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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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ONE LIBERTY PROPERTIES, INC.
60 Cutter Mill Road
Great Neck, New York 11021
(516) 466-3100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 14, 2010
12, 2012

        The annual meeting of stockholders of One Liberty Properties, Inc. will be held at our offices, located at Suite 303, 60 Cutter Mill Road, Great Neck, NY, on Monday,Tuesday, June 14, 201012, 2012 at 9:00 a.m. local time. We are holding the meeting for the following purposes:

1.

To elect fourthree directors to hold office for a term expiring in 2013;2015;



2.

To elect one director to hold office for a term expiring in 2011;approve the 2012 Incentive Plan;



3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010;2012; and



4.

To transact any other business properly brought before the meeting.

        Holders of record of our common stock at the close of business on April 15, 201017, 2012 are entitled to notice of the annual meeting and to vote at the meeting and any adjournment thereof.

        It is important that your shares be represented and voted at the meeting. To assure that your vote will be counted, please complete, date and sign the enclosed proxy card and return it in the enclosed prepaid envelope, whether or not you plan to attend the meeting. Most stockholders can also vote by telephone or via the internet. Telephone and internet voting information is provided on the accompanying proxy card. Your proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the meeting.

Dated: April 30, 201017, 2012

        We urge each stockholder to promptly sign and return the enclosed proxy card or use telephone or internet voting. See our questions and answers about the meeting for information about voting by telephone or internet, how to revoke a proxy, and how to vote shares in person.

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ONE LIBERTY PROPERTIES, INC.

PROXY STATEMENT

GENERAL

        Our board of directors is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 20102012 annual meeting of stockholders of One Liberty Properties, Inc. The meeting will be held at our offices, Suite 303, 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021 on June 14, 201012, 2012 at 9:00 a.m., local time. The proxies will be voted at the meeting and may also be voted at any adjournments or postponements of the meeting.

        The mailing address of our principal executive offices is Suite 303, 60 Cutter Mill Road, Great Neck, NY 11021. We are first sending the proxy materials on or about April 30, 2010 to persons who were stockholders at the close of business on April 15, 2010, the record date for the meeting.

        All properly executed proxy cards, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with your directions, unless the proxy is revoked before the meeting.

        Our fiscal year begins on January 1 and ends on December 31. Reference in this proxy statement to the year 2009 or fiscal 2009 refers to the twelve month period from January 1, 2009 through December 31, 2009.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

Q: What is the purpose of the annual meeting?

A:        At our annual meeting, stockholders will vote on the following matters:

•

election of fourthree directors (Joseph A. Amato, Jeffrey A. Gould, Matthew J.DeLuca, Fredric H. Gould and J. Robert Lovejoy)Eugene I. Zuriff) to hold office until the 20132015 annual meeting;



•

electionapproval of one director (Louis P. Karol) to hold office until the 2011 annual meeting;our 2012 Incentive Plan;



•

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Ernst & Young LLP) for 2010;2012; and



•

such other matters as may properly come before the meeting.

Q: Who is entitled to vote?

A:        We are mailing this proxy statement on or about April 30, 201025, 2012 to our stockholders of record on April 15, 2010.17, 2012. The record date was established by our board of directors. Common stockholdersStockholders as of the close of business on the record date of April 15, 201017, 2012 are entitled to receive notice of and to vote their shares at the meeting. Each outstanding share of common stock is entitled to one vote. As of the record date, there14,787,152 shares of our common stock were outstanding and entitled to vote at the meeting 11,453,162 shares of our common stock.meeting.

Q: How do I vote?

A:        If you are a stockholder of record on April 15, 201017, 2012 and attend the annual meeting, you may vote in person at the meeting. If your shares are held by a bank, broker or other nominee (i.e.(i.e., in "street

name") and if you wish to vote in person at the annual meeting, you must contact the nominee to obtain evidence of your ownership of our common stock as of the record date. If you hold your shares directly (i.e.(i.e., the share certificate or certificates representing your shares are registered in your name), you may complete, sign and date the accompanying proxy card and return it in the prepaid envelope, and your shares will be voted according to your instructions.

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How will my shares be voted?

If you do not mark any selections but return the signed proxy card, your shares will be voted by the proxies named on the proxy card in favor of the fivethree nominees for election as directors, in favor of our approval of the 2012 Incentive Plan, in favor of the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010,2012, and as the proxy holders may determine in their discretion with respect to other matters that properly come before the meeting. Registered holders (those(i.e., those who hold shares directly rather than through a bank or broker) can simplify their voting by calling 1-800-PROXIES (776-9437) or by accessing the internet websitewww.voteproxy.com. Telephone voting information and internet voting information is provided on the proxy card. The internet and telephone voting facilities for stockholders of record will close at 11:59 p.m., local time, on June 13, 2010.11, 2012. You should be aware that if you vote over the internet you may incur costs, such as telephone and internet access charges, for which you will be responsible. If you vote by telephone or via the internet, it is not necessary to return your proxy card. If you attend the meeting, you may deliver your completed proxy or vote in person.

        If you wish to name as a proxy someone other than the proxies named on the proxy card, you may do so by crossing out the name of the designated proxies and inserting the name of another person. In that case, it will be necessary to sign the proxy card and deliver it to the person so named and for the person so named to be present at and vote at the meeting. Proxy cards so marked should not be mailed to us or to American Stock Transfer and Trust Company LLC, our transfer agent.

Q: Is my vote important?

        Yes. Under applicable rules, brokers, banks and other nominees are prohibited from voting shares held in street name on matters pertaining to the election of directors and the approval of our 2012 Incentive Plan, unless the client specifically instructs his or her nominee to vote their shares. Shares held in street name and for which voting instructions are not provided and accordingly, as to which bank, brokers and other nominees do not have discretionary authority to vote on their clients' behalf, are referred to "broker non-votes." Because "broker non-votes" will have the effect of a vote against these proposals, it is very important that you vote your shares.

Who will count the vote?

A:        A representative of our transfer agent, American Stock Transfer and Trust Company, LLC, will tabulate the votes and act as inspector of elections.

Q: Can I revoke my proxy before it is exercised?

A:        If you hold stock directly in your name, you may revoke a proxy at any time before it is voted at the Annual Meetingannual meeting with a later dated, properly executed proxy (including an internet or telephone vote), or a written revocation delivered to our Secretary. The proxy holders' powers may also be suspended if you attend the meeting and notify our Secretary at the meeting that you would like to change your vote or vote in person. If your stock is held in the name of a broker, bank or other nominee, you must contact such nominee and comply with the nominee's procedures if you want to revoke or change the instructions that you previously provided to the nominee. Attendance at the meeting will not by itself automatically revoke a previously granted proxy.

