UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ¨x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

March 27, 201525, 2016

Dear Shareholder:

Please accept our invitation to attend our Annual Meeting of Shareholders on Wednesday, May 6, 20154, 2016 at 10:00 a.m. This year’s meeting will be held at AMP by Strathmore located at the Trust’s Pike & Rose property, 11810 Grand Park Avenue, North Bethesda, Maryland.

The business to be conducted at the meeting is described in the formal notice that follows. In addition, management will provide a review of 20142015 operating results and discuss the outlook for the future. After the formal presentation, our Trustees and management will be available to answer any questions you may have.

You mayYour vote by mail by completing, signing and returningis important to us. Please take this time to vote via the enclosed proxy card. You also may vote eitherInternet (www.voteproxy.com) or by telephone (1-800-PROXIES or 1-800-776-9437) or on the Internet (www.voteproxy.com) by following the instructions on your proxy card. We also encourage you to read the section titled “How may “registered” shareholders and shareholders holding Shares in “street name” elect to receive future shareholder materials electronically” included in this proxy statement. This section provides information on how to receive future shareholder materials, including proxy materials and annual reports, electronically either through e-mail or by accessing the Internet rather than by mail. These online services not only allow you to access these materials more quickly than ever before, but help us reduce printing and postage costs and be more environmentally friendly while decreasing the amount of paper delivered to your home.

Your vote is important and we urge you to vote by one of the three methods mentioned above..

We look forward to seeing you on May 6.4.

Sincerely,

Joseph S. Vassalluzzo		Donald C. Wood
Non-Executive Chairman of the Board		President and Chief Executive Officer

FEDERAL REALTY INVESTMENT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 6, 20154, 2016

To Our Shareholders:

The 20152016 Annual Meeting of Shareholders of Federal Realty Investment Trust (the “Trust”) will be held at AMP by Strathmore located at11810at 11810 Grand Park Avenue, North Bethesda, Maryland, on Wednesday, May 6, 2015,4, 2016, at 10:00 a.m. for the purpose of considering and acting upon the following:

Shareholders of record at the close of business on March 20, 201518, 2016 are entitled to notice of and to vote at the Annual Meeting.

For the Trustees:

Dawn M. Becker

Executive Vice President—General

Counsel and Secretary

Your vote is important. Even if you plan to attend the meeting, please vote by completing, signing and returningvia the enclosed proxy card by mail,Internet (www.voteproxy.com) or by telephone (1-800-PROXIES or 1-800-776-9437) or on the Internet (www.voteproxy.com) by following the instructions on the Notice of Internet Availability or Proxy Materials or as instructed in the accompanying proxy. If you received or requested a copy of the proxy card by mail or by e-mail, you may submit your vote by mail; however, we encourage you to vote via the Internet or by telephone. These methods are convenient and save us significant postage and processing charges. If you attend the meeting, you may revoke your proxy card.and vote in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 20154, 2016

The 20152016 Proxy Statement and 20142015 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2014,2015, are available at www.federalrealty.com.

TABLE OF CONTENTS

FEDERAL REALTY INVESTMENT TRUST

1626 East Jefferson Street, Rockville, Maryland 20852

PROXY STATEMENT

March 21, 2015

We are providing these proxy materials in connection with the 20152016 Annual Meeting of Shareholders (“Annual Meeting”) of Federal Realty Investment Trust (the “Trust”). These materials will assist you in voting your common shares of beneficial interest of the Trust (“Shares”) by providing information on matters that will be presented at the Annual Meeting.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials including this proxy statement and our 2015 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”), to each shareholder by providing access to such documents on the Internet instead of mailing printed copies unless the shareholder has previously requested to receive these materials by mail or e-mail. On or about March 25, 2016, we mailed to our shareholders who have not previously requested to receive these materials by mail or e-mail a “Notice of Internet Availability of Proxy Materials” (“Notice”) containing instructions on how to access and review this proxy statement and our Annual Report and submit your vote on the Internet or by telephone. You cannot vote by marking the Notice and returning it. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or Annual Report unless you follow the instructions for requesting these materials included in the Notice.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Trustees (the “Board” or “Board of Trustees”) of the Trust is soliciting your proxy to vote on matters that will be presented at our Annual Meeting.

Who is paying for the solicitation of proxies?

The cost of this solicitation of proxies will be borne by us. We may solicit proxies through the mail, Internet, in person and by telephone or facsimile, and may request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the beneficial owners of Shares and reimburse them for their reasonable expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate.

When will the Annual Meeting take place?

The Annual Meeting will be held at 10:00 a.m. EDT, Wednesday, May 6, 2015,4, 2016, at AMP by Strathmore, 11810 Grand Park Avenue, North Bethesda, Maryland.

What is the purpose of the Annual Meeting?

To vote on the following matters:

What are the Board’s recommendations?

The Board recommends a vote:

Why am I receiving these proxy materials?

You are receiving these materials because you owned our Shares as a “registered” shareholder or you held Shares in “street name” at the close of business on the record date for the Annual Meeting and that entitles you to vote at our Annual Meeting.

What is the difference between a “registered” shareholder and holding Shares in “street name?”

If your Shares are registered directly in your name with American Stock Transfer and Trust Company, our transfer agent, you are a “registered” shareholder. If you own Shares through a broker, bank, trust or other nominee rather than in your own name, you are the beneficial owner of the Shares, but considered to be holding the Shares in “street name.”

Why did I receive a “Notice of Internet Availability of Proxy Materials” in the mail instead of a paper copy of proxy materials?

As permitted by the Securities and Exchange Commission (“SEC”), we are furnishing proxy materials including this proxy statement and our 2014 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2014, to our shareholders who hold their Shares in “street name” by providing access to such documents on the Internet instead of mailing printed copies. A “Notice of Internet Availability of Proxy Materials” (“Notice”) describes how to access and review our proxy materials online, how to submit your vote online and how to request a printed copy of our proxy materials. The Notice is being mailed to our shareholders who hold their Shares in “street name” on or about March 27, 2015.

Can I vote my Shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by (i) Internet, (ii) telephone, (iii) requesting and returning a paper proxy card or voting instruction form; or (iv) submitting a ballot in person at the meeting.

Why did I receive a paper copy of the proxy materials?

This proxy statement, the accompanying proxy card and our 2014 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2014, are being mailed to our “registered” shareholders on or about April 1, 2015 who have not elected to receive proxy materials electronically.

How may “registered” shareholders and shareholders holding Shares in “street name” elect to receive future shareholder materials electronically?

Opting to receive all future proxy materials electronically saves us the cost of producing and mailing documents to your home or business and helps us to conserve natural resources. “Registered” shareholders who wish to receive their proxy materials electronically rather than by mail may register to do so on American Stock Transfer & Trust Company’s website atwww.amstock.com. “Registered” shareholders who choose to receive future proxy materials electronically will receive an email containing links to our proxy materials. “Registered” shareholders who hold Shares in different ways (i.e., joint tenancy, trusts, custodial accounts) or in multiple accounts will need to complete this process for each account. Your election to receive your proxy materials by electronic email delivery will remain in effect for all future annual meetings until you revoke it.

If you own Shares in “street name” and wish to receive your proxy materials electronically via an email containing links to our proxy materials, you must contact your broker, bank, trust or nominee for instructions on how to receive future proxy materials in this manner. Shareholders who hold Shares in “street name” in different ways (i.e., joint tenancy, trusts, custodial accounts) or in multiple accounts will need to complete this process for each account. Your election to receive your proxy materials by electronic email delivery will remain in effect for all future annual meetings until you revoke it.

Who is entitled to vote at the Annual Meeting?

The Board established March 20, 201518, 2016 as the record date for the Annual Meeting. Holders who owned our Shares at the close of business on that date are entitled to receive notice of and may attend and vote at the Annual

Meeting or any postponements or adjournments of the meeting. We had 68,677,81670,861,269 Shares outstanding on March 20, 2015.18, 2016.

How many votes must be present to hold the Annual Meeting?

A quorum is required for our shareholders to conduct business at the Annual Meeting. A quorum occurs when a majority of the Shares entitled to vote at the Annual Meeting are present in person or by proxy. Properly executed proxy cards marked “for,” “against”, “withhold” or “abstain” and broker “non-votes” will be counted as present at the Annual Meeting for purposes of determining a quorum.

How many votes do I have?

As to each item, you are entitled to cast one vote per Share; however, as to the election of Trustees, you are entitled to cast one vote per Share for each of the seven open trustee positions. The proxy card indicates the number of Shares you owned on the record date.

What if I don’t vote my Shares?is a proxy?

If you do notA proxy is your legal designation of another person (the “proxy”) to vote your Shares on your behalf. By completing your proxy through the Internet, by telephone or by returning a completed proxy card, you are giving Dawn M. Becker and James M. Taylor, Jr. the authority to vote your Shares will not be counted for purposes of determining a quorum or for determining whetherin the matters presented at the meeting are approved.manner you indicate on your proxy.

What ifHow do I return my proxy card but don’t give specific voting instructions?vote?

