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  ¨☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

March 27, 201523, 2017

Dear Shareholder:

Please accept our invitation to attend our Annual Meeting of Shareholders on Wednesday, May 6, 20153, 2017 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 20142016 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 may vote by mail by completing, signing and returning the enclosed proxy card. You also may vote either 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 youto us. Please take this time to vote via the Internet (www.voteproxy.com) or by one of the three methods mentioned above.telephone(1-800-PROXIES or1-800-776-9437).

We look forward to seeing you on May 6.3.

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, 20153, 2017

To Our Shareholders:

The 20152017 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, 2015,3, 2017, 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, 201514, 2017 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 returning the enclosed proxy card by mail, by telephone (1-800-PROXIES or 1-800-776-9437) or onvia the Internet (www.voteproxy.com) or by telephone(1-800-PROXIES or1-800-776-9437) by following the instructions on the Notice of Internet Availability of Proxy Materials or as instructed in the accompanying proxy. If you received or requested a copy of the proxy card by mail or bye-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, 20153, 2017

The 20152017 Proxy Statement and 20142016 Annual Report to Shareholders, which includes our Annual Report on Form10-K for the year ended December 31, 2014,2016, 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 SUMMARY

We are providing these proxy materials in connection with the 20152017 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.

2017 ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND VOTE RECOMMENDATIONS

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials including this proxy statement and our 2016 Annual Report to Shareholders, which includes our Annual Report on Form10-K for the year ended December 31, 2016 (“Annual Report”), to each shareholder by providing access to such documents on the Internet instead of mailing printed copies unless you previously requested to receive these materials by mail ore-mail. On or about March 23, 2017, we mailed to our shareholders who have not previously requested to receive these materials by mail ore-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 how to 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.

When will the Annual Meeting take place?

The Annual Meeting will be held at 10:00 a.m. EDT, Wednesday, May 6, 2015, 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 onMarch 14, 2017, the record date established by our Board of Trustees (“Board”) for theour Annual Meeting.

What is the difference betweenMeeting of Shareholders (“Annual Meeting”). Everyone who owned our Shares as of that date, whether directly as a “registered”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 Sharesor indirectly 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, 2015 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 68,677,81672,172,665 Shares outstanding on March 20, 2015.

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

14, 2017. 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 aremust be 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 atfor us to proceed with the Annual Meeting for purposes of determiningMeeting.

As a quorum.

How many votes do I have?

As to each item,shareholder, 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. TheIf you hold your Shares in different ways (i.e., joint tenancy, trusts, custodial accounts) or in multiple accounts, you will receive more than one Notice, proxy card, indicates the numbervoting instruction form or email, or any combination of Sharesthese. You should provide voting instructions for all Notices, proxy cards, voting instruction forms and email links you owned on the record date.

What if I don’t vote my Shares?

If you do not vote your Shares, your Shares will not be counted for purposes of determining a quorum or for determining whether the matters presented at the meeting are approved.

What if I return my proxy card but don’t give specific voting instructions?receive.

If you are a “registered”registered shareholder owning your Shares directly, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting through one of the following methods:

Votes submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on May 2, 2017 in order to be counted for the Annual Meeting. Please see the Notice or proxy card for instructions on how to access the telephone and Internet voting systems. If you ownwish to change your vote, you may generally revoke your original vote by submitting a subsequent proxy.

Abstentions will only be counted as present for determining whether we can hold the Annual Meeting. If you do not vote your Shares, your Shares will not be counted and we may not be able to hold the Annual Meeting. We encourage you to vote by proxy using one of the methods described above even if you plan to attend the Annual Meeting in “street name,”person so that we will know as soon as possible whether enough votes will be present.

For those of you holding your Shares indirectly through a broker or other nominee, you should receive all proxy materials from them and you must either direct them as to how to vote your Shares, or obtain from them a proxy 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 or other nominee for specific instructions on methods of voting. If you fail to give your broker bank, trust or other nominee specific instructions on how to vote your Shares with respect to ItemsProposals 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,4, 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 other nominee with voting instructions. If you fail to give your broker bank, trust or other nominee specific instructions on how to vote your Shares on ItemProposal 2, suchyour broker bank, trust or other nominee will generally be able to vote on ItemProposal 2 as he, she or it determines.

What is a proxy?

A proxy is your legal designation of another person (the “proxy”) to voteIn the future, if you own your Shares on your behalf. By completingdirectly and returning the enclosedwould like to receive proxy card,materials by email, you are giving Dawn M. Becker and James M. Taylor, Jr. the authoritymay register to vote your Sharesdo so atwww.astfinancial.com in the mannerwhich case you indicate on yourwill receive an email containing links to our proxy card.

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?

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.materials. If you hold yourown Shares in “street name,”through a broker or other nominee and want to receive proxy materials via email, you must contact your broker bank, trust or other nominee for instructions. Your election to determine how toreceive your proxy materials by email delivery will remain in effect for all future annual meetings until you revoke your original proxy. In general, submitting a subsequent proxy executed by the party that executed the original proxy will revoke the earlier proxy.it.