Q: What constitutes a quorum?

A.        A quorum is the presence in person or by proxy of stockholders holding a majority of our outstanding shares of common stock. Abstentions, withhold authority votes and broker non-votes will be included for purposes of determiningentitled to vote at the meeting. To constitute a quorum, and for purposes of calculating the vote, but will have the same effect as a vote against a proposal. Under New York Stock Exchange Rules, the proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ended December 31, 2010 is considered a "discretionary" item. This means that brokerage firms may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions at least ten days before the date of7,393,577 shares must be present in person or by proxy at the meeting. In contrast,Generally, action cannot be taken at the election of directorsmeeting unless a quorum is a non-discretionary item. This means that brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. The so called "brokerpresent.

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non-votes," as well as abstentions to vote on these proposals, will not be counted as votes cast for the election of directors. Since the affirmative vote of a plurality of the outstanding common shares present at the meeting in person or by proxy is required to elect the nominees, a large number of broker non-votes and abstentions will have the effect of a vote against the nominees.

Q: How many votes does it take to approve the items to be voted upon?

A: Directors are elected by the affirmative        The vote of a plurality of all of the votes cast at the meeting in person or by proxy. This means that assumingat which a quorum is present atis necessary for the meeting,election of directors. The three individuals receiving the director nomineesgreatest number of affirmative votes will be elected if each receives a majoritydirectors. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast for directors.and will have no effect on the result of the vote.

        The affirmative vote of a majority of ourall of the votes cast on the proposal to approve the 2012 Incentive Plan is required for the approval thereof, provided that the total vote cast on the proposal represents over 50% of the outstanding shares of common stock. For purposes of this vote, abstentions will have the same effect as votes against the proposal and broker non-votes will have the same effect as votes against the proposal, unless holders of more than 50% of the outstanding shares of common stock present atentitled to vote on the meetingproposal cast votes, in person or by proxy is required to ratifywhich event broker non-votes will not have any effect on the appointmentresults of Ernst & Young LLP as our independent registered public accounting firm for 2010.the vote.

Q: Who is soliciting my vote and who pays the cost?

A:        Our board of directors is soliciting votes for the meeting and we will pay the entire cost of the solicitation, including preparing and mailing this proxy statement. In addition to the solicitation of proxies by mail and through our regularand our affiliates' employees, we will request banks, brokers, custodians, nominees and other record holders to forward copies of the proxy statement and other soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. We will reimburse such record holders for their reasonable out-of-pocket expenses in forwarding proxies and proxy materials to stockholders. We have retained The Altman GroupPhoenix Advisory Partners for a fee of $3,500,$4,500, plus reasonable out of pocket expenses, to aid in the solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internetinternet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.

What is householding?

        We are sending only one proxy statement to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such an address wishes to receive a separate annual report or proxy statement, he or she may request it orally or in writing by contacting us at One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attention: Investor Relations, by emailing us at simeonb@1liberty.com, or by calling us at 516-466-3100, and we will promptly deliver to the stockholder the requested annual report or proxy statement. If a stockholder of record residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she may contact us in the same manner. If you are an eligible stockholder of record receiving multiple copies of our annual report and proxy statement, you can request householding by contacting us in the same manner. If you own your shares through a bank, broker or other nominee, you can request householding by contacting the nominee.

Q: When are stockholder proposals due for the year 20112013 Annual Meeting?

A:        If a stockholder wants a proposal to be included in our proxy statement for the 20112013 annual meeting of stockholders, the proposal, in writing and addressed to our Secretary, must be received by us no later than December 31, 2010.26, 2012. Upon timely receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement in accordance with applicable regulations governing the solicitation of proxies.

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        For any proposal that is not submitted for inclusion in next year's proxy statement, but is instead intended to be presented directly at the 20112013 annual meeting, rules and regulations promulgated by the

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United States Securities and Exchange Commission permit us to exercise discretionary voting authority to the extent conferred by proxy if either:we:

•

we receive notice of the proposal before March 15, 201110, 2013, and advise stockholders in the 20112013 proxy statement of the nature of the proposal and how management intends to vote on such matter; or



•

we do not receive notice of the proposal before March 15, 2011.10, 2013.

        Notices of intention to present proposals at our 20112013 annual meeting should be submitted in writing and addressed to our Secretary.

Q: What other information about One Libertyus is available?

A:        Stockholders can call (516) 466-3100 or write to us at 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attention: Secretary, to request a copy of our Annual Report on Form 10-K. This and other important information about us is also available on our web site which is located atwww.onelibertyproperties.com. Our Annual Report to Stockholders accompanies this proxy statement.

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GOVERNANCE OF THE COMPANY

General

        Pursuant to the Maryland General Corporation Law and our by-laws, as amended, our business, property and affairs are managed by or under the direction of our board of directors. Members of the board are kept informed of our business through discussions with our chief executive officer, chairman of our board and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees.

        The board has three standing committees: audit compensation and nominating and corporate governance:

•

The audit committee, the members of which in 2009 through April 22, 2010 were Charles Biederman, James J. Burns and Joseph A. DeLuca. On April 23, 2010, Eugene I. Zuriff replaced Mr. Biederman as a member of the audit committee;



•

The compensation committee, the members of which in 2009 through April 22, 2010 were Charles Biederman, J. Robert Lovejoy and Eugene I. Zuriff. On April 23, 2010, James J. Burns replaced Mr. Biederman as a member of the compensation committee; and



•

The nominating and corporate governance committee, the members are Joseph A. Amato, James J. Burns and Eugene I. Zuriff.

        The board reviews director independence annually and bases its independence determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships and discussions with the directors. To be considered independent, a director must not have a material relationship with us that could interfere with a director's independent judgment and must be "independent" pursuant to the New York Stock Exchange listing standards.

        In 2009, the board affirmatively determined that each of Joseph A. Amato, Charles Biederman, James J. Burns, Joseph A. DeLuca, J. Robert Lovejoy and Eugene I. Zuriff, a majority of our board of directors, was independent. In 2010, the board, in its consideration of director independence, affirmatively determined that each of Joseph A. Amato, James J. Burns, Joseph A. DeLuca, J. Robert Lovejoy and Eugene I. Zuriff was independent and that Louis P. Karol, who was elected to the board in April 2010, and nominated for election to the board at the Annual Meeting, is independent.