If you are a “registered” shareholder, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual

Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the Annual Meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by any of the following methods:

Voting by Telephone or Through the Internet. If you are a “registered” shareholder, you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on May 3, 2016. Please see the Notice or proxy card for instructions on how to access the telephone and Internet voting systems.

Voting by Proxy Card. Each “registered” shareholder electing to receive shareholder materials by mail may vote by proxy by using the accompanying proxy card. If you return a proxy card that is properly signed and completed, the Shares represented by your proxy will be voted as you specify on the proxy card. If you sign and return youra proxy card without indicating how you want your Shares to be voted, Dawn M. Becker and James M. Taylor, Jr. will vote your Shares in accordance with the recommendations of the Board. If

For those of you ownholding your Shares in “street name,” we have supplied copies of our proxy materials for the Annual Meeting to the broker, bank, trust or other nominee holding your Shares of record and they have the responsibility to send these proxy materials to you. You must either direct the broker, bank, trust or nominee as to how to vote your Shares, or obtain a proxy from the broker, bank, trust or nominee to vote at the Annual Meeting. Please refer to the notice of internet availability of proxy materials or the voter instruction card used by your broker, bank, trust or nominee for specific instructions on methods of voting, including by telephone or using the Internet. If you mustfail to give your broker, bank, trust or nominee specific instructions on how to vote your Shares with respect to Items 1 3 and 4. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your Shares on those matters,3, your vote will NOT be counted for those matters. It is important for every shareholder’s vote to be counted on these matters so we encourage you to provide your broker, bank, trust or nominee with voting instructions. If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your Shares on Item 2, such broker, bank, trust or nominee will generally be able to vote on Item 2 as he, she or it determines.

What is a proxy?if I don’t vote my Shares?

A proxy is your legal designation of another person (the “proxy”) toIf you do not vote your Shares, on your behalf. By completing and returning the enclosed proxy card, you are giving Dawn M. Becker and James M. Taylor, Jr. the authority to vote your Shares inwill not be counted for purposes of determining a quorum or for determining whether the manner you indicate on your proxy card.matters presented at the Annual Meeting are approved.

What if I return my proxy card but abstain?

Abstentions are counted as present for determining a quorum; however, abstentions will have no effect on any of the items to be considered at the Annual Meeting.

May I change my vote after I return my proxy card?proxy?

Yes. A proxy may be revoked by a “registered” shareholder at any time before it is exercised at the Annual Meeting by submitting a proxy bearing a later date or by voting in person at the Annual Meeting. If you hold your Shares in “street name,” you must contact your broker, bank, trust or other nominee to determine how to revoke your original proxy. In general, submitting a subsequent proxy executed by the party that executed the original proxy will revoke the earlier proxy.

Why did I receive more than one Notice, proxy card, voting instruction form and/or email?

You will receive more than one Notice, proxy card, voting instruction form or email, or any combination of these, if you hold your Shares in different ways (i.e., joint tenancy, trusts, custodial accounts) or in multiple

accounts. You should provide voting instructions for all Notices, proxy cards, voting instruction forms and email links you receive.

Are there other matters to be acted upon at the Annual Meeting?

The Trust does not know of any matter to be presented at the Annual Meeting other than those described in the proxy statement. If, however, other matters are properly presented for action at the Annual Meeting, Dawn M. Becker and James M. Taylor, Jr. will have the discretion to vote on such matters in accordance with their best judgment.

Who is paying for the solicitation of proxies?How may “registered” shareholders and shareholders holding Shares in “street name” elect to receive future shareholder materials by electronic mail (“email”) delivery?

TheOpting to receive all future proxy materials via email delivery is another method of saving us the cost of producing and mailing documents to your home or business and helps us to conserve natural resources. “Registered” shareholders who wish to receive their proxy materials in this solicitationmanner may register to do so on American Stock Transfer & Trust Company’s website atwww.amstock.com in which case you will receive an email containing links to our proxy materials. If you own Shares in “street name” and wish to receive proxy materials via an email containing links, you must contact your broker, bank, trust or nominee for instructions on how to receive future proxy materials in this manner. Shareholders who hold Shares in different ways (i.e., joint tenancy, trusts, custodial accounts) or in multiple accounts will need to complete the applicable process for each account. Your election to receive your proxy materials by email delivery will remain in effect for all future annual meetings until you revoke it.

How can I obtain paper copies of proxiesfuture shareholder materials?

Shareholders can access this Proxy Statement, our Annual Report and our other filings with the Securities and Exchange Commission (“SEC”) on the Investors page of our website atwww.federalrealty.com. A copy of our Annual Report, including the financial statements and financial statement schedules (“Form 10-K”) is being provided to shareholders along with this Proxy Statement. The Form 10-K includes certain exhibits, which we will provide to you only upon request, addressed to Investor Relations at 1626 East Jefferson Street, Rockville, Maryland 20852. The request must be borneaccompanied by us. In additionpayment of a fee to cover our reasonable expenses for copying and mailing the Form 10-K.

The SEC’s rules permit us to deliver a single Notice or single set of Annual Meeting materials to one address shared by two or more of our shareholders unless we have received contrary instructions from shareholders. This procedure, referred to as “householding”, reduces the volume of duplicate information shareholders receive and can result in significant savings on mailing and printing costs. To take advantage of this opportunity, only one Notice, Proxy Statement and the Annual Report is being delivered to multiple shareholders who share a single address, unless any shareholder residing at that address gave contrary instructions. If any shareholder sharing an address with another shareholder desires at this time to receive a separate copy of this Proxy Statement and the Annual Report or wishes to receive a separate proxy statement and annual report in the future, or receives multiple copies of the proxy statement and Annual Report and wishes to receive a single copy, the shareholder should provide such instructions by calling our Investor Relations Department at (800) 937-5449, by writing to Investor Relations at 1626 East Jefferson Street, Rockville, Maryland 20852, or by sending an e-mail to Investor Relations atIR@federalrealty.com.

If you elected to receive our shareholder materials via the Internet or via email delivery, you may request paper copies, without charge, by written request addressed to the use of the mail, we may solicit proxies in person and by telephone or facsimile, and may request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the beneficial owners of Shares and reimburse them for their reasonable expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate.address set forth above.

What if I have questions about the Notice, voting or electronicemail delivery?

Questions regarding the Notice, voting or electronicemail delivery should be directed to our Investor Relations Department at (800) 937-5449 or by email atIR@federalrealty.com.

SHARE OWNERSHIP

Who are the largest owners of Shares?

Based upon our records and the information reported in filings with the SEC, the following were beneficial owners of more than 5% of our Shares as of March 20, 2015:18, 2016:

(2)

Information based on a Schedule 13G/A filed with the SEC on February 10, 20152016 by The Vanguard Group, Inc.Group. The Schedule 13G/A states that The Vanguard Group, Inc., an investment advisor, has sole voting power over 159,301169,618 Shares, shared voting power over 55,30059,500 Shares, sole dispositive power over 9,287,8199,969,728 Shares and shared dispositive power over 121,599132,806 Shares; that Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 39,79946,716 Shares as a result of serving as investment manager of collective trust accounts, the voting of which it directs; and that Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 201,302208,992 Shares as a result of serving as investment manager of Australian investment offerings, the voting of which it directs.

(3)

Information based on a Schedule 13G/A filed with the SEC on January 9, 20158, 2016 by BlackRock, Inc., which states BlackRock, Inc., a parent holding company, has sole voting power over 7,171,9687,832,627 Shares, sole dispositive power over 7,578,0578,338,015 Shares and that none of its subsidiaries owns 5% or more of Shares.Shares other than BlackRock Fund Advisors. The Schedule 13G/A states that BlackRock, Inc.’s subsidiaries are BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG , BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd., BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd., BlackRock Investment Management, LLC, BlackRock Japan Co. Ltd. and BlackRock Life Limited.

(4)

Information based on a Schedule 13G/A filed with the SEC on February 6, 20159, 2016 by Vanguard Specialized Funds – Funds—Vanguard REIT Index Fund. The Schedule 13G/A states that Vanguard Specialized Funds – Funds—Vanguard REIT Index Fund, an investment company registered under Section 8 of the Investment Company Act of 1940, has sole voting power over 5,026,7264,978,229 Shares.

(5)

Information based on a Schedule 13G filed with the SEC on February 12, 20152016 by State Street Corporation, which states State Street Corporation, a parent holding company, has shared voting and dispositive power over 4,287,4984,778,001 Shares. The Schedule 13G also states that State Street Corporation’s subsidiaries are State Street Global Advisors France S.A., SSGA Funds Management, Inc., State Street Global Advisors Limited, State Street Global Advisors, Ltd., State Street Global Advisors, Australia, Limited, State Street Global Advisors Japan(Asia) Limited, State Street Global Advisors France, S.A., State Street Global Advisors (Japan) Co., Ltd. and State Street Global Advisors AsiaIreland Limited, each an investment advisor, and State Street Bank and Trust Company, a bank.

