mooallem graduated from Boston University and received his law degree from Fordham University School of Law. He is a member of ICSC and the Urban Land Institute and a frequent speaker on issues impacting retail real estate.

Mark J. Langer. Mr. Langer has served as our Executive Vice President and Chief Financial Officer since April 20, 2015. Mr. Langer was previously the Chief Financial Officer of Equity One, Inc., a position he held since April 2009. Mr. Langer also served as the Chief Administrative Officer of Equity One from January 2008 until January 2011. From January 2000 to December 2007, Mr. Langer served as Chief Operating Officer of Johnson Capital Management, Inc., an investment advisor. From 1988 to 2000, Mr. Langer was a certified public accountant at KPMG, LLP, where he was elected a partner in 1998. Mr. Langer has a B.B.A. in Accounting from James Madison University.

Robert C. Milton III. Mr. Milton joined Urban Edge Properties as Executive Vice President, General Counsel and Secretary in January 2016. Mr. Milton was previously General Counsel, Chief Compliance Officer, Secretary of the Board and a Managing Director of CIFC Corp. (and its predecessor) from August 2008 to August 2015. From 1999 to 2008, he was an attorney with Milbank, Tweed, Hadley & McCloy LLP in its Global Finance department. Mr. Milton has a B.A. in Mathematics from Vassar College, a J.D. from Vanderbilt Law School and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University.

The following table lists the number of Common Shares and units in UELP beneficially owned, as of March 10, 2025, by: (i) each person known to us to be the beneficial owner of more than 5% of our outstanding Common Shares, (ii) each of our Trustees, (iii) each of our named executive officers who is not a Trustee, and (iv) our Trustees and executive officers as a group.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of Common Shares beneficially owned by a person and the percentage ownership of that person, Common Shares subject to options or other rights (as set forth above) held by that person that are exercisable as of March 10, 2025 or will become exercisable within 60 days thereafter, are deemed outstanding; however, such Common Shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Each person named in the table has sole voting and/or investment power with respect to all of the Common Shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.

As of March 10, 2025, the following Common Shares and units were issued and outstanding: (i) 125,665,871 Common Shares, (ii) 2,638,724 common units of limited partnership interests in UELP (“Common Units”) (other than Common Units held by the Company) and (iii) 3,727,388 LTIP Units. Such totals exclude unearned performance-based LTIP Units, which may be earned based on the achievement of performance-based vesting hurdles, and DSUs which represent the right to receive Common Shares in the future).

Unless otherwise indicated, the address of each named person is c/o Urban Edge Properties, 12 East 49^th Street, 44^th Floor, New York, NY 10017.

The Audit Committee of the Board has selected the accounting firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2025, and the Board is asking shareholders to ratify this appointment. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2014 and is considered by our management to be well qualified. Although current law, rules and regulations, as well as the Audit Committee charter, require our independent auditor to be engaged, retained and supervised by the Audit Committee, the Board considers submitting the selection of Deloitte & Touche LLP for ratification by shareholders to be a good practice. Even if the selection is ratified, the Audit Committee in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Trust and its shareholders. If the selection is not ratified, the Audit Committee will take that act into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

The following table summarizes the aggregate fees for professional services rendered to us by Deloitte & Touche LLP (“Deloitte”) for the years ended December 31, 2024 and 2023:

The Audit Committee established a policy of reviewing and approving engagement letters with our independent registered public accounting firm for the services described under “Audit Fees” before the provision of those services, and has pre-approved the use of our independent registered public accounting firm by the Company for additional audit-related and other services of up to $200,000. Any services not specified that exceed those amounts must be approved by the Audit Committee before the provision of such services commences. Requests to provide services requiring pre-approval by the Audit Committee are submitted to the Audit Committee with a description of the services to be provided and an estimate of the fees to be charged in connection with such services.

All of the services performed by our independent registered public accounting firm during 2024 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the pre-approval policy.

In performing its oversight role, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company with management and Deloitte & Touche LLP. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s independence. The Audit Committee has also discussed with Deloitte & Touche LLP its independence.

Based on the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and Deloitte & Touche LLP. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s consolidated financial statements has been carried out in accordance with the auditing standards of the PCAOB, that the consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that Deloitte & Touche LLP is in fact “independent” or the effectiveness of the Company’s internal controls.