        Our board has adopted a charter for each of the three standing committees and corporate governance guidelines that address the make-up and function of the board. You can find each charter and the corporate governance guidelines by accessing the corporate governance section of our website at:www.onelibertyproperties.com. You may also obtain, without charge, a copy of each charter and the corporate governance guidelines by writing to us at 60 Cutter Mill Road, Great Neck, New York 11021, Attention: Secretary.

During 20092011, the board held four meetings and the committees held a total of eightfive meetings. NoneAll of the directors attended fewer thanat least 75% of the total number of meetings of the board of directors and the board committees of which such director was a member. Our directors meet at regularly scheduled executive sessions without management. We encourage our directors to attend the annual meeting of stockholders. Last year, nine of our directors attended our annual meeting of stockholders.

Code of Business Conduct and EthicsLeadership Structure

        We have adoptedThe board of directors has designated J. Robert Lovejoy as its "Independent Lead Director." Among other things, the Lead Director presides at, and prepares the agenda for, executive sessions of the independent directors, recommends to the Chairman of the Board matters to be considered, and materials to be reviewed by the board, serves as an independent point of contact for stockholders desiring to communicate with the board and performs such other duties and responsibilities as are assigned to him by a codemajority of business conductthe non-management directors.

        Our company is led by Fredric H. Gould, chairman of our board, and ethics, as amendedPatrick J. Callan, Jr., president and restated, that is designed to help ourchief executive officer. Although the board of directors officers, employees, agentshas not established a policy on whether the role of the chairman and consultants resolve ethical issues. The code of business conduct and ethics applies to all directors, officers, employees, agents and consultants, including our chief executive officer principal financial officer, principal accounting officer or persons performing similar functions. The codeshould be separated, the board of business conduct and ethics covers a variety of topics,

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including those required bydirectors believes this is the Securities and Exchange Commission andmost appropriate structure at this time because it makes the New York Stock Exchange. Topics covered include, but are not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. The code of business conduct and ethics, as amended and restated, is available at the corporate governance section of our website atwww.onelibertyproperties.com and a copy may be obtained, without charge, by writing to us at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary. During 2009, there were no amendments to the code of business conduct and ethics and no waiversbest use of the provisionsabilities of Messrs. Gould and Callan. The board does not believe that its risk oversight activities have any effect on the code of business conduct and ethics with respect to any of our directors, officers, employees, agents or consultants. We will post any amendments to, or waivers of, our code of business conduct and ethics, as amended and restated, on our website.board's leadership structure.

Risk Oversight

        Management is responsible for the day-to-day management of risks we face. Our board of directors has overall responsibility for overseeing risk management with a focus on the more significant risks facing us. Our audit committee oversees risk policies and processes related to our financial statements, financial reporting processes and liquidity risks, our compensation committee oversees risks relating to renumeration of our full-time officers, and our nominating and corporate governance committee oversees corporate governance risks.

        AtA portion of each quarterly meeting of the audit committee a portion of the meeting is devoted to reviewing tenant credit risks, issues related to tenant matters and property operations which might have a material adverse impact on current or future operations, the status of issues previously considered by the audit committee with respect to tenant matters or property operations, liquidity risks, compliance with debt covenants, management of debt maturities and, as required, the audit committee reviewsto review risks arising from related party transactions.transactions and compliance with debt covenants. Each audit committee meeting is attended by our Chief Executive Officer and Chief Operating Officer who are there to, among other things, respond to issues relating to tenant matters or property operations. In addition, at each meeting of the audit committee, theour chief financial officer, of the company, as well as the independent accounting firm performing the independentinternal audit function on behalf of the company, and our independent registered public accounting firm report to the committee with respect to compliance by our employees with our internal control policies in order to ascertain that no failures of a significant or material nature have occurred. This process assists the audit committee in overseeing the risks related to our financial statements and the financial reporting process.

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        At each meeting of the board of directors, a portion of the meeting is dedicated to reviewing and discussing significant risk issues reviewed by the audit committee.

        Our compensation committee monitors risks associated with our compensation structure. The compensation committee does not believe that the compensation programs which are in place give rise to any risk that is reasonably likely to have a material adverse effect on us.

        In order to protect against the risk of losing important corporate documents and materials in a disaster, we send backup tapes on a daily basis to an off-site storage facility.

Leadership StructureCode of Business Conduct and Ethics

        Our companyWe have adopted a code of business conduct and ethics, as amended and restated, that is led by Fredric H. Gould, chairman ofdesigned to help our board,directors, officers, employees, agents and Patrick J. Callan, Jr., presidentconsultants resolve ethical issues. This code applies to all directors, officers, employees, agents and chief executive officer. Although the board of directors has not established a policy on whether the role of the chairman andconsultants, including our chief executive officer, should be separated, in December 2007,principal financial officer, principal accounting officer or persons performing similar functions. The code covers a variety of topics, including those required by the board determined to have two different people hold these positions. As a result, Fredric H. Gould, who was serving as bothSecurities and Exchange Commission and the chairman of the board and chief executive officer, remained chairman of the board, but relinquished his title as chief executive officer effective January 1, 2008, and Patrick J. Callan, Jr., who had been serving as our president, was appointed chief executive officer effective as of January 1, 2008. The board of directors believes this is the most appropriate structure at this time because it makes the best use of the abilities of Mr. Fredric H. Gould and Mr. Callan.

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Non-Management Directors Executive Sessions

        In accordance with New York Stock Exchange Listing Standards,Exchange. Topics covered include conflicts of interest, confidentiality of information, and compliance with laws and regulations. The code of business conduct and ethics, as amended and restated, is available at the corporate governance section of our non-management directors meetwebsite at regularly scheduled executive sessionswww.onelibertyproperties.com/corporate_governanceand a copy may be obtained, without management. Non-management directors are all those directors who are neither officers or employees of ours. The board of directors does not designate a "Lead Director" or a single directorcharge, by writing to presideus at executive sessions. The person who presides over executive sessions of non-management directors is a committee chairman and the director who presides over executive sessions is rotated,60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary. During 2011, there were no amendments to the extent practicable, among the chairscode of business conduct and ethics and no waivers of the board's committees.provisions of the code of business conduct and ethics with respect to any of our directors, officers, employees, agents or consultants. We will post any amendments to, or waivers of, our code of business conduct and ethics, as amended and restated, on our website.