(6)

Information based on a Schedule 13G filed with the SEC on February 11, 2015 by Invesco Ltd. The Schedule 13G states that Invesco Ltd. is the parent holding company of the following subsidiary investment advisors: Invesco PowerShares Capital Management, Invesco Asset Management (Japan) Limited, Invesco Advisers, Inc., Invesco Asset Management Deutschland GmbH and Invesco Investment Advisers, LLC. The Schedule 13G also states that Invesco Ltd. has sole voting power over 1,888,825 Shares and sole dispositive power over 3,803,940.

How many Shares do our Trustees and executive officers own?

As of March 20, 2015,18, 2016, our Trustees and executive officers, both individually and collectively, beneficially owned the Shares reflected in the table below. The number of Shares shown in this table reflects beneficial ownership determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, therefore, includes unvested Shares and Shares that have not been issued but as to which options are outstanding and may be exercised within 60 days of the date of this proxy statement. Except as noted in the footnotes that follow the table, each Trustee and executive officer has sole voting and investment power as to all Shares listed. Fractional Shares have been rounded to the nearest full Share.

CORPORATE GOVERNANCE

Independence of Trustees

Article III, Section 1 of our Bylaws provides that no more than one of our Trustees can fail to qualify as independent under the requirements of the New York Stock Exchange (“NYSE”), the SEC, our Corporate Governance Guidelines and other applicable rules and regulations. At its first quarterly meeting each calendar year, the Board reviews all relationships between us and each Trustee to determine whether each Trustee is independent under all applicable requirements. That review includes a determination of whether there are any material relationships between us and the Trustee which, in the opinion of the Board, adversely affect the Trustee’s ability to exercise independent judgment as a trustee. The Board also considers independence on an ongoing basis throughout the year if there are any changes in circumstances that could impact a Trustee’s independence.

The Board, on recommendation of the Nominating and Corporate Governance Committee, and after considering all relevant facts and circumstances, determined in each of February 20142015 and February 20152016 that, except for Mr. Wood, the Trust’s Chief Executive Officer, each Trustee then serving on the Board satisfied all applicable requirements to be considered independent. In making that determination, the Board concluded that a Trustee’s position as a director of a company with which we do business does not constitute a material relationship so long as payments made by that company do not account for more than five percent (5%) of our gross revenues or more than ten percent (10%) of the gross revenues of that company. This standard is set forth in our Corporate Governance Guidelines. Further, the Board has concluded that except for Mr. Wood, who is an employee of the Trust, there are no relationships, material or otherwise, between us and any of the Trustees except as described below. All of these relationships were considered by the Board in making its determination that all Trustees other than Mr. Wood are independent. The specific relationships considered by the Board in

making its independence determinations were the following, which includes all of those relationships described in the “Certain Relationships and Related Transactions” section below:

Board of Trustees and Board Committees

Board of Trustees:

The Board of Trustees discharges its responsibilities through regularly scheduled meetings as well as through telephonic meetings, action by written consent and other communications with management as appropriate. During 2014,2015, the Board of Trustees held five meetings. The non-management Trustees (all of whom are independent) held four executive sessions at the meetings that were attended by all non-management Trustees. Mr. Vassalluzzo, the Non-Executive Chairman of the Board, presided over all Board meetings as well as all executive sessions of the non-management Trustees during 2014.2015. The Non-Executive Chairman of the Board is expected to preside over all future Board meetings and executive sessions of non-management Trustees.

Since 2003, we have operated under a governance structure where the Chairman of the Board and Chief Executive Officer are separate positions held by different individuals. At its meetings in February 2014 and 2015, theThe Board discussed whethercontinues to believe that this structure was stillis the best structure for us and concluded that it was.us. Having the Board operate under the leadership and direction of someone independent from management provides the Board with the most appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Trust. It also allows our Chief Executive Officer to focus his time on running our day-to-day business. The Board believes that one of the most important attributes for the Board is independence from management and that belief has been reflected in the separation of the chairman and CEO roles as well as in our Corporate Governance Guidelines which permit no more than one member of the Board to be a non-independent trustee.

Each of the Trustees attended at least 75%100% of all meetings of the Board and the Board committees on which each Trustee served during 2014. On an aggregate basis, the Trustees attended 99% of all Board and Board committee meetings on which each Trustee served in 2014.2015. Our Corporate Governance Guidelines provide that all Trustees are expected to attend all meetings of the Board and the Board committees on which he or she serves as well as the Annual Meeting of Shareholders. All Trustees attended our 20142015 Annual Meeting of Shareholders.

Board Committees:

The Board has three standing committees which are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee operates under a written charter which is available in the Investors section of our website atwww.federalrealty.com. Each member of these committees meets, and throughout 20142015 met, the independence, experience and, with respect to the Audit Committee, the financial literacy requirements, of the NYSE, the SEC and our Corporate Governance Guidelines. The membership, primary functions and number of meetings during 20142015 for each of these standing committees are described below:

Identifying individuals to stand for election as Trustees

The Nominating and Corporate Governance Committee (the “Nominating Committee”) is responsible for identifying individuals to stand for election as Trustees. It begins the process by determining whether there are any changes that should be made to the Board in terms of size or skill sets in order for the Board to appropriately perform its responsibilities. If the Nominating Committee concludes that no changes are needed, it first reviews each of the incumbent Trustees whose terms are expiring to determine whether those individuals should be nominated for reelection to the Board. If the Nominating Committee determines that the Board should be expanded or that the incumbent Trustees whose terms are expiring should not be nominated for reelection and those positions need to be filled, the Nominating Committee will seek recommendations from other Board members for possible candidates. If no appropriate candidates are identified,

the Nominating Committee will

consider retaining a search firm. Recommendations provided by shareholders will also be considered and will be evaluated on the same basis as all other Board candidates.

The primary factors included in the Nominating Committee’s determination are whether the individual possesses skills which are desirable for the effective oversight of the Trust’s operation and complementary to the skills of the other Trustees. If the individual is an incumbent Trustee, the Nominating Committee also considers whether he or she is performing his or her responsibilities as a Trustee well and adding value to the Board and its operations as reflected on the most recent individual Trustee evaluations. All candidates for election to the Board should, at a minimum, possess public company, real estate, retail and/or other financial experience and have a history of honesty, integrity and fair dealing with third parties. The Board has no specific policy on diversity but believes that Board membership should reflect diversity in a broad sense, including, among other things, geography, gender and ethnicity. In addition, the Board specifically reviews and considers the backgrounds, experience and competencies of each Trustee nominee and Trustee to ensure that the Board reflects as a whole an appropriate diversity of knowledge, experience, skill and expertise required to enable the Board to perform its responsibilities in managing and directing our business efficiently and effectively.

Once a candidate is identified who has not previously served on the Board, the Nominating Committee arranges meetings between the candidate and Board members as well as our senior management. The Nominating Committee also undertakes whatever investigative and due diligence activities it deems necessary to verify the candidate’s credentials and determine whether the candidate would be a positive contributor to the operations of the Board and a good representative of our shareholders. Critical to this whole process is the Nominating Committee’s determination that any candidate presented to the shareholders for election to the Board satisfies all of the independence requirements imposed by the NYSE, the SEC, our Corporate Governance Guidelines and other applicable rules and regulations.

Any shareholder may propose a candidate to be nominated for election to the Board by following the procedures outlined in Article II, Section 13 of our Bylaws. Any shareholder wishing to present a candidate for consideration as a Trustee for election at the Trust’s 20162017 Annual Meeting of Shareholders must provide the Nominating Committee with the name of the shareholder proposing the candidate as well as contact information for that shareholder, the name of the individual proposed for election, a resume or similar summary that includes the individual’s qualifications and such other factual information that would be necessary or helpful for the Nominating Committee to evaluate the individual. The information should be sent to the Nominating Committee, in care of the Trust’s Secretary, by no later than December 3, 2015November 25, 2016 so that the Secretary can forward it to the Nominating Committee chair for consideration. The Nominating Committee will not have sufficient time to evaluate any candidate submitted after that date. A copy of our Bylaws may be obtained by sending a written request to Investor Relations at 1626 East Jefferson Street, Rockville, MD 20852.

Risk Management Oversight

Although the Board has delegated to the Audit Committee responsibility for overseeing our risks and exposures on an ongoing basis, the entire Board regularly receives updates from management on the continued viability of our business plan, market conditions, capital position, and our business results and specifically reviews potential risks from time to time. The Board reviews that information together with our quarterly and annual financial statements and operating results and short and long-term business prospects to assess the risks that we may encounter and to establish appropriate direction to avoid or minimize the potential impact of the identified risks. Some of the details that are discussed as part of the Board’s review of potential risks facing us include, without limitation: (a) the impact of market conditions on our business; (b) operational risks such as the ability of our tenants to be successful and the ability to grow the company through increasing rents and redeveloping our properties; (c) liquidity and credit risks, including our ability to access capital to run and grow our business and our overall cost of capital and the impact on our profitability; (d) investment risks from acquisitions and our development and redevelopment projects; (e) regulatory risks that may impact our profitability such as environmental laws and regulations, the Americans with Disabilities Act of 1990 and various

other federal, state and local laws; (f) REIT risks such as our failure to qualify as a REIT for federal income tax purposes; (g) cybersecurity risks; and (h) general risks inherent in the real estate industry.