The “Compensation Discussion and Analysis” section of this Proxy Statement discusses the principles underlying the material components of our compensation arrangements for our named executive officers (“NEOs”) for the fiscal year ended December 31, 2024. During 2024, our NEOs and their titles were as follows:

Our executive compensation philosophy emphasizes performance-based compensation over guaranteed pay. Our pay-for-performance philosophy is evidenced by a significant portion of our NEOs’ total compensation being based on (i) an annual short-term incentive compensation program that aligns with our objectives for that year and (ii) performance-based long-term incentives based on absolute and relative total shareholder return (“TSR”), Funds from Operations (“FFO”) as Adjusted per share growth and same-property Net Operating Income (“NOI”) growth, all measured over a cumulative three-year period. As shown below, our CEO’s compensation is 86% performance-based/at-risk and the average performance-based/at-risk compensation amount for our other NEOs is 77%.

 

Highlights of 2024 include the following:

At our 2024 annual meeting of shareholders, we received approximately 96.1% approval for our annual advisory “say-on-pay” vote to approve the compensation of our NEOs, which we believe affirms our shareholders’ support of our approach to our NEO compensation program and we therefore did not make any significant changes to the structure of the program.

Our 2024 compensation program includes three principal components. Below is a summary of target compensation for each NEO under them:

Target compensation for our NEOs was established, in part, in reference to our obligations pursuant to the employment agreements, retention agreements and offer letters that we have entered into with each of our NEOs. The terms of these employment agreements, retention agreements and offer letters are described under “Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control.”

The Compensation Committee typically meets multiple times each year in connection with the consideration and determination of executive compensation, and is responsible for determining and approving the compensation of all of our executive officers. Historically, most actions of the Compensation Committee have occurred at regular meetings scheduled well in advance by the Compensation Committee; however, the Compensation Committee may hold special meetings or take actions by written consent as they deem appropriate. Specific meeting agendas are prepared by the chair of the Compensation Committee, in consultation with the other members of the committee or the CEO as the chair may deem appropriate. Matters to be acted on by written consent may relate to matters that have been previously discussed and/or are summarized by a member of the Compensation Committee, our CEO, a consultant engaged by the Compensation Committee or other advisor to us or the Compensation Committee.

The Compensation Committee has established executive compensation objectives and a philosophy to attract, retain and appropriately reward a “best-in-class” executive management team. We believe that the quality, skills and dedication of our NEOs are critical factors that affect the long-term value of the Company. Accordingly, the objectives of our executive compensation program are to:

Our executive compensation program is intended to reward the achievement of annual, long-term and strategic goals of both the Company and the individual executive. To achieve these objectives, our executive compensation program includes fixed, variable, annual and long-term components as described below. In particular, for our Chairman and CEO, a majority of his compensation is in the form of equity compensation subject to multi-year, time-based vesting and/or TSR, FFO as Adjusted per share and same-property NOI performance designed to ensure that the value of the compensation that he ultimately realizes is based on our share price performance and profitability, further aligning his interests with those of the Company and our shareholders.

The purposes and responsibilities of the Compensation Committee in making compensation decisions include:

The Compensation Committee also may retain, at our expense, and terminate independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties. In setting the 2024 compensation for our NEOs (other than the CEO), the Compensation Committee also considered the recommendations of our CEO.

The Compensation Committee selected and directly engaged Farient Advisors (“Farient”) as its compensation consultant in June 2024. Farient provides the Compensation Committee with peer executive compensation data and expertise and advice on various matters brought before the Compensation Committee. The Compensation Committee had the sole authority to retain and terminate Farient as its compensation consultant, and approve fees and other engagement terms. The Compensation Committee determined that Farient is independent from management based upon the consideration of relevant factors, including the following:

Based on the data and analysis provided by Farient, the Compensation Committee has developed a compensation plan that seeks to maintain the link between corporate performance and shareholder returns while being generally competitive within our industry. The Compensation Committee considered Farient’s peer group analysis when considering base salaries and bonuses paid to our executives for 2024.

In selecting the peer group, the Compensation Committee considers REITs that have at least two of the following characteristics:

The following table provides the names and key information for each peer company at the time when the Compensation Committee reviewed the peer group market data at year end 2024:

The Compensation Committee does not believe that our executive compensation program encourages excessive or inappropriate risk taking for the reasons stated below.

We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or share price performance.

The variable portions of compensation (cash incentive and equity) are designed to encourage and reward both short- and long-term corporate performance. We believe that these variable elements of compensation are a sufficient percentage of total compensation to provide incentives to executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so. The Company and the Compensation Committee also believe that the mix of quantifiable performance metrics used in our long-term equity-based compensation plans and the short-term incentive program and the subjective, role specific objectives included in the short-term incentive program provide an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not reflect the long- or short-term results of the Company as a whole.