Committees of the Board of Directors

        We have three standing committees: audit, compensation and nominating and corporate governance. Our board has adopted corporate governance guidelines that address the make-up and function of the board and a charter for each of these committees. The charter for each committee requires that such committee be comprised of at least three independent directors and in the case of the audit committee, also requires that at least one member of the committee qualify as a "financial expert." All of the members of each committee were independent during their period of service on such committee and in the case of the audit committee, each such member was also financially literate.

        You can find each charter and the corporate governance guidelines by accessing the corporate governance section of our website at:www.onelibertyproperties.com/corporate_governance. You may also obtain, without charge, a copy of each charter and the corporate governance guidelines by writing to us at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary.

        The table below provides membership and meeting information for each of the standing board committees for 2011:

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Audit Committee

        The audit committee charter requires that the audit committee be comprised of at least three members, all of whom are independent directors and at least one of whom is an "audit committee financial expert." All of the members of our audit committee were independent under the applicable provision of the Securities Exchange Act of 1934, as amended, and the New York Stock Exchange Listing Standards during their service on audit committee. All members of the audit committee are financially literate and James J. Burns, the audit committee's financial expert, qualifies as an "audit committee financial expert," as that term is defined in applicable Securities and Exchange Commission rules.

        The auditThis committee is responsible for assisting the board in overseeing, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm's qualifications and independence, (iv) the performance of the independent registered public accounting firm, (v) the performance of the accounting firm performing our internal control audit function, and (vi) the preparation of the audit committee report required by the Securities and Exchange Commission for inclusion in this proxy statement. The audit committee is also responsible for the selection and engagement of our independent registered public accounting firm. The audit committee held four meetingsfirm and conducted business on one occasion by unanimous written consent in 2009.for approving related party transactions.

Compensation Committee

        The compensation committee charter requires that the compensation committee be comprised of at least three members, all of whom are independent directors. All of the members of our compensation committee were independent during their service on the compensation committee. The compensation committee held three meetings in 2009. The compensationThis committee recommends the base salary and annual bonus and stock incentive awards to our full-time officers, andfees to be paid to our board of directors and recommends and/or determines awards under the One Liberty Properties, Inc. 2009 Incentive Plan to officers, directors, employees and consultants. The committee may also establish performance goals and performance cycles pursuant to the One Liberty Properties, Inc. 2009 Incentive Plan. The compensation committee administers the One Liberty Properties, Inc. 2009 Incentive Plan.our equity based incentive plans.

Nominating and Corporate Governance Committee

        The nominating and corporate governanceThis committee charter requires that the nominating and corporate governance committee be comprised of at least three directors, all of whom are independent directors. All of the members of the nominating and corporate governance committee were independent during their service on the nominating and corporate governance committee. The nominating and corporate governance committee held one meeting and conducted business on one occasion by unanimous written consent in 2009. The responsibilities of the nominating and corporate governance committee includeis responsible for, among other things, recommending a slate of directors for election to the board of directors

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at the annual stockholders' meeting, recommending committee assignments to the board of directors, identificationidentifying and recommendation ofrecommending candidates to fill vacancies on the board of directors between annual stockholder meetings, recommending a slate of officers for election by the board of directors at the annual directors' meeting, proposing, monitoring and recommending changes to the company'sour corporate governance guidelines and overseeing the evaluation of theeffectiveness of our board of directors and its effectiveness.the committees thereof.

Director Qualifications

        The board believes that it should be comprised of directors with complementary backgrounds, and that directors should, at a minimum, have business experience which is relevant to our business.business or otherwise be of assistance to the board in its deliberations. Our nominating and corporate governance committee (the "nominating committee") has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. It considers the personal and professional attributes and the business experience of each director candidate to promote diversity of expertise and experience among our directors. Additionally, directors should possess the highest personal and professional ethics in order to perform their duties properly, and should be willing and able to devote the required amount of time to our business.

        When considering candidates for director, the nominating and corporate governance committee will take into account a number of factors, including the following:

•

Independence from management;



•

Whether the candidate has relevant business experience;



•

Judgment, skill, integrity and reputation;



•

Financial and accounting background, to enable the nominating and corporate governance committee to determine whether the candidate would be suitable for audit committee membership;



•

Executive compensation background, to enable the nominating and corporate governance committee to determine whether the candidate would be suitable for compensation committee membership; and



•

The size and composition of the existing board.

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        The nominating and corporate governance committee will consider candidates for director suggested by stockholders applying the criteria for candidates described above and considering the additional information referred to below. Stockholders wishing to suggest a candidate for director should write to our Secretary and include:

•

A statement that the writer is a stockholder and is proposing a candidate for consideration by the nominating and corporate governance committee;



•

The name of and contact information of the candidate;



•

A detailed statement of the candidate's business and educational experience and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board of directors;



•

Information regarding each of the factors listed above sufficient to enable the nominating and corporate governance committee to evaluate the candidate;



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A statement detailing any relationship between the candidate and any of our competitors;

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•

Detailed information about any relationship or understanding between the proposing stockholder and the candidate; and



•

A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

        When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from management, incumbent directors and others. The nominating committee or its chairman will interview a candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If

        The nominating committee generally intends to recommend that the nominating and corporate governanceBoard nominate incumbent directors whom the committee believes a candidate would be a valuable additionwill continue to make important contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that its directors have accumulated during their tenure, while contributing to the board, it will recommend the candidate's electionBoard's ability to the full board.work as a collective body.

Independence of Directors

        OurThe board reviews director independence annually and bases its independence determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships and discussions with the directors.

        In determining whether our directors are independent, our board of directors employs the New York Stock Exchange director independence standards currently in effect, in determining whether a relationship is material and thus would disqualify such director from being independent.standards. These standards provide as follows:provide:

•

No director of ours qualifies as "independent" unless the board affirmatively determines that the director has no material relationship with us or any of our subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with us or any of our subsidiaries);



•

A director who is an employee, or whose immediate family member is an executive officer, of ours or any of our subsidiaries is not independent until three years after the end of such employment relationship;



•

A director who received, or whose immediate family member received, during any twelve-month period within the last three years, more than $100,000$120,000 in direct compensation from us or any of our subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on

continued service), is not independent until three years after he or she ceases to receive more than $100,000$120,000 in any twelve-month period;



•

A director who is, or who has an immediate family member who is, a current partner of our internal or external auditor, a director who is a current employee of our internal or external auditor, a director who has an immediate family member who is a current employee of our internal or external auditor and who personally participates in our audit, assurance or tax compliance (but not tax planning) or a director who was, or whose immediate family member was, within the last three years, (but is no longer) a partner or employee of our internal or external auditor and personally worked on our audit within that time, can notcannot be considered independent;



•

A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our or any of our subsidiaries' present executives serve on that company's compensation committee is not "independent" until three years after the end of such service or the employment relationship; and



•

A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us or any of our subsidiaries for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, is not "independent" until the commencement of the third fiscal year following the fiscal year in which such payments fall below such threshold.