As part of the Board’s risk oversight function, our Compensation Committee reviewed in February 20152016 our compensation policies and practices for all of our employees to determine whether any of such policies or programs created any risk that could have a material adverse impact on us. Approximately 95%97% of our employees participate in compensation programs tied to either corporate performance or divisionalregional performance necessary to achieve corporate objectives and the Compensation Committee believes that those programs do not encourage excessive and unnecessary risk taking. The Compensation Committee focused its review on the approximately 5%3% of our employees (11(8 individuals) who are compensated on a full or partial commission/bonus basis where significant portions of their annual compensation is driven by completing leasing transactions or closing acquisitions. As part of that review, the Compensation Committee reviewed the internal approval processes of the Trust and determined that none of the individuals who are compensated on a transactional commission/bonus basis can complete any leasing or acquisition transaction without getting approval from the Board and/or one or more members of senior management whose compensation is tied to achieving corporate objectives.

Trustee Compensation

The Trustees received the following fees for their service on the Board in 2014:2015:

Each non-employee Trustee and the Non-Executive Chairman of the Board are paid sixty percent (60%) of his/her annual retainer ($105,000 for other Trustees and $150,000 for the Non-Executive Chairman of the Board) in the form of Shares. All Shares paid as part of the annual retainer vested immediately upon issuance. The equity portion of the annual retainer for 20142015 was paid in Shares on January 2, 2015.4, 2016. The number of Shares actually received by each Trustee on January 2, 20154, 2016 was determined by dividing the amount of the annual retainer to be paid in Shares by $133.46,$146.10, the closing price of our stock on the NYSE on December 31, 2014,2015, the last business day prior to the date the Shares were issued. The remainder of the annual retainer as well as the annual fees paid to the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees were paid in cash. Each Trustee is required to hold at all times an amount of Shares valued at least at five times the amount of the cash portion of the annual retainer. As of December 31, 2014,2015, all Trustees complied with the required level of stock ownership.

In addition to the annual retainer described above, Mr. Vassalluzzo receives administrative support for both Trust business and personal use from our regional office in Wynnewood, Pennsylvania. Except for the annual fee for serving as a Trustee, the annual fee for serving as the chair of a committee and the use of administrative support made available to Mr. Vassalluzzo, all as described above, there were no additional fees paid to any Trustee, including the Non-Executive Chairman, for service on any of the Board committees or for attendance at any Board or committee meetings.

Total compensation awarded to Trustees for service in 20142015 was as follows:

Communications with the Board

Any shareholder of the Trust or any other interested party may communicate with the Board as a whole, the non-management Trustees of the Board as a group, the Non-Executive Chairman of the Board, and/or any individual Trustee by sending the communication to the Trust’s corporate offices at 1626 East Jefferson Street, Rockville, MD 20852 in care of the Trust’s Secretary. All such communication should identify the party to whom it is being sent, and any communication which indicates it is for the Board of Trustees or fails to identify a particular Trustee will be deemed to be a communication intended for the Trust’s Non-Executive Chairman of the Board. The Trust’s Secretary will promptly forward to the appropriate Trustee all communications she receives for the Board or any individual Trustee which relate to the Trust’s business, operations, financial condition, management, employees or similar matters. The Trust’s Secretary will not forward to any Trustee any advertising, solicitation or similar materials.

Other Corporate Documents

The Board of Trustees has adopted a Code of Ethics for senior financial officers as well as a Code of Business Conduct that applies to all of our Trustees and employees. In addition, the Board operates under Corporate Governance Guidelines. The Code of Ethics for our senior financial officers, our Code of Business Conduct and our Corporate Governance Guidelines are available in the Investors section of our website atwww.federalrealty.com.

ITEM 1

ELECTION OF TRUSTEES

Our Board of Trustees has seven Trustees. Section 5.2 of the Trust’s Declaration of Trust provides that all Trustees be elected at each annual meeting of shareholders. As a result, the nominees for Trustee this year will be elected to serve one-year terms until the 2016 Annual Meeting of Shareholders. The Board, on recommendation of the Nominating Committee, approved the nomination of the following individuals, all of whom are currently serving on the Board, for election as trustees to hold office until the 20162017 Annual Meeting of Shareholders and until their successors have been duly elected and qualified:

In connection with reviewing nominees to stand for election at the 20152016 Annual Meeting of Shareholders, the Nominating Committee considered the following qualifications for each Trustee nominee:

Jon E. Bortz, President, Chief Executive Officer and Chairman of the Board of Pebblebrook Hotel Trust, a REIT that acquires and invests in upper upscale hotels in large US cities (from 2009 to the present); Chief Executive Officer and a Trustee (from 1998 to 2009), President (from 1998 to 2008) and Chairman of the Board (from 2001 to 2009) of LaSalle Hotel Properties, a multi-tenant, multi-operator hotel REIT; and various real estate related positions with Jones Lang LaSalle (from 1981 to 1998). Mr. Bortz brings to the Board public company, REIT and real estate experience. His experience as chief executive officer of LaSalle Hotel Properties and Pebblebrook Hotel Trust provide a valuable perspective for running a public real estate company while his real estate experience at Jones Lang LaSalle provides fundamental real estate experience critical to our core business.

David W. Faeder, Managing Partner of Fountain Square Properties, a diversified real estate company, since 2003; Vice Chairman (from 2000 to 2003), President (from 1997 to 2000) and Executive Vice President and Chief Financial Officer (from 1993 to 1997) of Sunrise Senior Living, Inc., a provider of senior living services in the United States, United Kingdom and Canada; and prior to that time, Vice President of Credit Suisse First Boston (formerly First Boston Corporation) and Morgan Stanley and Company, Inc. specializing in real estatetransactions. Director of Arlington Asset Investment Corp., a company that acquires and holds mortgage-related and other assets, including residential mortgage-backed securities issued by U.S. government agencies or guaranteed as to principal and U.S. government agencies or U.S. government-sponsored entities and mortgage-backed securities issued by private organizations. Mr. Faeder is a valuable member of the Board because of his public company and accounting experience, having previously served as the chief financial officer of Sunrise Senior Living, and his real estate investment experience from his time as a private real estate investor.

Kristin Gamble, Sr. Managing Director of American Capital Management, Inc., an investment management organization since January 2016. President of Flood, Gamble Associates, Inc. (from 1984 to 2015), an investment counseling firm, since 1984; and prior to that time, various management positions with responsibility for investments and investment research with brokerage firms and other financial services companies. Director of Ethan Allen Interiors Inc., a furniture manufacturer and retailer.retailer (from 1992 to 2015). Ms. Gamble benefits the Board through her broad financial related experience from an investor perspective, including as President of her own investment counseling company for over 30 years, and before that, as an executive with responsibility for investments and investment research with various brokerage firms and other financial services companies.

Gail P. Steinel, Owner of Executive Advisors (from 2007 to present), which provides consulting services and leadership seminars to companies. Executive Vice President with BearingPoint, Inc. (from 2002 to 2007), a management and technology consulting firm that provides application services, technology solutions and managed services to companies and government organizations with responsibility for overseeing the global commercial services business unit; global managing partner and a founding member of Arthur Andersen’s business consulting practice (from 1984 to 2002). Director of MTS Systems Corporation, a provider of mechanical test systems, material testing, fatigue testing and tensile testing equipment as well as motion simulation systems and calibration services. Ms. Steinel has over 25 years of auditing and consulting experience that provides the Board with a helpful perspective on managing risk and systems operations.

Warren M. Thompson, President and Chairman of Thompson Hospitality Corporation, a food service company that owns and operates restaurants and contract food services, since founding the company in October 1992. Mr. Thompson is the president, chairman and founder of his own private food service company, Thompson Hospitality Corporation since 1992. Mr. Thompson’s experience running restaurants owned by Thompson Hospitality provides the Board and management with a unique perspective that is shared by a large percentage of the Trust’s retail tenants.

Joseph S. Vassalluzzo, Non-Executive Chairman of the Board of Trustees since February 2006; Vice Chairman of Staples, Inc. (from 2000 to 2005), a retailer specializing in home, office, and computer products, with responsibility for overseeing domestic and international growth in its retail and commercial operations; various other officer positions with Staples’ and Staples Realty & Development, a subsidiary of Staples, Inc. (from 1997 to 2000); LeadDirector of Office Depot, Inc., a global supplier of office products and services; Director of Life Time Fitness, Inc., an operator of distinctive and large sports, athletic, fitness and family recreation centers;centers (from 2006 to 2015); Director of Office Depot, Inc.iParty Corp., a global supplier of office productspremier multi-channel party supply and services.party planning company (from 2004 to 2013). Mr. Vassalluzzo’s extensive background in retail and real estate as a result of having served as an executive with Staples, expanding the real estate owned by Staples Realty & Development, a subsidiary of Staples, Inc. for over 10 years and serving on the boards of a number of retailers provides the board and management with retail and retail real estate expertise that is essential to our core business.