As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to our NEOs to manage the Company for the creation of long-term shareholder value, (ii) avoiding the type of disproportionately large short-term incentives that could encourage our NEOs to take risks that may not be in the Company’s long-term interests, (iii) requiring our NEOs to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria in determining executive compensation rather than focusing on a singular metric that may encourage unnecessary risk taking. We believe this combination of factors encourages our NEOs to manage the Company prudently.

Although the Compensation Committee does not set base salary levels equal to any specific percentage of base salaries paid to comparable officers in the peer group, our NEOs are paid an amount in the form of base pay within the range of base salaries paid in the peer group and which we believe to be sufficient to attract executive talent and maintain a stable management team.

Our NEOs’ base salaries are listed below:

Annual base salaries of each NEO are reviewed each year by the Compensation Committee and, under the applicable employment agreement or offer letter may be increased by the Compensation Committee as needed. In January 2025, the Compensation Committee elected to maintain base salary levels for each of the NEOs.

We utilized a predominantly formulaic short-term incentive compensation program in 2024 (the “2024 STI Program”), which provides annual bonuses to executives based on performance criteria established by the Compensation Committee at the beginning of the year. Participants earn bonuses based on the level of achievement of pre-established Company and individual-specific performance metrics. In 2024, executives were provided with the opportunity to elect to receive unvested LTIP Units in lieu of any earned cash bonus and receive a 20% match in the form of additional unvested LTIP Units (further detailed under “Alignment of Interest Awards” below).

The 2024 STI Program sets forth threshold, target and maximum award levels for each NEO as a percentage of their base salaries as follows, with performance between threshold and target or target and maximum calculated using linear interpolation:

The Company-wide and individual performance measures, the weightings and the relevant performance range applicable to each NEO under the 2024 STI Program are set forth below:

The 2024 STI Program is based in part on the achievement of several objective Company performance criteria that incentivize management to focus on financial goals that are aligned with our annual operating budget and strategic goals for the year. The Compensation Committee determined that each goal was challenging and set at levels that would require the Company to work toward meaningful achievement of measures that would promote both short- and long-term value.

The 2024 STI Program also contained a subjective element based on the Compensation Committee’s assessment of our Company’s performance and the executive’s individual performance, with input from our CEO (other than with respect to his own compensation), as applicable. In this subjective element, the Compensation Committee considered each NEO’s individual performance and the Company’s overall 2024 accomplishments, including the performance set forth under “2024 Business Highlights” and performance in, but not limited to, the following categories: leadership and strategic planning.

Based on actual performance in 2024 and the weightings assigned to each performance measure, the Compensation Committee determined the 2024 STI Program awards set forth below:

Consistent with the Company’s objectives of (i) emphasizing equity-based compensation with long-term vesting conditions, (ii) encouraging equity ownership by our executives, (iii) aligning the interests of executives with shareholders, and (iv) promoting long-term retention, NEOs and 24 other officers were provided a one-time opportunity to elect to receive unvested LTIP Units in lieu of all or a portion of their earned 2023 STI cash bonuses and receive a matching grant of unvested LTIP units in the same amount as the bonus elected in LTIP Units. The LTIP Units granted in lieu of 2023 STI cash bonuses and the matching grants are both subject to a long-term four-year ratable vesting period. The Compensation Committee believes that this vesting feature reinforces a long-term focus, promotes the retention of our management team and is appropriately aligned with the Company’s long-term strategic plan. Of the 28 eligible participants in the matching program, 20 elected to receive some or all of their 2023 STI bonuses in LTIP Units.

Each of our four NEOs elected to receive 100% of their earned 2023 STI awards in unvested LTIP Units, increasing their unvested equity by over 50% as of the date of the award. As a result of these elections, the 2023 matching LTIP Units, awarded in 2024, were as follows for our NEOs:

To further the objectives of the 2023 alignment of interest award, NEOs and 19 other officers were provided the opportunity to elect to receive unvested LTIP Units in lieu of all or a portion of their earned 2024 STI cash bonuses and receive a 20% matching grant of unvested LTIP units. The LTIP Units granted in lieu of 2024 STI cash bonuses and the matching grants are both subject to a long-term three-year ratable vesting period. The Compensation Committee believes that the 2024 alignment of interest award reinforces a long-term focus, promotes the retention of our management team and is appropriately aligned with the Company’s long-term strategic plan. Of the 23 eligible participants in the matching program, 16 elected to receive some or all of their 2024 STI bonuses in LTIP Units.