Table        Our board has determined that each of ContentsJoseph A. Amato, James J. Burns, Charles Biederman, Joseph A. DeLuca, Louis P. Karol, J. Robert Lovejoy and Eugene I. Zuriff are independent. In evaluating Mr. Biederman's independence, the board, at its March 19, 2012 meeting, took into account a transaction in 2009 pursuant to which Fredric H. Gould, Chairman of the Board of Directors, purchased from an institution for an amount equal to the unpaid principal balance, a mortgage loan secured by a property owned personally by Mr. Biederman. Mr. Gould waived interest payments after his acquisition of the loan. Mr. Biederman repaid the unpaid principal balance of the loan in October 2010.

Compensation Committee Interlocks and Insider Participation

        During 2009 and through April 22, 2010, Eugene I. Zuriff, J. Robert Lovejoy and Charles Biederman served on our compensation committee. On April 23, 2010, James J. Burns replaced Mr. Biederman as a member of the compensation committee. None of the compensation committee members were ever officers or employees of our company. While serving on the committee, these members were independent directors pursuant to applicable New York Stock Exchange Listing Standards, and nonecompany or has had any relationship requiring disclosure by us under any paragraph of Item 404 (Transaction(Transactions with Related Persons, Promoters and Certain Control Persons) of Regulation S-K.

Communications with Directors

        Stockholders, employees and other interested persons who want to communicate with the board, any committee of the board, or any individual director can write to:

One Liberty Properties, Inc.
Suite 303
60 Cutter Mill Road
Great Neck, New York 11021
Attention: Secretary

The Secretary will:

•

Forward the communication to the director or directors to whom it is addressed;

•

annual retainer of $20,000. In addition to regular$25,000 for board fees, each memberservice,



•

annual retainer of $8,000, $3,000 and $3,000 for service on the audit, compensation and nominating committees, respectively,



•

annual retainer of $15,000, $4,000 and $4,000 for serving as chair of the audit, committee is paid an annual retainer of $5,000, the chairman of the audit committeecompensation and the chairman of the compensation committee is each paid an additional annual retainer of $2,000, the audit committee financial expert is paid an additional annual retainer of $7,500, and each member of the compensation committee and the nominating and corporate governance committee is paid an annual retainer of $3,000. Each non-management director is also paid $1,000committees, respectively,



•

$1,000 for each board and committee meeting attended, in person







•

Tableannual retainer of Contents




and $500$15,000 for each meeting attended by telephone conference, except for audit committee members who are paid $1,000 for each audit committee meeting attended, whether in person or by telephone conference. The compensation committee hasserving as independent lead director, and



•

an award of restricted stock-the number of shares awarded restricted shares everyvaries from year to each director. Each non-management director was awarded 2,500 restricted shares in June 2009 and 1,750 restricted shares in December 2009. The 1,750 shares are considered awarded in December 2009 for financial statement purposes, pursuant to generally accepted accounting principles, because the grants were approved by our board and communicated to the grantees in December 2009. However, the compensation committee intended that these shares be awarded effective as of February 26, 2010.


Director Compensation—2009


year.

        Our directors received the following aggregate amounts of compensation for the year ended December 31, 2009:2011:

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS

        The following table sets forth, as of the record date,April 9, 2012, information concerning shares of our common stock owned by (i) all persons known to own beneficially 5% or more of our outstanding stock, (ii) all directors and nominees for election as directors, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers as a group:

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ELECTION OF DIRECTORS

(Proposal 1)

        Pursuant to our by-laws, as amended, the number of directors was fixed at 11eleven by our board of directors. The board is divided into three classes. Each class is elected to serve a three year term and is to be as equal in size as is possible, The classes are elected on a staggered basis. The terms of Joseph A. Amato, Jeffrey A.DeLuca, Fredric H. Gould Matthew J. Gould, J. Robert Lovejoy and Louis P. KarolEugene I. Zuriff expire at the 20102012 annual meeting. Each of them has been recommended to the board of directors by the nominating and corporate governance committee for election at the annual meeting. Messrs. Amato, Jeffrey A. Gould, Matthew J. Gould and Lovejoy have been nominated by the board of directors to stand for election at the annual meeting, to hold office until our 2013 annual meeting and until his successor is elected and qualifies. Mr. Louis P. Karol has been nominated by the board of directors to stand for election at the annual meeting, to hold office until our 2011 annual meeting and until his successor is elected and qualifies. SevenEight other individuals serve as directors but are not standing for election because their terms extend past the date of the annual meeting. Proxies will not be voted for a greater number of persons than the number of nominees named in the proxy statement.

        It is contemplated that all the nominees will stand for election. Should any nominee become unavailable for election, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by the board of directors.

        If any director is unable to serve his full term, the board, by majority vote of the directors then in office, may designate a substitute. Any director chosen by the board prior to the 20112013 annual meeting of stockholders will hold office for a term expiring at the 20112013 annual meeting of stockholders and until his successor is elected and qualifies.

        The affirmative vote of a plurality of the voting power of stockholders present in person or represented by proxy at the meeting is required for the election of each nominee for director.

Nominees for Election to serve until the 20132015 Annual Meeting

        The following table sets forth information certain information regarding the nominees for director to hold office until the 20132015 annual meeting of stockholders:

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF JOSEPH A. DELUCA, FREDRIC H. GOULD AND EUGENE I. ZURIFF AS DIRECTORS.