Donald C. Wood, President and Chief Executive Officer of the Trust since January 2003; prior to that time, various officer positions with the Trust, including President and Chief Operating Officer (from 2001 to 2003), Senior Vice President and Chief Operating Officer (from 2000 to 2001), Senior Vice President-Chief Operating Officer and Chief Financial Officer (from 1999 to 2000) and Senior Vice President-Treasurer and Chief Financial Officer (from 1998 to 1999); Chairman of the Board of the National Association of Real Estate Investment Trusts from(from November 2011 to November 2012;2012); member of the Board of Governors (since 2010) and the Executive Committee (from February 2014 to May 2015) of the International Council of Shopping Centers since February 2014;Centers; Director of Post Properties, Inc., a developer and operator of upscale multifamily communities in the United States. Mr. Wood has been employed by the Trust for over fifteenseventeen years and serves on the Board as the sole non-independent Trustee. His tenure with the Trust and his responsibilities as chief executive officer provides the Board with familiarity and details on all aspects of the operations of the Trust.

Vote Required

The affirmative vote of a plurality of votes cast at the Annual Meeting, in person or by proxy, is required for the election of Trustees. If any Trustee does not receive at least 50% of the votes cast at the Annual Meeting, he or she must tender his or her resignation to the Chairman of the Nominating Committee within five (5) business days after certification of the vote. The Nominating Committee will promptly consider the resignation and make a recommendation to the Board of Trustees. In deciding whether to accept or reject a resignation that has been tendered, the Nominating Committee and the Board will consider such factors as they deem appropriate and relevant which may include, among others: (a) the stated reasons why votes were withheld from the Trustee and whether those reasons can be cured; (b) the Trustee’s length of service, qualifications and contributions as a Trustee; (c) listing requirements of the NYSE, rules and regulations of the SEC and other applicable rules and regulations; (d) our Corporate Governance Guidelines; and (e) such other factors as the Nominating Committee

or the Board deems appropriate. Any rejection of a resignation may (but does not have to) be conditioned on curing the underlying reason for the withheld votes. The Board will take action on any resignation no later than sixty (60) days after the certification of the vote, and will disclose the action taken with a full explanation of the process used by the Board and the reason for its decision in a Form 8-K filed with the SEC within four (4) business days after the Board’s decision. If a Trustee’s resignation is accepted by the Board of Trustees, then the Board of Trustees may fill the resulting vacancy pursuant to our Bylaws. The Trustee who tenders his or her resignation will not participate in the recommendation of the Nominating Committee or the decision of the Board.

If you are a “registered” shareholder who elects to receive materials by mail and you sign and return but fail to give any voting instructions on your proxy card on this matter, the proxies identified on the proxy card will vote FOR the election of the named individuals. An abstention or broker non-vote will have no effect on the outcome of the vote on this proposal. You are entitled to cast one vote per Share for each of the seven named individuals. Proxies may not be voted for more than seven individuals.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE SEVEN NOMINEES FOR TRUSTEE.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Trust filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Trust specifically incorporates this Report by reference therein.

Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and for management’s report on internal control over financial reporting. The Trust’s independent registered public accounting firm, Grant Thornton LLP (“GT”), is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal control over financial reporting. The Audit Committee oversees the financial reporting process on behalf of the Board. In addition, the Audit Committee oversees the work of our internal audit function, which is performed by PricewaterhouseCoopers LLP (“PwC”).

The Audit Committee meets at least quarterly and at such other times as it deems necessary or appropriate to carry out its responsibilities. The Audit Committee met four times during 2014,2015 and all fourthree of these quarterly meetings included executive sessions with GT without management being present. In the course of fulfilling its oversight responsibilities, the Audit Committee met with both management and GT to review and discuss all annual and quarterly financial statements and quarterly operating results prior to their issuance. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP. The Audit Committee also discussed with GT matters required to be discussed pursuant to applicable Public Company Accounting Oversight Board audit standards, including the reasonableness of judgments and the clarity and completeness of financial disclosures.

In addition, the Audit Committee discussed with GT matters relating to its independence and has received from GT the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with GT its independence.

The Audit Committee continually monitors the non-audit services provided by GT. During 2014,2015, the Audit Committee limited non-audit services primarily to income tax return preparation for us and our subsidiaries and the

provision of advice on the tax impacts and structuring of acquisition and other property related transactions.

GT also performed the 20142015 audit of the financial statements of two of our joint venture with affiliates of a discretionary fund created and advised by ING Clarion Partners in which we own a 30% equity interest.ventures. The Audit Committee approved GT’s performing this auditthese audits only after determining that it would not adversely impact GT’s independence.

The Audit Committee engaged PwC to provide our internal audit function in 2012 and continued to oversee PwC’s ongoing testing of the effectiveness of our internal controls during 2014.2015. The findings of PwC were reported to the Audit Committee three times during 2014,2015, and the Audit Committee met in executive session with PwC without management being present twiceonce during 2014.2015. GT, as part of its 20142015 audit of our financial statements, independently reviewed our internal controls and concluded that there were no material weaknesses.

On the basis of the reviews and discussions the Audit Committee has had with GT, PwC and management, the Audit Committee recommended to the Board of Trustees that the Board approve the inclusion of our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20142015 for filing with the SEC.

Submitted by:

Gail P. Steinel, Chairperson

Jon E. Bortz

David W. Faeder

Warren M. Thompson

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

GT has served as our independent registered public accounting firm for the year 2014.2015. The Audit Committee approves in advance all fees paid to and services provided by GT. In addition, the Audit Committee has considered those services provided by GT and has determined that such services are compatible with maintaining the independence of GT. During 20142015 and 2013,2014, we retained GT to provide services in the following categories and amounts:

ITEM 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Trustees has retained GT as our independent registered public accounting firm for the year ending December 31, 20152016 and is asking the shareholders to ratify that selection. Our organizational documents do not require ratification of the selection of our independent registered public accounting firm; however, we are seeking ratification because we believe that it is a matter of good corporate practice to do so. If the selection of GT is not ratified, the Audit Committee may reconsider whether to retain GT. Even if the selection of GT is ratified, the Audit Committee may change the appointment of GT at any time if it determines such a change would be in the best interests of the Trust and our shareholders.

A representative of GT will be present at the Annual Meeting and will have the opportunity to make a statement and answer appropriate questions from shareholders.

The Audit Committee believes that GT is qualified to serve as our independent registered public accounting firm. GT is familiar with our affairs and financial procedures, having served as our independent accountant since June 2002. GT is registered with the Public Company Accounting Oversight Board. Pursuant to its charter, the Audit Committee must pre-approve all audit and non-audit services provided by GT. For 2015,2016, the Audit Committee to date has approved GT providing the following non-audit services: (a) tax planning and other consultation for purposes of structuring acquisitions, dispositions, joint ventures and other investment or financing opportunities as well as consultation associated with financial reporting matters provided that the aggregate amount paid to GTGrant Thornton for such services does not exceed $100,000; (b) issuance of comfort letters and consents in connection with capital markets transactions approved in accordance with the Trust’s policies and procedures provided that the aggregate amount paid to GTGrant Thornton for such services does not exceed $125,000; (c) issuance of audit opinions related to acquisition audits required under Rule 3-14 of Regulation S-X provided that the aggregate amount paid to GTGrant Thornton for such services does not exceed $75,000; and (d) agreed-upon procedures related toa limited review of the Trust’s letter to the State of California EPA provided that the aggregate amount paid to GTGrant Thornton for such services does not exceed $3,150.$3,400. The scope and amount of non-audit services that GT can perform in 20152016 has remained relatively unchanged the last few years.

Once the pre-approved dollar limit for the applicable non-audit service has been reached, no additional services of that type can be provided by GT without further approval by the Audit Committee. The Audit Committee has concluded that GT’s providing these permissible non-audit services up to the aggregate pre-approved amounts would not compromise GT’s independence. The Audit Committee may approve GT providing additional non-audit services or services in excess of the amounts specified above if it determines that it is in our best interest and that GT’s independence would not be compromised. All audit and non-audit services provided to the Trust by GT for the 20142015 fiscal year are described in the “Relationship With Independent Registered Public Accounting Firm” section above.

In addition to the foregoing non-audit services, the Audit Committee also has approved GT performing the auditaudits of the financial statements for properties owned in two of our equity joint venture with affiliates of a discretionary fund created and advised by ING Clarion Partnersventures for the fiscal year ending December 31, 2014. We own a 30% interest in that joint venture.2016. The Audit Committee approved GT performing this auditthese audits using the same criteria it uses for approving non-audit services. Although we do not consolidate the results of the joint venture, we do include our share of the joint venture’s results in our financial statements. The Audit Committee concluded that having GT perform the joint venture’s audit facilitates the inclusion of those results in our financial statements.

Vote Required

The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve the proposal to ratify the Audit Committee’s selection of GT as our independent registered public accounting firm for 2015.2016. If you are a “registered” shareholder who elects to receive materials by mail and you sign and return but fail to give any voting instructions on your proxy card on this matter, the proxies identified on the proxy card will vote FOR this proposal. An “abstention” or broker “non-vote” will have no

effect on the outcome of the vote on this proposal, however, if you fail to give instructions to your broker, your broker may have authority to vote the shares for this proposal.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE AUDIT COMMITTEE’S SELECTION OF GT AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.2016.

