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, and Robert C. Milton III and Genevieve Kelly 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, 2022.2024. 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, the advisory resolution to approve the compensation of our named executive officers or the determinationapproval of the frequency of future advisory votes on the compensation of our named executive officers,Urban Edge Properties 2024 Omnibus Share Plan, 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.

Our Board currently consists of tennine 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: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 diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.

Jeffrey S. Olson, SusanMary L. Givens,Baglivo, Steven H. Grapstein, Steven J. Guttman, Norman K. Jenkins, Kevin P. O'Shea, Steven RothCatherine D. Rice, Katherine M. Sandstrom and Douglas W. Sesler have been nominated to serve on the Board until our 20232025 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 trusteeTrustee nominee will be elected by the affirmative vote of a majority of the votes cast with respect to that Trustee’s election.

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 throughas a result of, among other factors, (i) the appointment of a Lead Trustee, who provides significant independent oversight of the Board, and with(ii) all members of the Board, as a wholeother than Mr. Olson, being primarily comprised of members independent of management.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; (iii)(iv) personal relationships between a Trustee (or a member of the Trustee’s immediate family) with a member of the Company’s management; and (iv)(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. In determining that Ms. Lane qualified as an independent director for purposes of her service on the Compensation Committee,making this determination, the Board considered her membershipthe relationships described under the caption “Certain Relationships and Related Transactions” beginning on the board of directors of The TJX Companies, Inc., which is one of our largest tenants. The Board’s conclusion that this relationship did not impair Ms. Lane’s independence for purposes of her service on the Compensation Committee was primarily based on the fact that Ms. Lane serves as an independent, non-employee director of The TJX Companies, Inc., which is a relationship that is deemed immaterial pursuant to the categorical standards adopted by the Board.page 69.

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). Susan L. Givens has beenNorman K. Jenkins was elected by our independent Trustees to serve as our Lead Trustee effective May 4, 2022 following the expiration of the Board term of our current Lead Trustee, Amy B. Lane.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 “About Us - Governance - Corporate Governance Guidelines”, or by requesting a copy in print, without charge, by contacting our Secretary at 888 Seventh Avenue, New York, New York 10019. 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 three 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 “About Us - Governance.” The information contained on or available through our website is not part of this Proxy Statement.

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 “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 the Chair of the Audit Committee, qualifiesand 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 3130 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 madereviewed 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 “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 5758 of this Proxy Statement.

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 2021,2023, 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: Amy B, LaneSteven H. Grapstein (Chair), SusanMary L. Givens, Michael A. Gould and Kevin O'Shea.Baglivo, Norman K. Jenkins was added to the Compensation Committee in the first quarter of 2022.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 2021,2023, the Board held ninefive meetings, the Audit Committee held sevensix meetings, the Compensation Committee held sevensix meetings and the Corporate Governance and Nominating Committee held sixfour meetings. In 2021,2023, 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 (except for Mr. Guttman, who is not re-running as Trustee for the 2024-2025 board term) 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 20212023 annual meeting of shareholders was attended by all Trustees.Trustees except Mr. Guttman.

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 process used to identify a nominee to serve as a member of the Board will depend on the qualities being sought, but 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, experience 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 diversity of 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, 888 Seventh Avenue, New York,

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.

The company’s Board of Trustees oversees the company’s ESG program overall and, in June 2022, delegated certain ESG oversight responsibilities to the Board’s Corporate Governance and Nominating Committee. In 2020,order to further our ESG goals, we established an executive ESGa management committee, the Environmental, Social and Governance Steering Committee to facilitate portfolio-wide implementation(the “ESG Steering Committee”), that is comprised of our ESG strategy. The ongoing mandatemembers of the ESG Steering Committee is to develop, implement and monitor ESG performance strategies and policies across our portfolio, as well as to contribute to their continuous development in a fluid policy landscape.cross-functional management. The ESG Steering Committee reportsmeets periodically and is focused on setting, implementing, tracking, measuring, and communicating our progress related to ESG initiatives. The ESG Steering Committee has developed a comprehensive suite of ESG policies that inform and guide our chief executive officerESG approach and periodically updates the Boarddrive our ESG goals forward.

We seek to drive financial performance while engaging in environmentally and progresssocially responsible business practices grounded in sound corporate governance. We believe that disclosure of our ESG strategy.practices allows our stakeholders to see our company holistically and understand its trajectory beyond fundamentals and financial metrics. We have aligned our sustainability practices in accordance with the Global Reporting Initiative (GRI) standards as well as the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) frameworks, which we believe enables us to provide stakeholders with consistent and comparable ESG information. On an annual basis, we publish an ESG Report and complete a Global Real Estate Sustainability Benchmarks (GRESB) submission to continue to measure our progress against peers. The recast of our unsecured revolving credit facility includes an ESG pricing clause, which provides that an improvement in our GRESB score that meets certain levels entitles us to reduce the applicable interest margin. Additionally, we incorporated five United Nations Sustainable

We have implemented a suite of ESGroutinely reassess our plans and policies to informevaluate compliance with regional and guide our ESG strategy and goals, and plan to implement additional policiesnational requirements as part of a three-year ESG roadmap that will seek to align our ESG strategy withwell as industry best practices.