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Directors to continue in office until the 2013 Annual Meeting:

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Nominee for Election to serve until the 2011 Annual Meeting

        The following table sets forth information regarding the nominees for director to hold office until the 2011 annual meeting of stockholders:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF JOSEPH A. AMATO, JEFFREY A. GOULD, MATTHEW J. GOULD, LOUIS P. KAROL AND J. ROBERT LOVEJOY AS DIRECTORS. THE PERSONS NAMED IN THE PROXY CARD INTEND TO VOTE SUCH PROXY FOR THE ELECTION OF JOSEPH A. AMATO, JEFFREY A. GOULD, MATTHEW J. GOULD, LOUIS P. KAROL AND J. ROBERT LOVEJOY UNLESS YOU INDICATE THAT YOUR VOTE SHOULD BE WITHHELD.

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        The following sets forth information regarding directors whose terms of office will continue after the annual meeting:

Directors to continue in office until the 20112014 Annual Meeting:Meeting

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Directors to continue in office until the 2012 Annual Meeting:

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ONE LIBERTY PROPERTIES, INC. 2012 INCENTIVE PLAN

(PROPOSAL 2)

General

        Our board of directors has approved, subject to stockholder approval, the adoption of the One Liberty Properties, Inc. 2012 Incentive Plan (the "2012 Plan" or the "Plan").

        The board believes that granting equity based compensation is an important component of our compensation structure. The purpose of the Plan is to motivate, retain and attract employees, officers and directors of experience and ability and to further the financial success of our company by aligning the interests of participants in the Plan, through the ownership of shares of common stock, with the interests of our stockholders.

        An aggregate of 408,510 shares of restricted stock and 200,000 RSU's issued pursuant to our equity incentive plans were outstanding on April 9, 2012. The shares of restricted stock have a five year cliff-vesting requirement and accordingly, the outstanding restricted shares vest in approximately equal annual amounts through 2017. The 200,000 RSU's vest in 2017 only if and to the extent specified performance or market conditions are met. See "Outstanding Equity Awards at Fiscal Year End." There are 73,640 shares available to be awarded pursuant to our 2009 Incentive Plan (the "2009 Plan") and we propose the adoption of the 2012 Plan pursuant to which up to 600,000 shares may be awarded. If stockholders adopt the 2012 Plan, no further awards will be made under the 2009 Plan. As of April 17, 2012, 14,787,152 shares of our common stock were outstanding. Generally, the awards granted each year have represented less than 1% of our outstanding shares at the time of grant.

        It is anticipated that awards will be granted under the Plan to: 14 full-time and part-time executive officers; seven independent directors; and approximately 33 full-time and part-time non-executive officers and employees. The following summary of major features of the Plan is qualified in its entirety by reference to the actual text of the Plan, attached as Annex A.

Shares Subject to the Plan

        The total number of shares available for grant under the Plan will not exceed 600,000 shares. The Plan authorizes the discretionary grant of (i) incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, (ii) non-qualified stock options, (iii) restricted stock, (iv) RSU's, and (v) performance-based awards (collectively, the "Awards"). The shares available for issuance under the Plan will be authorized but unissued shares of common stock. Shares related to awards that are forfeited, cancelled, terminated or expire unexercised will be available for grant under the Plan. Neither shares tendered by a participant to pay the exercise price of an award, nor any shares withheld by us for taxes will be available for future grants under the Plan. In the event of a stock dividend or stock split affecting our shares, the number of shares issuable and issued under the Plan and the number of shares covered by and the exercise price and other terms of outstanding awards will be adjusted to reflect such event to prevent dilution or diminution of awards.

Administration of the Plan

        The Plan will be administered by our compensation committee which, to the extent deemed necessary by the board, will consist of two or more persons who satisfy the requirements for a "non-employee director" under Rule 16(b) under the Securities Exchange Act of 1934, and/or the requirements for an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee has authority to administer and construe the Plan in accordance with its provisions. The compensation committee's authority also includes the power to (a) determine persons eligible for awards, (b) prescribe the terms and conditions of awards granted

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under the Plan, (c) adopt rules for the administration, interpretation and application of the Plan which are consistent with the Plan and (d) establish, interpret, amend or revoke any such rules.

Options

        Stock options entitle the holder to purchase a specified number of shares at a specified exercise price subject to the terms and conditions of the option grant. The purchase price per share for each incentive stock option is determined by the compensation committee, but must be at least 100% of the fair market value per share on the date of grant. The aggregate fair market value of shares with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year cannot exceed $100,000. To the extent that the fair market value of shares with respect to which incentive stock options become exercisable for the first time during any calendar year exceeds $100,000, the portion in excess of $100,000 will be treated as a non-qualified option. Options granted under the Plan may be exercisable for a term up to ten years. If a participant owns more than 10% of the total voting power of all classes of our shares at the time the participant is granted an incentive stock option, the option price per share cannot be less than 110% of the fair market value per share on the date of grant and the term of the option cannot exceed five years.

        Non-qualified options may not be granted at an exercise price per share that is less than 100% of the fair market value per share on the date of the grant. The maximum aggregate number of shares underlying options that may be granted in one calendar year to an individual participant is 60,000.

        The closing price for our shares on the New York Stock Exchange on April 13, 2012 was $18.27 per share. There are no options outstanding under our equity inventive plans.

Restricted Stock and Restricted Stock Units

        Restricted stock are shares that may not be sold, transferred, gifted, bequeathed, pledged, assigned or otherwise disposed of until the end of a specified restriction period. Restricted stock units and RSU's represent the right, upon satisfaction of specified conditions, to receive shares and are subject to the same restrictions on transferability applicable to restricted stock. RSU's and shares of restricted stock will be issued at the beginning of the restriction period and the compensation committee shall set restrictions and other conditions applicable to the vesting of such award, including restrictions based on the achievement of specific performance goals, time based restrictions or on any other basis determined by the compensation committee.

        Recipients of restricted stock have the right to vote such shares and to receive and retain cash dividends and other distributions, if any, paid thereon, even if such restricted stock is forfeited in the future. Recipients of RSU's are not entitled to vote or receive dividends with respect to the underlying shares until such shares have been issued. Recipients of restricted stock or RSU's will not be entitled to delivery of the stock certificate representing the shares until all the restrictions have been fulfilled.

        Generally, it is anticipated that any restricted stock or RSU that does not vest on the vesting date, or on a date prior to the vesting date if it is determined that it cannot vest (for example due to the termination of employment prior to achievement of a time based restriction), will be forfeited to us and the recipient will not thereafter have any rights (including rights to dividends and distributions) with respect to these securities.