EXECUTIVE OFFICERS

Our current “named executive officers” are:

Donald C. Wood, Information for Mr. Wood is provided above in “Item 1—Election of Trustees.”

James M. Taylor, Jr.,Executive Vice President-Chief Financial Officer and Treasurer of the Trust since(since August 15, 2012,2012) with responsibility for overseeing the Trust’s capital markets, financial reporting, investor relations, corporate communications, information technology and East Coast acquisitionsacquisitions; Executive Vice President-Managing Director Southeast Core Operations of the Trust (since June 2015) with responsibility for overseeing the southeast core shopping center operations and asset management functions; Executive Vice President of the Trust from July 30, 2012 until August 14, 2012; and a senior managing director in the real estate investment banking division of Eastdil Secured and predecessors Wachovia Securities and First Union Securities (1998 to 2012). Prior to his career in investment banking, Mr. Taylor practiced corporate and securities law at Hunton & Williams (1994 to 1998) and worked as a senior accountant for Price Waterhouse (1988 to 1991).

Dawn M. Becker, Executive Vice President – Chief Operating Officer (since February 2010) and GeneralPresident-General Counsel and Secretary of the Trust (since April 2002), with responsibility for overseeing allthe Trust’s Legal Department; Executive Vice President-Managing Director Mixed Use Operations of the Trust (since June 2015) with responsibility for overseeing the Trust’s mixed use operations and asset management functions and the Trust’s Legal and Human Resources Departments; and prior to that time, various officer positions with the Trust, including Executive Vice President–President – Chief Operating Officer (2010 to 2015) and Vice President—Real Estate and Finance Counsel (2000 to 2002).

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation, Discussion and Analysis (“CD&A”) describes the material components of, and the material factors and considerations behind, the compensation and benefits paid to our named executive officers.

You will be asked in Item 3 of this proxy statement to provide a non-binding, advisory vote on the compensation of our named executive officers as described in the following sections of this proxy statement. Please keep that in mind as you review the CD&A, summary compensation table, the supplemental tables and narrative disclosures that follow.

Executive Summary:

At our 2015 annual shareholder meeting, more than 98% of the Shares voted at the meeting supported our advisory vote on compensation for our named executive officers. We executedbelieve this high level of support reflected a high degree of shareholder confidence in our executive compensation programs and as a result, no changes were made to the compensation programs for our named executive officers in 2015.

Financially, 2015 was another record year of performance that kept us on all phases oftrack with our long-term business plan in 2014 with continued growth of the core portfolio through increasing rental rates and redevelopment, the opening of initial phases of new development projects and advancing the planning for additional phases of those projects, the addition of new properties to our portfolio and the continued strengthening of our balance sheet.objectives. Some of the 20142015 highlights included:

Revenues:

Funds from operations available to common shareholdersOperations Available for Common Shareholders (“FFO”) of $338.1 million, growth of 11.5% over 2013 and record level of FFO per share of $4.94, growth of 7.2% over 2013. Both FFO and FFO per share have been adjusted to exclude the impact of charges associated with the early prepayment of debt in both 2013 and 2014.. FFO is a metric commonly used by REITs to measure performanceperformance:

Leasing:

Balance Sheet:

Acquisitions/Developments:

Dividends:

Shareholder Returns:

With respect to specific compensation actions in 2014, the Compensation Committee did the following:

Given that more than 97% of the votes cast at our 2014 annual shareholder meeting supported our say on pay proposal, the Compensation Committee did not make any changes to our compensation plans during 2014.

Total Direct Compensation:

The following table provides the total direct compensation paid to our named executive officers for 2014, 2013 and 2012. This chart does not include all of the items required by the SEC to be included in the Summary Compensation Table nor does it calculate the amounts shown in the same manner as the SEC requires in the Summary Compensation Table. The total compensation reflected in the following table consists of:

Pay for Performance Alignment:

Because such a large portion of theThe actual compensation ofearned by our named executive officers isfor the annual performance bonus and performance based, long-term equity program as reflected in the form of equity under our LTIAP which is calculated based on a 3-year performance period,chart above differs from the pay for performance alignment is most evident when looking at total shareholder returnsamounts shown in the Summary Compensation Table for the same 3-year period. The following graph showsyears shown primarily because the chart above reflects those amounts in the performance year in which they were earned and the Summary Compensation Table reflects these amounts in the year in which they were paid. We believe the chart above is helpful because it allows the actual compensation earned by our Chief Executive Officer, Chief Operating Officerin any given year to be understood in the context of the Trust’s financial and Chief Financial Officer positionsother performance for each of 2010-2014 compared to the total shareholder return we delivered to our shareholders for the 3-year period ending on December 31 in each of those years. For the CFO position, the compensation for ourthat year.

former CFO is included for 2010 and 2011 and the compensation for Mr. Taylor (with base salary annualized to reflect a full year of employment) is included for 2012 through 2014.

2010 compensation does not include a one-time $5 million retention equity award made to Mr. Wood when he was being actively pursued to become the chief executive officer of another REIT.

Compensation Philosophy and Objectives:

Our compensation programs are designed to create a compensation package for each named executive officer that is sufficiently competitive to attract and retain top-level real estate professionals and to motivate those individuals to achieve superior results for us and our shareholders. As part of this compensation philosophy, we try to provide a strong link between an executive’s total earnings opportunity and both our short-term and long-term performance based on the achievement of pre-determined financial targets and operating goals and to encourage our executives to enhance shareholder value by acting and thinking like shareholders. The key principles guiding our compensation decisions are:

1. Total compensation opportunities must be competitive with the marketplace so that we can attract, retain and motivate talented executives who are necessary for achieving superior results for the Trust; however, the aggregate compensation levels must be reasonable in the context of our overall cost structure and must support our business strategy.

2. The compensation of our named executive officers should include a significant portion that is “at risk” and variable depending on both our short-term financial performance and long-term creation of shareholder value with the largest portion of that “at risk” compensation designed to incentivize the creation of sustainable, long-term shareholder value. The “at risk” portion of 20142015 compensation for our named executive officers is comprised of annual performance bonuses under our Annual Bonus Plan and performance based, long-term equity awards under our LTIAP, both of which are earned only if the Trust meets pre-established performance hurdles. TheseAs you can see from the chart below, these “at risk” portions of

compensation represented 84%represent a significant percentage of the total 2014 compensation earned byfor each of our Chief Executive Officernamed executive officers—91% for Mr. Wood, 73% for Ms. Becker and 72% of the total 2014 compensation earned by our Chief Financial Officer and Chief Operating Officer.75% for Mr. Taylor.

3. A significant portion of each executive’s total compensation opportunity should be equity based. OurWe want our executives shouldto act in the best interest of our shareholders and the best way to encourage them to doincentivize that is through compensating them with an equity stakebehavior by having a significant portion of their compensation paid in the Trustform of equity and by requiring that they maintain a meaningful ownership position. To facilitate this objective, we have adopted guidelines requiring thatWe require Mr. Wood, as our CEO, to have an equity ownership in the Trust having a value of at least three times his base salary and annual performance bonus and that Ms. Becker and Mr. Taylor each have an equity ownership in the Trust having a value of at least two and one-half times their respective base salary and annual performance bonus. The Nominating Committee confirmed that eachEach of Mr. Wood, Ms. Becker and Mr. Taylor were in compliance with the minimum stock ownership requirements atthis requirement as of December 31, 2014. In addition, we adopted a policy in 2013 that expressly prohibits2015. We also prohibit all of our officers and Trustees from engaging in any hedging or pledging activities with respect to the Trust’s stock.

4. The amount each executive actually earns out of his or her total compensation opportunity should vary based on the individual’s performance, contribution and overall value to the business. The proportion of an individual’s total compensation that varies with individual and company performance objectives should increase as the individual’s business responsibilities increase.

In crafting our compensation policies and programs, we also consider whether they will encourage excessive or unnecessary risk taking and as described in the “Risk Management Oversight” section, we have concluded that our compensation programs do not do so. We do not currently have any “clawback”clawback or other compensation recovery policy with respect to compensation that may have been paid on the basis of incorrect financial results. The Nominating Committee discussed withGiven the BoardSEC’s pending clawback policies during 2014rule and given the expectation that the SEC will issue in 2015 guidance on the nature of the clawback policy thatfinal rule will be required to be adopted to comply with the terms of the Dodd-Frank Act, the Nominating Committee andin 2016, the Board decided notelected to adopt any clawback policywait until the final rulemaking was in 2014. The Nominating Committee and Board intend to reconsider adoption ofplace before adopting a clawback policy so that our policy would be in 2015 if thefull compliance with SEC has not issued the requisite guidance by the end of 2015.requirements.

Compensation Methodology

The Compensation Committee of the Board is responsible for approving all compensation for our named executive officers. The Compensation Committeeofficers and periodically reviews all elements of compensation to ensure that we remain competitive in the market and to ensure that overall compensation, including the means by which payment is made, is aligned with our business objectives, our performance and the interests of our shareholders. The Compensation Committee conducts an annual review of our CEO’s performance and takes those results into consideration when setting compensation for our CEO.his compensation. Our CEO plays a significant role in settingmakes recommendation for the compensation for our other named executive officers by providing the Compensation Committee with anbased on his evaluation of their performancesperformance and recommendations for their compensation, including recommendations for

any adjustments to annual bonus and long-term equity payouts which are otherwise determined formulaically. Thethe Compensation Committee has the discretion to accept, reject or modify the CEO’s recommendations.

The total potential compensation for our named executive officers is established based on the scope of their individual responsibilities and contributions to our performance taking into account competitive market compensation paid for similar positions. Competitive market compensation for our named executive officers is generally determined by the Compensation Committee members applying their individual understanding, experiences and judgments in the national marketplace of senior level real estate positions and related industry pay in both public and private concerns that may compete for our executives, considering the relative importance of various positions at the Trust given our business plan and organization compared with the business plans of our major competitors. The Compensation Committee consulted the National Association of Real Estate Investment Trust’s 20132014 and 20142015 Compensation Surveys (“NAREIT Surveys”) to confirm its assessment of appropriate market compensation for our named executive officers, both the information reported for each position by the 130121 real estate investment trusts (“REITs”) that participated in the survey as well as by the approximately 2228 retail focused REITs that participated in the survey. Not all REITs that participated in the survey provided information for each of the named executive officer positions and it is not possible to determine from the NAREIT Survey which of the participating REITs provided information for which executive officer position. Once the Compensation Committee determines an appropriate level of aggregate compensation for our named executive officers, an individual compensation package is created using a combination of base salary, annual bonus and long-term equity incentives, all in accordance with the compensation philosophy and objectives described earlier. In addition, in late 2014 the Compensation Committee retained Mercer Consulting, a nationally recognized compensation consultant (“Mercer”), to perform a compensation study for our Chief Operating Officer, Chief Financial Officer and one other officer, the results of which were anticipated to be considered in connection with setting 2015 compensation.

In addition to consulting the NAREIT Survey, the Compensation Committee retained Mercer in late 2010 to benchmark comparable real estate companies and make recommendations for compensation for our CEO and other members of senior management, including our other named executive officers. For benchmarking purposes, Mercer used the following publicly traded REITs:

Although not specifically included in the peer group for benchmarking purposes, Mercer also looked at information for each of General Growth, Simon Property Group and Vornado Realty Trust as additional points of reference. The peer group includes US based publicly traded REITs with sales ranging from one-half (1/2) to two (2) times the sales of the Trust at the time the study was done and that have a market capitalization in excess of $1 billion with a primary focus on retail REITs with a few other non-retail, market leading REITs added in order to increase the size of the peer group. The report prepared by Mercer was considered by the Compensation Committee in establishing a total compensation range for our CEO which was used by the Compensation Committee to establish base salary, annual bonus potential and potential equity award payouts for 2010 through 2014. The information in the report prepared for our other named executive officers was used solely as a point of reference and not specifically to set compensation packages for those positions. Except for these benchmarking studies and a benchmarking study performed for our Nominating Committee in 2010 with respect to Board compensation, Mercer has not and does not provide any other services to us.

Elements of Total Compensation

Base Salaries

Base salaries are used to compensate the executive for services rendered during the year. Base salaries are set at the beginning of each year and are intended to be competitive with the market and commensurate with the

executive’s level of responsibility, experience and sustained individual performance. Base salaries provide retention value and also align the executive with shareholder interests. Generally, we believe that executive base salaries should account for a relatively modest portion of each individual’s total compensation package. Because we start our process with determining an appropriate level of total compensation, we do not target base salaries to any specific level. We did, however, use information in the NAREIT Survey and the reports prepared by Mercer as a guide to confirm that the base salaries for our named executive officers are within market parameters.

The base salaries for all of our named executive officers for 2014 were unchanged from 2013.

Annual Performance Bonus:

Annual performance bonuses for each of our named executive officers are determined each year in accordance with our Annual Bonus Plan that covers approximately 95%97% of our employees. The Annual Bonus Plan is a cash based plan that is intended to compensate individuals for performance during a calendar year. Payment under the Annual Bonus Plan is dependent onon: (a) the Trust’s achieving an annual level of FFO per share that is consistent with our business objectives for that yearyear; and for(b) the individual’s achieving individualhis/her annual performance objectives as subjectively evaluated: (a)evaluated by the Board with respect to our CEO;CEO and (b) by our CEO with respect to each of Ms. Becker and Mr. Taylor.our other named executive officers. Under our Annual Bonus Plan, the Compensation Committee sets annually a potential bonus payout for each of our named executive officers for achieving various levels of FFO per share for that calendar year. The Compensation Committee also has the ability to decrease the final annual bonus payout to any of these individuals based on their performance for the year. Each of our named executive officers (as well as approximately 5885 other employees) has the option to receive up to 25% of the annual bonus in the form of Shares that vest equally over three years. The amount an individual elects to receive in Shares is paid out at 120% of that amount in consideration of the extended vesting.

The level of FFO per share at which payouts are established areis set at the beginning of each year by the Compensation Committee after a thorough review and discussion of our budget and investor expectations for that year and considering recommendations of our CEO. The FFO per share levels established by the Compensation Committee are intended to reflect acceptable to exceptional performance in light of our business objectives. FFO is widely accepted in the REIT industry as an appropriate measurement of operating performance on an annual basis and as a result, we believe FFO per share is an appropriate metric to use for determining short-term financial success which is being rewarded in annual performance bonuses. The following chart shows the potential 20142015 annual bonus payouts established by the Compensation Committee for each of our named executive officers at various levels of FFO per share and the final potential annual bonus payout based on our 20142015 results:

In 2014,2015, we achieved FFO of $4.79$5.05 per share which included a charge of approximately $10.5 million, or $0.15 per share, for prepaying approximately $186 million of debt. That level of FFO per share would have resulted in no payment being made underan annual bonus payout of 96.7% of the maximum potential payout. FFO levels for Annual Bonus Plan. The Compensation Committee determined that such a result would not be appropriate and would have penalized management for makingpurposes include the well-reasoned business decision to prepay near-term maturing debt and replacing that debt with 30-year debt while interest rates remained at or near historical lows. As a result, for purposes of calculating payments under the Annual Bonus Plan, the Compensation Committee elected to exclude the net impact of thean approximately $0.27 per Share debt prepayment from the calculation of FFO which resulted in FFO per share for bonuses purposes of $4.95 per share.charge. A reconciliation of net income to FFO available for common shareholders can be found on page 48,49, in Item 7, of our Form 10-K for calendar year 20142015 filed with the SEC on February 10, 2015.9, 2016.

The Compensation Committee determined, after reviewing individual performance, that each of our named executive officers should be paid the full amount of the annual bonus to which he or she is entitled based on the Trust’s 2014 results, as adjusted, as shown in the table above.2015 results. The Compensation Committee’s determination with respect to Mr. Wood took into consideration our financial results for the year, progress made with our acquisitions and development projects to set the Trust up for future long-term growth, Mr. Wood’s effectiveness in leading the company, long-term strategic planning, succession planning, relationship with the Board, and relationship with shareholders and other stakeholders, among other factors. With respect to each of Ms. Becker and Mr. Taylor, the Compensation Committee accepted Mr. Wood’s recommendations as to the amount of their annual bonus payouts. Mr. Wood’s recommendations as to the bonus payouts for each of Ms. Becker and Mr. Taylor were based on his subjective assessment of each individual’s contributions to the Trust’s performance in 20142015 in their respective job functions. Those contributions included, without limitation, the following: (a) Ms. Becker’s oversight of the day to day operations of the Trust that resultedTrust’s East Coast restructuring in year over year increases in FFO, FFO per share and property operating income;2015; and (b) Mr. Taylor’s work in financing our development pipeline and growing our portfolio through acquisitions.

For 2014, each of2015, Mr. Wood Ms. Beckerelected to receive 25% of his annual bonus in Shares and Mr. Taylor elected to receive 25%20% of his or her annual bonus in Shares. The cash portion of the annual bonuses is reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table in this proxy statement. The stock portion of these annual bonuses will be included in the “Stock Awards” column in the Summary Compensation Table and the Grants of Plan-Based Awards Table in next year’s proxy statement.

Annual Performance Based Long-Term Equity Incentives:

We believe that outstanding long-term performance is achieved through an ownership culture that encourages a focus on long-term performance by our executive officers through the use of equity-based awards. Long-term incentive awards are made annually to all officers under our LTIAP. This program was structured to align the most significant portion of compensation for our senior management team including Mr. Wood, Ms. Becker and Mr. Taylor, with the creation of long-term shareholder value. Recipients of awards under this program realize value over a minimum 6-year time horizon comprised of a 3-year performance period followed by a minimum of a 3-year time based vesting period. We believe that the combination of this extended period with the requirements described above for our named executive officers to continually hold a meaningful equity position in the company creates a strong long-term alignment of interests between those individuals and our shareholders.

The performance metrics used under the LTIAP, the levels of performance required to be achieved for our named executive officers to earn an LTIAP award and the performance actually achieved for the three year period from January 1, 20122013 through December 31, 20142015 are set forth below:

The Compensation Committee believes that relative total shareholder return, absolute total shareholder return and return on invested capital are appropriate metrics to use for rewarding long-term performance. The relative shareholder return metric reflects how well we have performed for our shareholders as compared to other companies facing the same general market dynamics. The Compensation Committee determined that the BBRESHOP was the best index to use because the BBRESHOP is an industry index made up of primarily companies that own and operate strip shopping centers whose businesses are most closely aligned with ours. Absolute shareholder return measures whether we have actually created any value for our shareholders during this time while return on invested capital determines how effectively we have invested our shareholders’ capital. These performance metrics support the objectives of the company and the LTIAP and remain unchanged from prior years.

The potential LTIAP payments for both Mr. Wood and Ms. Beckereach of our named executive officers at the various levels of performance for each of the performance metrics under the LTIAP and the amounts actually earned by Mr. Wood and Ms. Beckereach individual for the prior 3-year period are set forth in the following table:

The Compensation Committee approved paying each of Mr. Wood and Ms. Beckerour named executive officers the full amount of the LTIAP award to which they were entitled. TheIn addition, under our LTIAP, the Compensation Committee has the discretion to increase or decrease any LTIAP award by up to 20% to reflect individual performance but did notand chose to exercise that discretion for the 2014 LTIAP awards for eitherto increase Mr. Wood or Ms. Becker. With respect to Mr. Taylor, the Compensation Committee elected in February 2014 to advanceWood’s award by 5.2% and Mr. Taylor’s LTIAP award for the period ending December 31, 2014 and make that award in February 2014 instead of February 2015.by 4.4%. The Compensation Committee determined that making this award in advance was warranted givensuch modest increases were appropriate to recognize the significant contributions made by Mr. Taylor’s relatively short tenure with us, and therefore his relatively small equity ownership in the company,Wood and Mr. Taylor’s importance to usTaylor in financing our growth plans over the next several years. The Compensation Committee determined that the benefit of making this award in advance outweighed the issues associated with not waiting to make the award at the end of the performance period. This decision resulted in Mr. Taylor’s receiving $450,000 more of equity than he would have if the award has not been made until February 2015. In exchange for the acceleration of the timing of the award and to increase the retention value of the award, the Compensation Committee extended the vesting for this award from the normal 3 year vesting period to a 5 year vesting period.

The LTIAP awards are made in the form of restricted Shares that vest in equal installments over a three-year period; however, each individual can elect to take up to 50% of his or her award in the form of options which vest equally over five years. Although the Compensation Committee believes that paying these awards in restricted Shares provides the most retention value for employees, it has agreed to permit individuals to elect to take up to 50% of the award in options in order to give the individual employee some ability to structure his or her own equity compensation in a way that best matches the individual’s needs and provides the most value to that individual. The Compensation Committee has concluded that individual employees place value in having the ability to match the form of their equity compensation to their individual financial objectives and that this value to employees outweighs any diminution in the retention value of LTIAP awards by permitting up to 50% to be paid in options. Dividends are paid on all Shares issued under the LTIAP.

Each of our named executive officers elected to take the entirety of their 2014this or her 2015 LTIAP award in Shares. The number of Shares actually awarded to each individual was determined by dividing the amount of the award by $142.30, with respect to Mr. Wood and Ms. Becker and by $111.70 with respect to Mr. Taylor. Those amounts reflected$152.34, the closing price of our stock on the NYSE on the date the awards were made. There is no amount included for 2015 in the Summary Compensation Table or Grants of Plan-Based Awards Table in this proxy statement for the awards to Mr. Wood or Ms. Becker.these awards. The LTIAP awards reflected for 2015 in the Summary Compensation Table and the Grants of Plan-Based Awards Table for Mr. Wood and Ms. Beckerour named executive officers in this proxy statement relate to performance for the 3-year period ending December 31, 20132014 which were awarded in February 2014. The LTIAP awards reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table for Mr. Taylor in this proxy statement include the award made to him for the 3-year performance period ending December 31, 2013 which was made in February 2014 as well as the award made to him in February 2014 in advance of the completion of the 3-year performance period ending December 31, 2014.2015.

Chief Executive Officer Compensation

More than 65%90% of Mr. Wood’s target compensation is inperformance driven. Approximately 16% is earned through our Annual Bonus Plan on the formbasis of equity under1-year FFO goals reflecting our business objectives for that year and approximately 75% is earned through our LTIAP which is calculated based on athe basis of total shareholder return (on both an absolute and relative basis) and return on invested capital over the longer-term 3-year performance period. Accordingly, the pay for performanceThe Compensation Committee believes that this mix of compensation creates an appropriate alignment is most evident when looking at total shareholder returns for the same 3-year period. The following graph shows thebetween Mr. Wood’s compensation earned by Mr. Wood for each of 2010-2014 compared to the total shareholder return we delivered to our shareholders for the 3-year periods ending on December 31 in each of those years.

2010 compensation does not include a one-time $5 million retention equity award made to Mr. Wood when he was being actively pursued to become the chief executive officer of another REIT.and company performance.

In addition to the base salary, annual bonus and LTIAP award described above, we have an agreement in place with Mr. Wood (“Health Coverage Continuation Agreement”) pursuant to which we have agreed to provide to Mr. Wood, his spouse and his dependents continuation of health coverage after Mr. Wood’s termination upon death, disability, retirement, change in control or otherwise (other than a termination with cause or resignation). The coverage will continue as to Mr. Wood and his spouse until their death, or with respect to his spouse until divorce, if earlier. As to Mr. Wood’s children, coverage will continue as to three of the children until each reaches age twenty-five and as to one of the children, until her death. The continued medical coverage is required to be at least the same level as provided to Mr. Wood and his family at the time of his termination and such coverage will be secondary to certain other coverages that may be available to Mr. Wood and his family. The Compensation Committee has determined that these perquisites and other personal benefits are a relatively small

portion of Mr. Wood’s overall compensation, are reasonable in light of the total compensation package for Mr. Wood and are consistent with our compensation objectives of creating programs that will allow us to retain talented executives.

Timing of Equity Grants:

Equity awards to our employees under our Annual Bonus Plan and LTIAP described above are made at the Compensation Committee’s meeting that occurs in February of each calendar year. Whether these awards are made before or after we release financial results for the prior fiscal year depends solely on when the Compensation Committee meets in relation to the meetings of the Board and the Audit Committee, the dates for all of which are set during the preceding year. We have no policy that times the granting of equity awards relative to the release of material non-public information. Equity awards to new hires are generally made on the first day on which the employee starts work and equity awards to employees who are promoted generally are made on the day on which the promotion has been fully approved. All of our options are awarded at the closing price of our Shares on the NYSE on the date the award is made. The Compensation Committee has never re-priced options, granted options with an exercise price that is less than the closing price on the NYSE on the date of the grant or granted options which are priced on a date other than the grant date. Equity awards for Vice Presidents and above for the 3-year performance period ending on December 31, 20142015 were made at the Compensation Committee’s meeting on February 6, 20153, 2016 based on the closing price of our Shares on the NYSE on that date.

Termination and Change-in-Control Arrangements:

We have agreements in place with each of our named executive officers providing for various payments and benefits to be made to them if there is a change in control or their employment with us is terminated for certain reasons. The circumstances in which payments may be made and the potential amounts of those payments are described in more detail in the “Potential Payments on Termination of Employment and Change-in-Control” section below. We believe that the payments provided for in these agreements are reasonable and appropriate as part of the total compensation packages available for our named executive officers.

Deductibility of Executive Compensation in Excess of $1.0 Million:

Section 162(m) of the Internal Revenue Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year to an executive

officer who is named in the Summary Compensation Table. Exceptions are made for qualified performance-based compensation, among other things. In structuring our compensation programs, the Compensation Committee considers this Section 162(m) exception; however, the Compensation Committee does not believe that it is necessarily in our best interests and the best interests of our shareholders for all compensation to meet the requirements of Section 162(m) for deductibility. As a result, the Compensation Committee has determined that it is appropriate at times to make compensation awards that are non-deductible under Section 162(m). Further, because of ambiguities and uncertainties under Section 162(m), we cannot give any assurance that compensation that we intend to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

David W. Faeder, Chairman

Kristin Gamble

Gail P. Steinel

Joseph S. Vassalluzzo

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation earned by each of the named executive officers for the fiscal years ended December 31, 2015, 2014 2013 and 2012,2013, in accordance with current SEC rules. The Summary Compensation Table below does not include the value of the Shares issued to our named executive officers on February 6, 20153, 2016 for the performance period ending December 31, 2014.2015. Those awards will appear in next year’s proxy statement in the Grants of Plan-Based Awards Table as well as the “Stock Awards” column of the Summary Compensation Table. The cash portion of the annual bonuses awarded pursuant to the Annual Bonus Plan in February 20152016 based on 20142015 performance is included below in the “Non-Equity Incentive Plan Compensation” column.