DEF 14A 1 nc10021959x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☒			Definitive Proxy Statement
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☐			Soliciting Material Pursuant to §240.14a-12

URBAN EDGE PROPERTIES

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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TABLE OF CONTENTS

2021

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

May 5, 2021

New York, NY

TABLE OF CONTENTS

March 25, 2021

Dear Shareholder:

The Board of Trustees and officers of Urban Edge Properties join me in extending to you a cordial invitation to attend the 2021 annual meeting of our shareholders (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 5, 2021, at 9:00 a.m. Eastern Time. The Annual Meeting will be held entirely online due to the public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our shareholders, employees and partners. You can attend and participate in the Annual Meeting online by visiting www.virtualshareholder.com/UE2021, where you will be able to listen to 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 9, 2021. 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

TABLE OF CONTENTS

Urban Edge Properties

888 Seventh Avenue

New York, New York 10019

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 5, 2021

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” or the “Company”), to be held on Wednesday, May 5, 2021, at 9:00 a.m. Eastern Time. The Annual Meeting will be held entirely online due to the public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our shareholders, employees and partners. You can attend and participate in the Annual Meeting online by visiting www.virtualshareholder.com/UE2021, 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 25, 2021 (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:

1.	To elect the eight trustees named in the Proxy Statement, each to serve until our annual meeting of shareholders held in 2022 and until their successors are duly elected and qualify;

2.	To consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021;

3.	To consider and vote, on a non-binding advisory basis, on a resolution to approve the compensation of our named executive officers as described in the Proxy Statement; and

4.	To transact such other business as may properly come before the Annual Meeting, including any postponements or adjournments thereof.

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 9, 2021. 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 9, 2021 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, par value $.01 per share (the “Common Shares”), as of the close of business on March 9, 2021 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

EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

New York, New York

March 25, 2021

TABLE OF CONTENTS

			Page
QUESTIONS AND ANSWERS			1

PROPOSAL 1 ELECTION OF TRUSTEES			5
Nominees for Election to Term Expiring 2021			6

CORPORATE GOVERNANCE AND RELATED MATTERS			10
Board Leadership Structure			10
Trustee Independence			10
Lead Trustee			11
Corporate Governance Guidelines			11
Board Committees			11
Role of the Board and its Committees in Risk Oversight			13
Compensation Committee Interlocks and Insider Participation			13
Board and Committee Meetings			13
Nomination of Trustees			14
Governance Highlights			15
Shareholders’ Right to Amend the Bylaws			15
Clawback Policy			15
Shareholder Outreach			15
Communication with the Board of Trustees			16
Code of Business Conduct and Ethics			16
Availability of Corporate Governance Materials			16

COMPENSATION OF TRUSTEES			17
Stock Ownership Guidelines			18

EXECUTIVE OFFICERS			19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24

AUDIT COMMITTEE REPORT			25

EXECUTIVE OFFICER COMPENSATION			26
Compensation Discussion and Analysis			26
2020 Summary Compensation Table			40
All Other Compensation Table			40
Grants of Plan-Based Awards in 2020			41

TABLE OF CONTENTS

			Page
Options Exercises and Stock Vested in 2020			42
2020 Outstanding Equity Awards at Fiscal Year End			43
Employment Agreements and Potential Payments Upon Termination of Employment or a Corporate Transaction/Change in Control			45
Employee Retirement Plan			53
Deferred Compensation			53
Pay Ratio Disclosure			54

SEC Form DEF 14A filed by Urban Edge Properties