Each of our four NEOs elected to receive 100% of their earned 2024 STI awards in unvested LTIP Units. As a result of these elections, the 2024 matching LTIP Units, awarded in 2025, were as follows for our NEOs:

On February 9, 2024, the Compensation Committee granted long-term incentive compensation awards for 2024 (“2024 LTI Awards”). The 2024 LTI Awards were comprised of both performance-based and time-based vesting equity awards. The 2024 LTI Awards were weighted, in terms of grant date fair value, approximately one-half performance-based and one-half time-based for each of the NEOs.

Overall, the Compensation Committee established the amounts of the 2024 LTI Awards to be granted to each of the NEOs based on the anticipated grant date fair values of the awards, its review of peer group data and its view of appropriate award amounts in light of each of our executive’s roles, responsibilities and experience, its desire to offer competitive compensation including an appropriate mix of cash and equity compensation, and our existing commitments to the NEOs in our agreements with them.

The performance-based awards, which are granted in LTIP Units, are eligible to be earned based on (i) our absolute TSR (25% of the performance-based awards) and our TSR relative to a peer group (25% of the performance-based awards) over the three-year measurement period from February 9, 2024 through February 8, 2027, and (ii) our same-property NOI (“SP NOI”) growth relative to a peer group (25% of the performance-based award) and our FFO as Adjusted per share growth percentage relative to a peer group (“FFO Growth %”) (25% of the performance-based awards) over the three-year measurement period from January 1, 2024 through December 31, 2026.

Listed below are the threshold, target and maximum numbers of LTIP Units that each NEO is eligible to earn at the conclusion of the performance period and the grant date fair value of the performance-based 2024 LTI Awards that we granted to each NEO:

The following tables set forth the threshold, target and maximum performance levels, and the number of LTIP Units earned at each level, for the absolute TSR, relative TSR, relative SP NOI and FFO Growth % components of the performance-based 2024 LTI Awards. None of the LTIP Units will be earned for a particular component if performance for that component is below threshold. The number of LTIP Units that are earned if performance is between threshold and target or target and maximum will be determined based on linear interpolation between the percentages earned at the applicable levels. In addition, if our absolute TSR for the performance period is negative, then no more than 100% (i.e., the number of Target Units) may be earned under the relative TSR component. Further, if our Net Debt-to-EBITDA ratio exceeds 8x, then no more than 100% (i.e., the number of Target Units) may be earned under the FFO Growth % component.

If the designated performance objectives are achieved, the LTIP Units earned under the performance-based 2024 LTI Awards will also be subject to vesting based on continued employment with the Company through February 9, 2029, with 50% of the LTIP Units earned vesting on the date the Compensation Committee determines the amount earned following the conclusion of the performance period, and 25% vesting on each of February 9, 2028 and February 9, 2029.

During the performance measurement period, recipients of the performance-based 2024 LTI Awards will receive distributions on the maximum number of LTIP Units that could be earned at one-tenth of the dividend rate otherwise payable to the Company’s shareholders. To the extent LTIP Units are earned, the recipients are entitled to receive the excess amount of distributions that would have been received, above the amount of distributions actually received on all of the LTIP Units subject to the recipient’s performance-based 2024

LTI Award, if the LTIP Units that were earned had been entitled to receive full distributions since the beginning of the performance period, which may be paid either in additional LTIP Units valued on the ex-dividend date for each distribution as if such distributions had been reinvested contemporaneously or in cash.

The time-based 2024 LTI Awards, also granted in LTIP Units, vest in equal annual installments over three years (or four in the case of Mr. Olson) on February 9, 2024 and subsequent anniversaries thereof. Listed below are the number of LTIP Units and grant date fair value of the time-based 2024 LTI Awards that each NEO was granted on February 9, 2024:

We have structured our prior year long-term equity-based compensation awards to include awards containing multi-year performance-based vesting criteria that continue to incentivize performance in years following the years in which they were granted. The following summarizes the terms of the performance-based equity awards that we had granted to the NEOs prior to 2024 that had performance periods that included all or part of 2024.

On February 10, 2021, the Compensation Committee granted long-term incentive compensation awards for 2021 (“2021 LTI Awards”). The 2021 LTI Awards were comprised of both performance-based and time-based vesting equity awards. The performance-based awards, which are granted in LTIP Units, were eligible to be earned based on our absolute TSR (25% of the performance-based awards) and our TSR relative to a peer group (75% of the performance-based awards) over a three-year measurement period from February 10, 2021 through February 9, 2024.

Listed below are the threshold, target and maximum numbers of LTIP Units that may be earned at the conclusion of the performance period and the actual LTIP Units earned by each NEO (other than Mr. Mooallem, who was not an employee of the Company when the plan was established):