Why did IShareholders 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 (“Form10-K”) is being provided to shareholders along with this Proxy Statement. The Form10-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 accompanied by payment of a fee to cover our reasonable expenses for copying and mailing the Form10-K. If you elected to receive our shareholder materials via the Internet or email, you may request paper copies, without charge, by written request addressed to the address set forth above.

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 thanof 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 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 wants to receive a separate copy of this Proxy Statement and the Annual Report or wishes to receive a separate proxy card, voting instruction form and/statement and annual report in the future, or email?

You willreceives multiple copies of the proxy statement and Annual Report and wishes to 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. Youa single copy, the shareholder should provide votingsuch instructions for all Notices, proxy cards, voting instruction forms and email links you receive.

by calling our Investor Relations Department atAre there other matters(800) 937-5449, by writing to be acted uponInvestor Relations at the Annual Meeting?1626 East Jefferson Street, Rockville, Maryland 20852, or by sending ane-mail

The Trust does not know of any matter to be presentedInvestor Relations 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?

The cost of this solicitation of proxies will be borne by us. In addition 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.

What if I have questions about the Notice, voting or electronic delivery?IR@federalrealty.com.

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 INFORMATION

Who are the largest owners of Shares?OWNERSHIP OF PRINCIPAL SHAREHOLDERS

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, 2015:14, 2017:

(2)

Information based on a Schedule 13G/A filed with the SEC on February 10, 20152017 by The Vanguard Group Inc. The Schedule 13G/Awhich states that The Vanguard Group, Inc., an investment advisor, has sole voting power over 159,301201,861 Shares, shared voting power over 55,30099,825 Shares, sole dispositive power over 9,287,81912,010,147 Shares and shared dispositive power over 121,599 Shares; that Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 39,799 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 201,302 Shares as a result of serving as investment manager of Australian investment offerings, the voting of which it directs.211,986 Shares.

(3)

Information based on a Schedule 13G/A filed with the SEC on January 9, 201512, 2017 by BlackRock, Inc., which states BlackRock, Inc., a parent holding company, has sole voting power over 7,171,9686,825,417 Shares and sole dispositive power over 7,578,057 Shares and that none of its subsidiaries owns 5% or more of7,538,685 Shares. 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 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 filed with the SEC on February 6, 2017 by State Street Corporation, which states State Street Corporation, a parent holding company, has shared voting and dispositive power over 5,646,994 Shares.

(5)

Information based on a Schedule 13G/A filed with the SEC on February 6, 201513, 2017 by Vanguard Specialized Funds – Funds—Vanguard REIT Index Fund. The Schedule 13G/AFund which 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 5,026,7265,419,307 Shares.

(5)

Information based on a Schedule 13G filed with the SEC on February 12, 2015 by State Street Corporation, which states State Street Corporation, a parent holding company, has shared voting and dispositive power over 4,287,498 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 Co., Ltd. and State Street Global Advisors, Asia 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, 201514, 2017 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 alsowhich states that Invesco Ltd. has sole voting power over 1,888,8252,064,045 Shares and sole dispositive power over 3,803,940.3,705,292.

How many Shares doOWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS

As of March 14, 2017, our Trustees and executive officers own?

As of March 20, 2015, our Trustees and executive officers, both individually and collectively, beneficially owned the Shares reflected in the table below. The number of Shares shown in thisThis table reflects beneficial ownership determined in accordance with Rule13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therefore, includes unvested Shares and Sharesoptions 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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our Trustees, executive officers and any persons who beneficially own more than 10% of our Shares are required by Section 16(a) of the Exchange Act to file reports of initial ownership and changes of ownership of our Shares with the SEC and with the NYSE. To our best knowledge, based solely on review of copies of such

reports furnished to us and written representations that no other reports were required, the required filings of all such Trustees and executive officers were filed timely during 2016.

TRUSTEES AND CORPORATE GOVERNANCE INFORMATION

IndependencePROPOSAL 1—ELECTION OF TRUSTEES

Our Board of Trustees currently has eight Trustees. At the February 2017 Board meeting, Ms. Kristin Gamble advised the Board that she would not stand forre-election, having served on the Board for more than 20 years and nearing the Board’s retirement age. Ms. Gamble will continue to serve as Trustee through the May 2, 2017 Board meeting. At the time of the Annual Meeting, the Board will have seven Trustee positions and has nominated the remaining seven Board member to stand for election at the Annual Meeting to fill those positions. All trustees elected will hold office until the 2018 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

During 2016, after discussion with one of our shareholders, the Board modified our Bylaws to provide that in uncontested elections such as this one, a nominee had to receive a majority of votes cast in order to be elected. Previously, a nominee had only to receive a plurality.

The Board recommends a vote FOR each of the nominees.

The following paragraphs provide biographies of each of our nominees that include information regarding the person’s service as a trustee, business experience, service on other boards and areas of skill and expertise that were considered by the Nominating and Corporate Governance Committee and the Board in deciding that such individual should serve on the Board.