We are dedicated to ensuring a sustainable and responsible approach to our operations. We prioritize the measurement, benchmarking, and reporting of our ESG roadmap provides short, mediumactivities, which have become an integral part of our overall business operations. We have implemented and long-term action items,plan to continue to implement policies and practices with the goal of supporting the continued reduction of energy (thereby reducing greenhouse gas emissions), water usage, and waste production 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. Additionally, we continue to explore solar and alternative energy opportunities to further reduce our consumption and carbon footprint. Lastly, we use native landscaping at our properties because it creates a lasting, beneficial impact on the ecosystem.

We have implemented green lease language in all new leases, including strategy activities (establishing goals and targets and developing an environmental management system and environmental policies), implementation activities (data management and stakeholder engagement),several clauses designed to promote sustainability measures. Due to these efforts, Urban Edge received a Green Lease Leader award and recognition activities (corporate reporting). We seek to establish portfolio-level goalsfrom the Green Lease Leaders program developed by the Institute for Market Transformation (IMT) and targets (and track and report progress against such goals and targets), create an environmental management system, and implement the sustainability policies and plans that we have developed to date. Additionally, we aim to enhance tenant engagement by leveraging and expanding our tenant communication plans, which include surveys, newsletters and updates, to ensure that tenants are kept up to date on our ESG strategy.

We are committed to maintaining sustainable operations across our portfolio and believe that our long-term sustainability goals will provide positive financial and environmental outcomes for shareholders, tenants, employees and the communities in which we invest. We are working closely with our stakeholders

Our community involvement includes donations to various charitable organizations, hospitals, and consultants to establish greenhouse gas (GHG), water, and waste reduction targets, and we have undertaken a number of initiatives in an effort to make our portfolio both high-performing and sustainable.

We believe that produces approximately 225,000 kilowatt-hour of renewable energy an annual basis. We are currently reviewing additional solar energy opportunities that will further reduce GHG emissions across the portfolio.

At December 31, 2023, 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. Additionally, the Company launched 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 development, and we strive to create a dynamic environment where all employees can achieve and contribute. Additionally, we recognize that our success is based on the attraction, retention, development, engagement and empowerment of a diverse pool of talent. As a result, we are committed to formalizing and growing diversity, equity, and inclusion efforts in our organization.growth.

Our employees enjoy excellent subsidized health and wellness benefits, professional training and development workshops, on-site meals, ergonomic office equipment, telecommuting opportunities and generous policies encouraging work/life balance. We have created an employee wellness program which spans the entire year and focuses on five pillars of health and wellness, both inside and outside of the office. The areas of focus for this program include financial, emotional, physical, social and community wellness. Each month there is a theme with associated activities and employee incentives including the ability to earn additional money for health savings accounts.

Through our Wellness program, recently launched volunteer platformwellness and quarterly Town HallDE&I programs and town hall meetings with all employees, among other initiatives, we continually strive to provide a workplace environment where employees are informed, engaged, feel empowered and can succeed.

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 a ten-member Board.nine-member Board, which following the Annual Meeting, will be reduced to eight members. 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 composedcomprised of independent Trustees, and independent Trustees conduct regular executive sessions. Trustees conduct a robust annual 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 that occur frequently.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.

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 programprograms 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, 888 Seventh Avenue, New York, New York

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 2021,2023, Ferguson Partners Consulting 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 20212023 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.

The following table lists the number of Common Shares and units in UELP beneficially owned, as of March 7, 2022,4, 2024, 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 7, 20224, 2024 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 7, 2022,4, 2024, the following Common Shares and units were issued and outstanding: (i) 117,429,657118,787,400 Common Shares, (ii) 4,839,4132,638,724 common units of limited partnership interests in UELP (“Common Units”) (other than Common Units held by the Company) and (iii) 2,015,1573,467,852 LTIP Units (excluding unearned performance-based LTIP Units, which may be earned based on the achievement of performance-based vesting hurdles).

Unless otherwise indicated, the address of each named person is c/o Urban Edge Properties, 888 Seventh Avenue, New York, NY 10019.

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, 2022,2024, 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, 20212023 and 2020:2022:

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 $150,000. 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 20212023 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, 2021.2023.

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 ”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, 2021.2023. During 2021,2023, 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 the NEO'sour 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”), FFO as adjusted per share growth and same-property NOI growth, all measured over a cumulative three-year period. As shown below, our CEO’s compensation is 84%86% performance-based/at-risk and the average performance-based/at-risk compensation amount for our other NEOs is 75%77%.

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 2021:2023:

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.

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 February 2021,2023, the Compensation Committee elected to increase Mr.Messrs. Langer and Milton’s base salaries by approximately 2%,3% to maintain competitiveness with peers. Mr. Mooallem commenced employment on January 9, 2023, and maintainhis base salary levels for each ofreflects the other NEOs.starting annual amount. Mr. Olson’s base salary was maintained at the same level as 2022 as it was deemed appropriately market competitive.

We implementedutilized a predominantly formulaic short-term incentive compensation program in 20212023 (the “2021“2023 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 paid 100%metrics. In 2023, executives were provided with a one-time opportunity to elect to receive unvested LTIP Units in cash. The prior year’s short-term incentive program was discretionary due tolieu of any earned cash bonus and receive a dollar-for-dollar match in the impact and uncertainty created by Covid-19.form of additional unvested LTIP Units (further detailed under “Alignment of Interest Award” below).

The 20212023 STI Program sets forth threshold, target and maximum award levels for each NEO as a percentage of their base salaries as follows: