What items will be voted on at the Annual Meeting?
Shareholders will vote on the following items at the Annual Meeting:
Proposal 1: the election of the nineeight trustees named in this Proxy Statement, each to serve until our annual meeting of shareholders held in 20242025 and until their successors are duly elected and qualify;
Proposal 2: the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023;2024;
Proposal 3: the approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in this Proxy Statement; and
Proposal 4: the approval of the Urban Edge Properties 2024 Omnibus Share Plan.
In addition, shareholders will vote on such other business as may properly come before the Annual Meeting, including any adjournments or postponements thereof.
What is the Board’s voting recommendation for each item to be considered at the Annual Meeting?
The Board recommends that you vote your shares as follows:
Proposal 1: “FOR” the election of the nineeight trustee nominees named in this Proxy Statement;
Proposal 2: “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023;2024;
Proposal 3: “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in this Proxy Statement; and
Proposal 4: “FOR” the approval of the Urban Edge Properties 2024 Omnibus Share Plan.
What vote is required to approve the proposals?
Once a quorum is present, the following vote is required to approve each proposal:
Proposal 1: Each trustee nominee shall be elected by the affirmative vote of a majority of the votes cast with respect to that trustee nominee’s election.
Proposals 2, 3 and 3:4: The ratification of the appointment of Deloitte & Touche LLP, and the non-binding advisory approval of the compensation of our named executive officers, and the approval of the Urban Edge Properties 2024 Omnibus Share Plan must each be approved by the affirmative vote of a majority of the votes cast on each proposal.
Other Items: The Board does not currently know of any other matters that may properly be brought before the Annual Meeting.
What is the quorum for the Annual Meeting?
The presence online or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. At the close of business on the record date, March 6, 2023,4, 2024, there were 117,561,409 Common Shares118,787,400 common shares of beneficial interest (the “Common Shares”) issued and outstanding. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you:
Are present in person online at the Annual Meeting; or
Have authorized a proxy on the Internet, by telephone or by properly submitting a proxy card or vote instruction form by mail.
If a quorum is not present at the Annual Meeting, the chairman of the meeting may adjourn the Annual Meeting sine die or from time to time to a date not more than 120 days after the original record date of March 6, 20234, 2024 without notice other than announcement at the Annual Meeting.