Jon E. Bortz, age 60, has served on our Board since 2005. Mr. Bortz is currently the 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). Prior to that, Mr. Bortz was Chief Executive Officer and Chairman of the Board of LaSalle Hotel Properties for more than eight years. 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, age 60, has served on our Board since 2003. Since 2003, Mr. Faeder has been a Managing Partner of Fountain Square Properties, a diversified real estate company. Over a10-year period prior to that. Mr. Fader held various positions at Sunrise Senior Living, Inc., a provider of senior living services in the United States, United Kingdom and Canada, including Vice Chairman, President and Executive Vice President and Chief Financial Officer. Mr. Faeder currently serves as a Director of Arlington Asset Investment Corp., a company that acquires and holds mortgage-related and other assets.Mr. Faeder is a valuable member of the Board because of his public company and accounting experience, having previously served as the president and chief financial officer of Sunrise Senior Living, and his real estate investment experience from his time as a private real estate investor.

Elizabeth Holland, age 51, has served on the Board since February 2017. Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, aseventy-year-old private real estate acquisition, development and management company with a portfolio of shopping center, office, and enclosed mall properties. She has held those roles since 1997. Prior to that, Ms. Holland was a practicing attorney and a fixed income portfolio manager. Ms. Holland is active in the International Council of Shopping Centers and serves as its Chairman of the Board of Trustees until May 2017. The Board views Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC as valuable and complementary skill sets to have on the Board.

Gail P. Steinel, age 60, has served on the Board since 2006. Since 2007, Ms. Steinel has been the owner of Executive Advisors, a company that provides consulting services and leadership seminars. Ms. Steinel’s previous experiences were as Executive Vice President with BearingPoint, Inc., a management and technology consulting firm with responsibility for overseeing the global commercial services business unit and a global managing partner of Arthur Andersen’s business consulting practice. Ms. Steinel is currently a 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, age 57, has served on the Board since 2007. Mr. Thompson is the 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’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, age 69, has served on the Board since 2002. Mr. Vassalluzzo has served as ourNon-Executive Chairman of the Board of Trustees since February 2006. From 1997 through 2005, Ms. Vassalluzzo held various positions, including Vice Chairman, with Staples, Inc., a retailer specializing in home, office, and computer products. Mr. Vassalluzzo currently serves as theNon-Executive Chairman of the Board of Office Depot, Inc. Mr. Vassalluzzo’s extensive background in retail and real estate as a result of having served as an executive with Staples, including his responsibility for expanding Staples real estate presence, as well as his service 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, age 56, has served on the Board since 2003. Mr. Wood currently serves as our President and Chief Executive Officer, positions he has held since 2003. Mr. Wood joined the Trust in 1998 and also held the positions of Chief Financial Officer and Chief Operating Officer. Currently, Mr. Wood is a director of Quality Care Properties, Inc., a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties, and has previously served as a director of Post Properties, Inc., Chairman of the Board of the National Association of Real Estate Investment Trusts and a member of the Board of Governors of the International Council of Shopping Centers. Mr. Wood’s 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.

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 affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required for the election of each of the Trustees. If you are a “registered” shareholder and fail to give any instructions on your proxy card on this matter, the proxies identified on the proxy card will vote FOR each of the seven individuals in accordance with the Board’s recommendation. An “abstention” or broker“non-vote” will have no effect on the outcome of the vote on this proposal.

INDEPENDENCE OF TRUSTEES

Article III, Section 1 ofThe Board reviews on an ongoing basis all relationships between us and each Trustee to determine whether each Trustee is independent or otherwise has any relationship to the Trust that could adversely affect the Trustee’s ability to exercise independent judgment and to confirm compliance with our Bylaws provideswhich provide 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 andOur Corporate Governance Committee, and after considering all relevant facts and circumstances, determined in each of February 2014 and February 2015 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 concludedGuidelines include a standard 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

The Board, on recommendation of the Nominating and 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 usCommittee, considered all relevant facts and any of the Trustees except as described below. All of these relationships were considered by the Board in making its determinationcircumstances and determined that all Trustees other than Mr. Wood, our Chief Executive Officer, are independent. The specific relationships considered byindependent under the standards of the NYSE, the SEC, our Corporate Governance Guidelines and applicable law for Board and Committee Service. In making that determination, the Board in

making its independence determinations were the following, which includes all oftook into account those relationships between us and our Trustees described in the “Certain Relationships and Related Transactions” section below:below and, with respect to Mr. Bortz, periodic use of Pebblebrook hotels for accommodations for conferences and business trips for various employees and, with respect to Mr. Vassalluzzo, five leases between Office Depot, Inc. and its wholly owned subsidiary, Office Max and the Trust.

The Nominating and Corporate Governance Committee is responsible for identifying individuals to stand for election as Trustees. The Committee considers whether the current trustees have all of the requisite skills and perspectives necessary to effectively carry out the Board’s oversight function going forward. If the Committee determines that any changes are needed to the size or composition of the Board, the Committee solicits recommendations on new members from other Board members and if no appropriate candidates are identified, the 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.

In considering any individual to stand for election as a trustee, the Committee takes into account the overall mix of knowledge, experience, skills and expertise needed on the Board, the performance of incumbent trustees, and diversity characteristics such as geography, gender and ethnicity. 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.

Once a candidate is identified who has not previously served on the Board, the candidate meets with other Board members as well as our senior management and the Committee undertakes whatever investigative and due diligence activities it deems necessary to verify the candidate’s credentials, to determine whether the candidate would be a positive contributor to the operations of the Board and a good representative of our shareholders and to confirm that the candidate satisfies all of the independence requirements imposed by the NYSE, the SEC, our Corporate Governance Guidelines and other applicable rules and regulations.

Shareholders 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. Shareholders wanting to present a candidate for consideration as a Trustee for election at the Trust’s 2018 Annual Meeting of Shareholders must provide the 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 Committee to evaluate the individual. The information should be sent to the Committee, in care of the Trust’s Secretary, by no later than November 23, 2017. A copy of our Bylaws may be obtained by sending a written request to Investor Relations at 1626 East Jefferson Street, Rockville, MD 20852.

BOARD OF TRUSTEES AND BOARD COMMITTEES

Board of Trustees and Board CommitteesTrustees:

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.management. During 2014,2016, the Board of Trustees held five meetings. The four meetings and thenon-management, independent Trustees (all of whom are independent) held four executive sessions at the meetings that were attended by all non-management Trustees.sessions. Mr. Vassalluzzo, theNon-Executive Chairman of the Board, presided over all Board meetings as well as all executive sessions of thenon-management Trustees during 2014.2016. TheNon-Executive Chairman of the Board is expected to preside over all future Board meetings and executive sessions ofnon-management Trustees. Since 2003, we have operated under

Our Board is directed by a governance structure where theNon-Executive Chairman of the Board. The Board andbelieves that having its own leadership separate from our Chief Executive Officer are separate positions held by different individuals. At its meetings in February 2014 and 2015, the Board discussed whether this structure was stillis the best structure for us and concluded thatthe Trust because it was. Having the Board operate under the leadership and direction of someone independent from management provides the

Board with the mostan appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Trust. ItTrust and also allows our Chief Executive Officer to focus his time on running ourday-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 2014.2016. 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 20142016 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 2014 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 20142016 for each of these standing committees are described below:

(1)	When Ms. Gamble’s service as a Trustee ends on May 2, 2017, Ms. Holland will replace Ms. Gamble as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

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 2016 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, 2015 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 OversightRISK 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 2015 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% of our employees participate in compensation programs tied to either corporate performance or divisional 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% of our employees (11 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 CompensationTRUSTEE COMPENSATION

TheNon-employee Trustees received the following fees for their service on the Board in 2014:2016:

Each non-employee Trustee and the Non-Executive Chairman of the BoardThe annual retainers for our Trustees are paid sixty percent (60%) of his/her annual retainer ($105,000 for other Trusteesin Shares and $150,000 for the Non-Executive Chairman of the Board)forty percent (40%) in the form of Shares. All Sharescash and all chair fees are paid as part of the annual retainer vested immediately upon issuance.in cash. The equity portion of the annual retainer for 20142016 was paid in Shares on January 2, 2015. The3, 2017 with the number of Shares actually received by each Trustee on January 2, 2015 was determined by dividing the amount of the annual retainer to be paid in Shares by $133.46,$142.11, the closing price of our stockShares on the NYSE on December 31, 2014,30, 2016, 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 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, 2014,2016, all Trustees then serving on the Board 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, thereThere were no additional fees paid or services provided 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.meetings other than those described above.

Total compensation awarded to Trustees for service in 20142016 was as follows:

Communications withFor 2017, the annual retainer fornon-employee Trustees will be $190,000 and for ourNon-Executive Chairman of the Board will be $265,000. No other changes were made to any Trustee compensation for 2017.

COMMUNICATIONS WITH THE BOARD

Any shareholder of the Trust or any other interested party may communicate with the Board as a whole, thenon-management Trustees of the Board as a group, theNon-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’sNon-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 DocumentsOTHER 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 1AUDIT INFORMATION

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 2016 Annual Meeting of Shareholders and until their successors have been duly elected and qualified:

PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is asking shareholders to ratify its selection of the Board of Trustees has retained GT as our independent registered public accounting firm for the fiscal year ending December 31, 2015 and is asking the shareholders to ratify that selection.2017. 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.

The Board recommends a vote FOR this proposal.

A representative of GT will be present at the Annual Meeting and will have the opportunity to make a statement if they so desire 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. GT2002 and is registered with the Public Company Accounting Oversight Board. Pursuant to

As required by its charter, the Audit Committee must pre-approve all audit and non-audit services provided by GT. For 2015, the Audit Committee to date has approved GT providing the followingnon-audit services: (a)  services for 2017, the scope and amount of which has remained unchanged for the last few years:

Audit Committee approval is required for suchadditionalnon-audit services does not exceed $3,150. The scope and amount of or fornon-audit services that GT can perform in 2015 has remained relatively unchangedexceed 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 2014 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 audit of the financial statements for our equity joint venture with affiliates of a discretionary fund created and advised by ING Clarion Partners for the fiscal year ending December 31, 2014. We own a 30% interest in that joint venture. The Audit Committee approved GT performing this audit 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.limits.

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.this proposal. If you fail to give any 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”“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.EXECUTIVE OFFICER AND COMPENSATION INFORMATION

EXECUTIVE OFFICERS

Our current “named executive officers” are:

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

James M. Taylor, Jr.Daniel Guglielmone,Executive Vice President-ChiefPresident—Chief Financial Officer and Treasurer of the Trust since(since August 15, 2012,2016) with responsibility for overseeing the Trust’s capital markets, financial reporting, investor relations, corporate communications information technology and East Coast acquisitions functions; Executiveacquisitions; Senior Vice PresidentPresident—Acquisitions & Capital Markets of theVornado Realty Trust from July 30, 2012 until August 14, 2012; and a senior managing director in(2003—2016); Director of the real estate investment bankingand lodging group of Salomon Smith Barney / Citigroup (1993—2003) and the retail division of Eastdil Secured and predecessors Wachovia Securities and First Union Securities (1998Douglas Elliman Commercial Real Estate (1989 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)1992).

Dawn M. Becker, Executive Vice President – Chief Operating Officer (since February 2010) and President—General Counsel and Secretary of the Trust (since April 2002), with responsibility for overseeing allvarious of the Trust’s operations and asset managementcorporate functions andincluding the Trust’s Legal, and Human Resources and Information Technology Departments; and prior to that time, various officer positions with the Trust, including Executive Vice President–President—Managing Director Mixed Use Operations (2015 to 2016), Executive Vice 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 for 2016 who are:

You will be asked in ItemProposal 3 of this proxy statement to provide anon-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.

At our 2016 annual shareholder meeting, approximately 94% of the votes cast at the meeting supported our advisory vote on compensation for our named executive officers. We believe this strong 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 2016.

Executive Summary:2016 Performance Highlights:

We executed on all phases of our 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. Some of the 2014 highlights included:

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 the compensation of our named executive officers is in the form of equity under our LTIAP which is calculated based on a 3-year performance period, the pay for performance alignment is most evident when looking at total shareholder returns for the same 3-year period. The following graph shows the compensation earned by our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer positions 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 our

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:

OurWe believe in “pay for performance” compensation programs are designedin which a majority of our executives’ compensation is tied to create a compensation package for each named executive officer that is sufficiently competitive to attractcompany success in meeting predetermined performance objectives and retain top-level real estate professionals and to motivate those individualscreating long-term shareholder value. This strategy motivates our executives to achieve superior results for usour annual and longer-term strategic and financial goals, aligns our shareholders. As part ofexecutives with our shareholders and recognizes the executives’ contributions in delivering strong corporate performance. We accomplish this compensation philosophy, we try to provideby providing a strong link between an executive’s total earnings opportunity and both our short-term and long-term performance based ongoals. We set levels of compensation for each executive that are competitive with the achievement of pre-determined financial targetsmarket in order to ensure that we can attract and operating goals and to encourage ourretain high-caliber executives to enhance shareholder value by acting and thinking like shareholders.in the marketplace in which we compete for talent. The key principles guiding our compensation programs and 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 2014 compensation for our named executive officers is comprised of annual bonuses under our Annual Bonus Plan and long-term equity awards under our LTIAP, both of which are earned only if the Trust meets pre-established performance hurdles. These “at risk” portions of

compensation represented 84% of the total 2014 compensation earned by our Chief Executive Officer and 72% of the total 2014 compensation earned by our Chief Financial Officer and Chief Operating Officer.

3. A significant portion of each executive’s total compensation opportunity should be equity based. Our executives should act in the best interest of our shareholders and the best way to encourage them to do that is through compensating them with an equity stake in the Trust and requiring that they maintain a meaningful ownership position. To facilitate this objective, we have adopted guidelines requiring that Mr. Wood, as our CEO, have an equity ownership in the Trust having a value of at least three times his base salary and annual 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 bonus. The Nominating Committee confirmed that each of Mr. Wood, Ms. Becker and Mr. Taylor were in compliance with the minimum stock ownership requirements at December 31, 2014. In addition, we adopted a policy in 2013 that expressly prohibits 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” 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 with the Board clawback policies during 2014 and given the expectation that the SEC will issue in 2015 guidance on the nature of the clawback policy that will be required to be adopted to comply with the terms of the Dodd-Frank Act, the Nominating Committee and the Board decided not to adopt any clawback policy in 2014. The Nominating Committee and Board intend to reconsider adoption of a clawback policy in 2015 if the SEC has not issued the requisite guidance by the end of 2015.

Competitive Compensation Levels:		•     Total compensation levels competitive with the marketplace •     Aggregate compensation levels reasonable in the context of our overall cost structure and that support our business strategy
Significant “At Risk” Compensation:		•     Relatively small portion of compensation is guaranteed •     Significant portion of compensation varies based on our short-term and long-term performance
Variability based on Individual Performance:		•     Amount earned by an executive varies based on the individual’s performance and overall contribution and value to the business
Significant Equity Ownership:		•     Significant portion of compensation is paid in the form of equity •     Named executive officers required to maintain a significant equity ownership position •     Prohibition against hedging and pledging our Shares

Compensation MethodologyMethodology:

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 recommendations 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 theirhis or her 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. TheIn addition to that judgment and experience, the Compensation Committee also consulted the National Association of Real Estate Investment Trust’s 20132015 and 20142016 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 130141 real estate investment trusts (“REITs”) that participated in the survey as well as by the approximately 2231 retail focused REITs that participated in the survey. NotThe NAREIT Surveys are limited in their applicability as they do not include private real estate company data nor do they include all REITsREITs. Further, not all REITS that participated in the surveysurveys provided information for each of the named executive officer positions and it is not possible to determine from the NAREIT SurveySurveys 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.above.

ElementsComponents of Total Compensation and 2016 Performance:

Base SalariesSalaries:

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 MercerSurveys 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%96% of our employees. The Annual Bonus Plan is a cash based plan that is intended to compensateemployees and compensates 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 or 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 toof any of these individualsour executive officers based on theirhis or her performance for the year. Each of our named executive officers (as well as approximately 5884 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 cash portion of the 2016 annual bonuses paid to our executive officers is reflected in the“Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table in this proxy statement. The Share 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.

The level of FFO per share at which payouts are established are set at

At the beginning of each year, by the Compensation Committee after a thorough reviewestablishes the FFO per share that has to be achieved for our named executive officers and discussion of our budget and investor expectations for that year and considering recommendations of our CEO.other employees to earn an annual performance bonus. The FFO per share levels established by the Compensation Committee are intended to reflect acceptable to exceptional performance in light of our business objectives.objectives for that year and are established by the Compensation Committee after a thorough review and discussion of our budget and investor expectations for that year and after considering recommendations of our CEO. 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-termannual financial success which is being rewarded in annual performance bonuses.success. The following chart shows the potential 2014 annual bonus payouts established2016 FFO per share levels set by the Compensation Committee, the payout potential as a percentage of each executive’s bonus target for achieving each level of FFO per share and the actual FFO per share achieved in 2016.

Based on achieving FFO per share for 2016 of $5.65, the potential annual bonus payout for each of our named executive officers at various levelsis 112.5% of target bonus levels. See Appendix A to this proxy statement for additional information about FFO and a reconciliation of FFO per share and the final potential annual bonus payout based on our 2014 results:

In 2014, we achieved FFO of $4.79 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 under the Annual Bonus Plan. The Compensation Committee determined that such a result would not be appropriate and would have penalized management for making 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 the prepayment from the calculation of FFO which resulted in FFO per share for bonuses purposes of $4.95 per share. A reconciliation of net income to FFO available for common shareholders can be found on page 48, in Item 7, of our Form 10-K for calendar year 2014 filed with the SEC on February 10, 2015.

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. 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 2014 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 resulted in year over year increases in FFO, FFO per share and property operating income; and (b) Mr. Taylor’s work in financing our development pipeline and growing our portfolio through acquisitions.

For 2014, each of Mr. Wood, Ms. Becker and Mr. Taylor elected to receive 25% 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.income.

AnnualPerformance 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.Long-Term Incentive Award Program (“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 minimum6-year time horizon comprised ofthat includes a3-year performance period, followedan award date, plus by a minimum of a3-year time based vesting period. period for Shares and a5-year vesting period for options. The following chart shows the time horizon for awards made for the3-year performance period ending December 2016:

We believe that the combination of this extended period with the requirements described abovebelow 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 this program are: (a) total shareholder return relative to the Bloomberg REIT Shopping Center Index (“BBRESHOP”) which accounts for 50% of the total award; (b) absolute total shareholder return which accounts for 25% of the total award; and (c) return on invested capital which accounts for 25% of the total award. For purposes of the LTIAP, the levels of performance required to be achieved for our named executive officers to earn an LTIAP awardtotal shareholder return takes into account both Share price appreciation and the performance actually achieved for the three year period from January 1, 2012 through December 31, 2014dividends assuming all dividends are set forth below:

reinvested. The Compensation Committee believes that relative total shareholder return, absolute total shareholder return and return on invested capitalthese metrics 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 primarily 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 whilethe applicable3-year performance period and return on invested capital determinesreflects how effectively we have investedallocated our shareholders’ capital.capital during that time. These performance metrics support the objectives of the company and the LTIAP and remain unchanged from prior years.company.

The potential LTIAP paymentslevels of performance required to be achieved for botheach metric for Mr. Wood and Ms. Becker atto earn an LTIAP award, the various levelsamount to be earned as a percentage of performance for each ofexecutive’s LTIAP target and the performance metrics under the LTIAP and the amounts actually earned by Mr. Wood and Ms. Beckerachieved on each metric for the prior 3-yearthree year period from January 1, 2014 through December 31, 2016 are set forth in the following table:chart below:

The Compensation Committee approved payingsame metrics and performance levels are also applicable to Mr. Guglielmone; however, his payout levels on achieving the various levels of results are 67%/100%/133% of his target for each of Mr. Wood and Ms. Becker the full amount of the LTIAP award to which they were entitled.metric. The Compensation Committee has the discretion to increase or decrease any LTIAPthe award for each executive by up to 20% to reflect individual performance but did not exercise that discretionin order to account for the 2014 LTIAP awards for either Mr. Wood or Ms. Becker. With respect to Mr. Taylor, the Compensation Committee elected in February 2014 to advance Mr. Taylor’s LTIAP award for the period ending December 31, 2014 and make that award in February 2014 instead of February 2015. The Compensation Committee determined that making this award in advance was warranted given Mr. Taylor’s relatively short tenure with us, and therefore his relatively small equity ownership in the company, and Mr. Taylor’s importance to us 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.personal performance.

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 2014 LTIAP award in Shares. The number of Shares actually awarded to each individual wasunder the LTIAP is 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 the closing price of our stockShares on the NYSE on the date the awards wereare made. There is no amount included for 2016 in the Summary Compensation Table or Grants of Plan-Based Awards Table in this proxy statement for LTIAP awards earned for the awards to Mr. Wood or Ms. Becker.2014-2016 performance period. The LTIAP awards reflected for 2016 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 performanceawards made in February 2016 for the3-year performance period ending December 31, 2013 which were awarded2015.

2016 Compensation Decisions:

The following chart sets out the compensation realized by each of our named executive officers for performance in February 2014. 2016 based on company and individual performance:

The LTIAP awards reflectedamounts set forth above for the annual performance bonus and performance based, long-term equity program differ from the amounts shown for 2016 in the Summary Compensation Table because the chart above reflects the amount realized for the year and the GrantsSummary Compensation Table reflects these amounts in the year in which the awards are made. We believe the chart above is helpful because it allows the actual compensation realized for 2016 to be understood in the context of Plan-Based Awards Tablethe Trust’s financial and other performance for the performance periods ending in 2016.

Taking into account market conditions as well as company and individual performance, the Compensation Committee made the following decisions in 2016 with respect to our named executive officers:

Donald C. Wood, Chief Executive Officer:

Base Salary: The Compensation Committee increased Mr. Wood’s 2016 base salary from $850,000 to $950,000 at its meeting on February 3, 2016, slightly less than a 12% increase. This was the first time Mr. Wood’s base pay had been increased since 2011. The Committee believed this was an appropriate increase to reflect current market rates for someone with Mr. Wood’s experience and high level of performance.

Annual Performance Bonus: At its meeting on February 8, 2017, the Committee elected to award Mr. Wood a bonus at 100% of his target instead of the full 112.5% of target he would have been entitled to receive based on company performance, a decrease of approximately $178,000. The Committee noted that underperformance at

one of the Trust’s large mixed use developments (Pike & Rose) warranted such a reduction 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 2014Wood, as well as the award madeother named executive officers. Mr. Wood elected to him in February 2014 in advancetake 25% of the completion of the 3-yearhis annual performance period ending December 31, 2014.

Chief Executive Officer Compensation

More than 65% of Mr. Wood’s target compensation isbonus in the form of equity under our LTIAP which is calculated basedrestricted shares and the remainder in cash.

LTIAP: Based on a 3-year performance period. Accordingly,levels achieved for this program, the payaward potential for performance alignment is most evident when looking at total shareholder returnsMr. Wood was 146.3% of target or approximately $7.3 million; however, for the same 3-year period. The following graph showsreasons noted above relating to the compensation earned byunderperformance at one of the Trust’s large mixed use developments (Pike & Rose), the Compensation Committee, at its meeting on February 8, 2017, elected to reduce Mr. Wood’s award to $6.5 million (approximately 11% decrease) to account for lower than initially forecasted returns on that project. Mr. Wood for eachelected to take 100% of 2010-2014 compared tohis award in the total shareholder return we delivered to our shareholders for the 3-year periods ending on December 31 in eachform of those years.restricted shares.

2010 compensationOther: Mr. Wood does not includereceive any benefits or other perquisites that are not widely available to other employees of the company other than 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.

In addition to the base salary, annual bonus and LTIAP award described above, we have an agreementhealth care arrangement outlined in place with Mr. Wood (“a Health Coverage Continuation Agreement”) pursuant to whichAgreement. Under that agreement, 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 coverageCoverage will continue as to Mr. Wood and his spouse until their death, or with respect to his spouse until divorce, if earlier. As toearlier, and coverage continues for three of 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 isWe are required to beprovide coverage of 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. This agreement has been in place and remained unchanged since 2008.

Daniel Guglielmone, Chief Financial Officer:

Base Salary: As part of his initial hiring package, Mr. Guglielmone’s 2016 base salary was set at $450,000. The actual salary earned by Mr. Guglielmone during 2016 waspro-rated to reflect his actual period of employment during the year.

Annual Performance Bonus: For the same reasons described above, the Committee awarded to Mr. Guglielmone a bonus at 100% of his target instead of the full 112.5% of target he would have been able to receive based on company performance, a decrease of approximately $42,000. As part of his initial hiring package and as an inducement to leave his prior employment, the Compensation Committee agreed that Mr. Guglielmone’s 2016 bonus would not be prorated. Mr. Guglielmone elected to receive all of his annual performance bonus in cash.

LTIAP: The Compensation Committee has determinedawarded Mr. Guglielmone $900,000 as provided for in his initial hire package. Mr. Guglielmone elected to take 100% of his award in the form of restricted shares.

Other: To replace amounts Mr. Guglielmone had to forfeit upon leaving his prior employment, the Compensation Committee agreed to pay to Mr. Guglielmone the following additional amounts as part of his hire package: (a) $500,000 cash payment to be paid in equal installments in February 2017 and February 2018; (b) $500,000 paid in the form of 3,133 restricted shares that these perquisiteswere issued when Mr. Guglielmone joined the Trust on August 15, 2016, and other personalwhich will vest equally over 3 years; and (c) $1 million paid in the form of 6,266 restricted shares that were issued when Mr. Guglielmone joined the Trust on August 15, 2016. These shares vest equally over 7 years. In addition, we entered into a severance agreement with Mr. Guglielmone in substantially the same form as the severance agreement we have in place with Ms. Becker; however, Mr. Guglielmone’s severance agreement provides for a double trigger requirement in connection with a change in control before payment on change in control and does not include an excise taxgross-up. In addition, the benefits arefor Mr. Guglielmone on a relatively smalltermination without cause only apply if the termination occurs during Mr. Guglielmone’s first three years of employment with the Trust.

Dawn M. Becker, General Counsel:

Base Salary: The Compensation Committee left Ms. Becker’s base salary at $450,000, unchanged from prior years.

Annual Performance Bonus: For the same reasons described above, the Committee awarded to Ms. Becker a bonus at 100% of her target instead of the full 112.5% of target she would have been able to receive based on company performance, a decrease of approximately $42,000. Ms. Becker elected to receive 25% of her annual performance bonus in the form of restricted shares and the remainder in cash.

LTIAP: The Compensation Committee awarded Ms. Becker an LTIAP award of $877,725, the full amount to which she was eligible to receive based on company performance for the applicable3-year period. Ms. Becker elected to take 100% of her award in the form of restricted shares.

James M. Taylor, Former Chief Financial Officer:

The Compensation Committee set a 2016 base salary for Mr. Taylor of $500,000. Mr. Taylor left the company in May 2016 and received his base salary through his last date of employment. Mr. Taylor did not receive an Annual Performance Bonus or LTIAP award in connection with 2016 performance.

Other Compensation Considerations:

At-Risk Compensation: One of our key compensation principles is that 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 Mr. Wood’s overallthat “at risk” compensation are reasonable in lightdesigned to incentivize the creation of sustainable, long-term shareholder value. The “at risk” portion of 2016 compensation for our named executive officers is comprised of amounts paid under our Annual Bonus Plan and performance based, long-term equity awards under our LTIAP. The chart below shows that the “at risk” portions of compensation represent a significant percentage of the total compensation packagefor each of our named executive officers—approximately 89% for Mr. Wood and 73% for each of Mr. Guglielmone and Ms. Becker.

Equity Ownership: Each of our named executive officers is required to maintain a level of ownership of equity in the company equal to a multiple of the sum of his or her base salary and annual bonus. The required multiples for our named executive officers are consistent3 times for Mr. Wood and 2.5 times for each of Mr. Guglielmone and Ms. Becker. Each of Mr. Wood and Ms. Becker were in compliance with the equity ownership requirement as of December 31, 2016. Mr. Guglielmone joined the Trust in August 2016 and will have 5 years to meet the equity ownership requirements.

Risk Assessment: As described in the “Risk Management Oversight” section, we have concluded that our compensation objectivesprograms do not encourage excessive or unnecessary risk taking. We do not currently have any clawback or other compensation recovery policy with respect to compensation that may have been paid on the basis of creating programsincorrect financial results. Given the SEC’s pending clawback rule, the Board elected to wait until the final rulemaking was in place before adopting a clawback policy so that will allow us to retain talented executives.our the policy would be in full compliance with SEC requirements.

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 materialnon-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 neverre-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 the3-year performance period ending on December 31, 20142016 were made at the Compensation Committee’s meeting on February 6, 20157, 2017 based on the closing price of our Shares on the NYSE on that date.

Termination andChange-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 andChange-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 arenon-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 RegulationS-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, 2014, 20132016, 2015 and 2012,2014, 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, 20157, 2017 for the performance period ending December 31, 2014.2016. 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 20152017 based on 20142016 performance is included below in the “Non-Equity“Non-Equity Incentive Plan Compensation” column.