        No more than 60,000 shares of each of restricted stock and RSU's will be awarded to any participant in any calendar year. We will not repurchase outstanding restricted stock or RSU's in exchange for cash. Except as otherwise provided in an award agreement, in the event of the death, disability or retirement (as defined in the Plan) the restriction period shall not automatically terminate. The compensation committee may grant restricted stock or RSU's and set restrictions based upon

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performance goals so that such grant would qualify as "performance based compensation" under Section 162(m) of the Internal Revenue Code.

Performance Based Awards

        Performance based awards will be made by the issuance of restricted stock, RSU's or other Awards, or a combination thereof, contingent upon the attainment of one or more performance goals (described below) that our compensation committee establishes. The minimum period with respect to which performance goals are measured is one year, but the compensation committee generally intends to establish a performance cycle of not less than three years. The maximum number of shares with respect to which a participant may be granted performance based awards in any calendar year is 60,000 shares.

        The terms and conditions of a performance based award will provide for the vesting of the award to be contingent upon the achievement of one or more specified performance goals that the compensation committee establishes. For this purpose, "performance goals" means for a performance cycle, the specific goals that the compensation committee establishes that may be based on one or more of the following performance criteria:

•

revenue,



•

earnings,



•

stock price,



•

cash flows,



•

costs,



•

return on equity,



•

stockholders' equity (book value),



•

total equity,



•

asset growth,



•

net operating income,



•

average occupancy,



•

year-end occupancy,



•

funds from operations,



•

adjusted funds from operations,



•

cash available for distribution,



•

total stockholder return,



•

return on assets, or



•

goals relating to acquisitions or divestitures.

        The performance goals need not be the same with respect to all participants and may be established for us as a whole, on a per share basis or may be based on our performance compared to the performance of businesses specified by the compensation committee or compared to any prior period.

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Amendment and Termination of the Plan

        No awards may be made under the Plan on or after the tenth anniversary of the Plan's effective date. Our board of directors may amend, suspend or terminate the Plan at any time for any reason. However, no amendment shall permit the repricing, replacing or regranting of an option in connection with the cancellation of the Option or by amending an Award Agreement to lower the exercise price of an option or the cancellation of any award in exchange for cash without stockholder approval. In addition, before the plan can be amended, modified or terminated, where such amendment, modification or termination would adversely affect a participant who has already been granted an award, such participant's consent must be obtained.

Change in Control

        Any awards granted under the Plan that are outstanding and not then exercisable or subject to restrictions at the time of a change in control (as defined in the Plan) shall, except as otherwise provided in the award agreement, become immediately exercisable and all restrictions shall be removed effective as of such change in control. The Plan defines a change in control as follows:

        (a)   the acquisition in one or more transactions by any person (as defined in Section 13(d) of the Securities Exchange Act of 1934) of the beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of 25% or more of the outstanding shares or the combined voting power of the then outstanding securities entitled to vote in the election of directors (provided that this provision is not applicable to acquisitions made individually, or as a group, by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould and their respective spouses, lineal descendants and affiliates);

        (b)   individuals who, at the date of the award, constitute our board of directors cease for any reason to constitute at least a majority of the board, provided an individual becoming a director subsequent to the date of an award whose election or nomination for election was approved by a vote of at least a majority of the directors then comprising the board shall be considered as though such individuals were a member of the board, but excluding any individual whose initial assumption of office occurs as a result either of an actual or threatened election contest or other actual or threatened solicitation of proxies or consent by and behalf of a person other than the board;

        (c)   the closing of a sale or other conveyance of all or substantially all of our assets;

        (d)   the effective time of any merger or other business combination involving us if immediately after such transactions persons who hold a majority of outstanding voting securities entitled to vote are not persons who immediately prior to such transaction held our voting stock.

Federal Income Tax Consequences

        The federal tax rules applicable to awards under the Plan under the tax code are summarized below. This summary omits the tax laws of any municipality, state, or foreign country in which a participant resides.

        Stock option grants under the Plan may be intended to qualify as incentive stock options under Section 422 of the tax code or may be non-qualified stock options governed by Section 83 of the tax code. Generally, federal income tax is not due from a participant upon the grant of a stock option, and a deduction is not taken by us. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the common stock on the exercise date and the stock option grant price. We are entitled to a corresponding deduction on our income tax return. A participant will not have any taxable income upon exercising an incentive stock option after the applicable holding periods have been satisfied

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(except that the alternative minimum tax may apply), and we will not receive a deduction when an incentive stock option is exercised. The treatment for a participant of a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held and whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.

        Generally, taxes are not due when a restricted stock (unless the participant makes election under section 83(b) of the Code) or RSU award is initially made, but the award becomes taxable when it is no longer subject to a "substantial risk of forfeiture" (it becomes vested or transferable), in the case of restricted stock, or when shares are issuable in connection with vesting, in the case of an RSU. Income tax is paid on the value of the stock or units at ordinary rates when the restrictions lapse, and then at capital gain rates when the shares are sold.

        Section 409A of the tax code affects taxation of awards to employees but does not affect our ability to deduct deferred compensation. Section 409A applies to RSUs, performance units, and performance shares. Such grants are taxed at vesting but will be subject to new limits on plan terms governing when vesting may occur. If grants under such plans do not allow employees to elect further deferral on vesting or on distribution, under the regulations, a negative impact should not attach to the grants.

        Section 409A of the tax code does not apply to incentive stock options, non-qualified stock options (that are not discounted), and restricted stock, provided that there is no deferral of income beyond the vesting date.

        As described above, awards granted under the Plan may qualify as performance-based compensation under Section 162(m) of the tax code. To qualify, stock options and other awards must be granted under the Plan by a committee consisting solely of two or more outside directors (as defined under Section 162 regulations) and satisfy the Plan's limit on the total number of shares that may be awarded to any one participant during any calendar year. In addition, for awards other than stock options to qualify, the grant, issuance, vesting, or retention of the award must be contingent upon satisfying one or more of the performance criteria set forth in the Plan, as established and certified by a committee consisting solely of two or more outside directors.

New Plan Benefits Table

        We have not determined the type, amount or recipients of awards under the Plan. Accordingly, we provide the following table which reflects the awards granted in 2011 pursuant to the 2009 Incentive

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Plan to the persons and groups indicated. All of such awards were in the form of restricted stock that vest on a "cliff-vesting" basis five years after grant.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE PROPOSAL TO ADOPT THE ONE LIBERTY PROPERTIES, INC. 2012 INCENTIVE PLAN. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY OTHERWISE.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 2)3)

General

        The audit committee and the board of directors is seeking ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.2012. A representative of Ernst & Young LLP is expected to be present at theour annual meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

        We are not required to have our stockholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. We are doing so because we believe it is good corporate practice. If the stockholders do not ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young LLP, but may, in its discretion, decide to retain such independent registered public accounting firm. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the companyour and its stockholders.our stockholders' interests.

        The affirmative vote of the holders of a majority of our outstanding shares of common stock present at the meeting, in person or by proxy, is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010. THE PERSONS NAMED IN THE PROXY CARD INTEND TO VOTE SUCH PROXY FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS YOU INDICATE THAT YOUR SHARES SHOULD BE VOTED OTHERWISE.2012.

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Audit and Other Fees

        The following table presents the fees for professional audit services billed by Ernst & Young LLP for the services and years indicated:

        As the company entered 2009, the compensation committee was concerned about the overall economy and the effects that the national recession would have on the retail industry and on the commercial real estate markets.        Based on the individual performance of Patrick J.Messrs. Callan Jr. and Lawrence G. Ricketts Jr.,in 2010 and in light of, among other things, our acquisition of 14 properties for $72.3 million and the increase of more than 75% in our stock price during 2010, the compensation committee concluded that an increase in base salary for 2011 was appropriate but that in view of concerns about the coming year it determined to limit the increases to approximately 4%.appropriate. In analyzingrecommending bonuses for 20092011 (which were paid in 2012 for services rendered during 2011), the compensation committee took into considerationviewed as positives the positivesestimated increases from the prior year of 2009, including increasesapproximately $0.13 in rental revenues, net income andper share, $0.03 per share in each of funds from operations but approved 14% decreasesand adjusted funds from operations, the six properties acquired in 2011 for an aggregate of approximately $28 million and the bonusfollow on public offering from year-to-year, due to the fact that total shareholder return for 2009 was, in its view, inadequate, primarily due to the depressed market price for our shares.which we received net proceeds of approximately $40.7 million.

        In 2009,2011, the total compensation of Patrick J. Callan, Jr., our president and chief executive officer, was 90.4%80.8% greater than the total compensation of Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer. We have not adopted a policy with regard to the relationship of compensation among our executive officers or other employees. The compensation committee considered the differential in compensation and, basedBased upon their respective responsibilities and experience, it was concluded that the differential was appropriate.

Long-term Equity and Equity Incentive Awards

        We believe that our long-term equity and equity incentive compensation program,programs, using restricted stock awards with five-year cliff vesting provides motivationand RSU's with seven-year cliff vesting, is an appropriate incentive for our officers and is a beneficial retention tool. We are mindful of the potential dilution and compensation cost associated with awarding shares of restricted stock and RSU's and, therefore our policy is to minimize dilution. In 2009,2011, we awarded 74,040 shares of restricted stock with an aggregate grant date fair value of 175,025$1,198,708—such shares representing 1.57%represented 0.51% of our issued and outstanding shares as ofat December 31, 2009. Of these 175,025 shares, 72,275 shares were awarded effective as of February 26, 2010, but for financial statements purposes, these shares are considered granted in December 2009 pursuant to generally accepted accounting principles, because the grants were approved by our board and communicated to the grantees in December 2009.2011. In the past five years ended December 31, 2011, we have awarded an aggregate of 367,600551,715 shares of common stock (including 200,000 RSU's), representing an average of .60%0.82% per annum of our outstanding shares of common stock as of the respective year ends. We believe the cumulative effect of the awards is not overly dilutive and has created significant incentiveincentives for our officers and employees.

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        After reviewing the aggregate compensation received by our full-time named executive officers, our performance in 2008,2011, and the performance and responsibilities of each named executive officer, and taking into account our policy of minimizing stockholder dilution, in 20092012 we awarded 12,00012,500 shares of restricted stock to Patrick J. Callan, Jr., 10,000 shares of restricted stock to Lawrence G. Ricketts, Jr., and 6,7007,400 shares of restricted stock to each of David W. Kalish, Fredric H. Gould David W. Kalish and Mark H. Lundy. In addition, Messrs. Callan, Fredric H. Gould, Kalish, Ricketts and Lundy were awarded 8,400, 4,700, 4,700, 7,000 and 4,700Generally, all of such shares of restricted stock, respectively, effective as of February 26, 2010. For financial statements purposes, these shares are considered grantedvest in December 2009 pursuant to generally accepted accounting principles, because the grants were approved by our board and communicated to the granteesfull, assuming continued employment, in December 2009.2017.

        We intend to continue to award restricted stock as we believe (i) restricted stock awards align management's interests and goals with stockholders' interests and goals and (ii) officers and employees

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are more desirous of participating in a restricted stock award program and, therefore, it is an excellent motivator and employee retention tool.

Equity Compensation Policies

We dohave not havemade any policy regarding ownership requirements for officersdetermination as to whether we will award any RSU's or directors. In view ofstock options in the fact that all of our officers and directors own our shares of common stock (and many of our officers hold a significant number of shares of our common stock), we do not believe there is a need to adopt of a policy regarding ownership of shares of our common stock by our officers and directors.future.

Perquisites

        The perquisites we provide to our full-time officers account represent a small percentage of the compensation paid by us to these officers. We believe that such perquisites are competitive and appropriate.

Employment and Severance Agreements

        We do not enter into employment agreements or severance agreements with any of our officers or employees as we believe such agreements are not beneficial to us, and that we can provide sufficient motivation to officers by using other types of compensation.

Change of Control Agreements; Potential Payments upon Change of ControlPost-Employment Benefit Programs

        Except for provisions for accelerated vestingThe following table sets forth the value (based on our stock price of $16.50 per share as of December 30, 2011) of equity awards that would vest upon the occurrence of our restricted stock in a "change of control" transaction, we do not provide for any change of control payment or protection to our officers, directors or employees. Upon a change of control, the restricted stock issued to our officers, directors, employees and consultants would automatically vest. This is the only automatic compensation benefit our officers would receive in a change of control transaction. In the event that a change of control occurredspecified events as of December 31, 2009,2011:

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GRANT OF PLAN BASED AWARDS DURING 2011

        The following table summarizes information regarding restricted stock awards granted in 2011 pursuant to our 2009 Incentive Plan:

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GRANT OF PLAN-BASEDOUTSTANDING EQUITY AWARDS DURING 2009AT FISCAL YEAR END

        The following table provides information as of December 31, 2011 about the outstanding equity awards held by our named executive officers: