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 23, 201722, 2019

Dear Shareholder:

Please accept ourthis invitation to attend our 2019 Annual Meeting of Shareholders on Wednesday, May 3, 20171, 2019 at 10:00 a.m. This year’s meeting will be held at AMP by Strathmore located at the Trust’sour Pike & Rose property, 11810 Grand Park Avenue, North Bethesda, Maryland.

The attached notice of the 2019 Annual Meeting of Shareholders and proxy statement provide important information about the annual meeting and the business to be conducted at the meeting is described in the formal notice that follows.meeting. In addition, management will provide a review of 20162018 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.

Your vote is important to us. Please takeWe urge you to read this timeproxy statement carefully. Whether or not you plan to attend the annual meeting in person, we urge you to vote viapromptly through the Internet (www.voteproxy.com)internet, by telephone or by telephone(1-800-PROXIES or1-800-776-9437).mail.

WeThank you for your continued support and we look forward to seeing you on May 3.1.

Sincerely,

FEDERAL REALTY INVESTMENT TRUST

1626 East Jefferson Street, Rockville, Maryland 20852

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 3, 2017

To Our Shareholders:

The 2017 Annual Meeting of Shareholders of Federal Realty Investment Trust will be held at AMP by Strathmore located at 11810 Grand Park Avenue, North Bethesda, Maryland, on Wednesday, May 3, 2017, at 10:00 a.m. for the purpose of considering and acting upon the following:

•    Advisory vote approving the compensation of our named executive officers

For the Trustees:

Dawn M. Becker

Executive Vice President—General Counsel and Secretary

March 22, 2019

HOW TO VOTE

ShareholdersYour vote is important to us. You are eligible to vote and receive notice of the meeting if you were a registered owner of record of our common shares of beneficial interest (“Shares”) at the close of business on the March 14, 2017 are2019 record date. A majority of the Shares entitled to notice of and to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting.

ForIf you own your Shares directly with our transfer agent, American Stock Transfer and Trust, LLC, you are a registered shareholder and can vote either in person at the Trustees:Annual Meeting or by proxy without attending the Annual Meeting through one of the following methods:

Visitwww.voteproxy.com. You will need the control number on your Notice of Internet Availability, proxy card or voting instruction form. Votes must be submitted by 11:59 pm EDT on April 30, 2019 to be counted for the meeting.		Call1-800-Proxies(1-800-776-9437). You will need the control number on your Notice of Internet Availability, proxy card or voting instruction form. Votes must be submitted by 11:59 pm EDT on April 30, 2019 to be counted for the meeting.		You can vote my marking, signing and dating your proxy card.

Dawn M. Becker

Executive Vice President—General

Counsel and Secretary

Your vote is important. Even if you plan to attend the meeting, please vote via 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, youYou may revoke your proxy at any time before it is voted at the Annual Meeting by notifying the secretary in writing, submitting a proxy dated later than your original proxy, or attending the Annual Meeting and votevoting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 3, 2017

The 2017OUR ANNUAL MEETING.Our 2019 Proxy Statement and 20162018 Annual Report to Shareholders, which includes our Annual Report on Form10-K for the year ended December 31, 2016,2018, are available at www.federalrealty.com.www.federalrealty.com.

TABLE OF CONTENTS

1626 East Jefferson Street, Rockville, Maryland 20852

PROXY STATEMENT SUMMARYABOUT FEDERAL REALTY

Federal Realty Investment Trust is a recognized leader in the ownership, operation and redevelopment of high-quality retail based real estate located primarily in major coastal markets from Washington, D.C. to Boston as well as San Francisco and Los Angeles. Founded in 1962, our mission is to deliver long term, sustainable growth through investing in densely populated, affluent communities where retail demand exceeds supply. Our expertise includes creating urban,mixed-use neighborhoods like Santana Row in San Jose, California, Pike & Rose in North Bethesda, Maryland and Assembly Row in Somerville, Massachusetts. These unique and vibrant environments that combine shopping, dining, living and working provide a destination experience valued by their respective communities. Federal Realty’s 105 properties include approximately 3,000 tenants, in approximately 24 million square feet, and over 2,600 residential units.

Throughout this proxy statement, we use the terms “Federal Realty”, “Company”, “Trust”, “we”, “our” and “us” to refer to Federal Realty Investment Trust and the terms “Board” and “Trustees” used throughout this proxy statement refer to the Board of Trustees of Federal Realty Investment Trust.

ANNUAL MEETING INFORMATION

We are providing these proxy materials in connection with the 20172019 Annual Meeting of the Shareholders (“Annual Meeting”) of Federal Realty Investment Trust (the “Trust”).the Trust. These materials will assist you in voting your common shares of beneficial interest of the Trust (“Shares”)Shares by providing information on matters that will be presented at the Annual Meeting.

2017 ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND VOTE RECOMMENDATIONSThe following matters are being presented for a vote at the 2019 Annual Meeting of Shareholders:

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials including this proxy statement and our 20162018 Annual Report to Shareholders, which includes our Annual Report on Form10-K for the year ended December 31, 20162018 (“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.Internet. On or about March 23, 2017,22, 2019, 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

You are receiving This section does not apply if you previously requested to receive these materials because you owned our Shares as of March 14, 2017, the record date established by ourmail.

The Board of Trustees (“Board”)is responsible for our Annual Meeting of Shareholders (“Annual Meeting”). Everyone who owned our Shares as of that date, whether directly as a registered shareholder or indirectly through a broker or other nominee, is entitled to vote at the Annual Meeting. We had 72,172,665 Shares outstanding on March 14, 2017. A majorityproviding governance and oversight of the Shares entitled to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting.

As a 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 eachstrategy, operations and management of the seven open trustee positions. If 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, voting instruction form or email, or any combinationTrust on behalf of these. You should provide voting instructions for all Notices, proxy cards, voting instruction forms and email links you receive.

If you are a 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 ofour shareholders. Our Board has adopted the following methods:key documents, together with our Bylaws, that form the governance framework for the Trust. Each of these documents is periodically reviewed and updated to confirm they provide the appropriate governance framework for the Trust and to comply with current regulatory and governance requirements.

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 wish 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 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 or other nominee specific instructions on how to vote your Shares with respect to Proposals 1, 3 and 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 or other nominee with voting instructions. If you fail to give your broker or other nominee specific instructions on how to vote your Shares on Proposal 2, your broker or other nominee will generally be able to vote on Proposal 2 as he, she or it determines.

In the future, if you own your Shares directly and would like to receive proxy materials by email, you may register to do so atwww.astfinancial.com in which case you will receive an email containing links to our proxy materials. If you own Shares through a broker or other nominee and want to receive proxy materials via email, you must contact your broker or other nominee for instructions. Your election to receive your proxy materials by email delivery will remain in effect for all future annual meetings until you revoke it.

Shareholders can access this Proxy Statement, our Annual Report and our other filings with the Securities and Exchange Commission (“SEC”) on the Investors pageInvestors/Corporate Governance section of our website atwww.federalrealty.com. A copyPrinted copies of our Annual Report, including the financial statements and financial statement schedules (“Form10-K”) is being providedthese documents are also available free of charge upon written request to shareholders along with this Proxy Statement. The Form10-K includes certain exhibits, which we will provide to you only upon request addressed toour Investor Relations Department at 1626 East Jefferson Street, Rockville, Maryland 20852.

CORPORATE GOVERNANCE PRACTICES

The request must be accompanied by paymentTrust has a history of a feestrong corporate governance and is committed to cover our reasonable expenses for copyingpractices and mailingpolicies that best serve 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 moreinterests of our shareholders unless we have received contrary instructions from shareholders. This procedure, referred to as “householding”, reducesOur practices and policies include, among other things, 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 statement and annual report in the future, or receives multiple copies of the proxy statement and Annual Report and wishes to receive a single copy, the shareholder should provide such instructions by calling our Investor Relations Department at(800) 937-5449, by writing to Investor Relations at 1626 East Jefferson Street, Rockville, Maryland 20852, or by sending ane-mail to Investor Relations atIR@federalrealty.com.following:

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

OWNERSHIP INFORMATION

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 14, 2017:

INDEPENDENCE OF TRUSTEES

The 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 which provide that no more than one of our Trustees can fail to qualify as independent underjudgment. This review also determines whether each Trustee satisfies the independence requirements of the New York Stock Exchange (“NYSE”), the SEC, and our Corporate Governance Guidelines and other applicable rules and regulations.Guidelines. Our Corporate Governance Guidelines include a standard that a Trustee’s position as a director, officer or owner 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.

The Board, on recommendation of the Nominating and Corporate Governance Committee, considered all relevant facts and circumstances and determined that all Trustees other than Mr. Ordan and Mr. Wood our Chief Executive Officer, are independent for purposes of Board and committee service under the standards of the NYSE, the SEC, our Corporate Governance Guidelines and applicable law for Board and Committee Service.law. In making thatthe independence determination, the Board took into account those relationships between us and our Trustees described in the “Certain Relationships and Related Transactions” section 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.

IDENTIFYING INDIVIDUALS TO STAND FOR ELECTION AS TRUSTEES

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 considered 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.following:

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 COMMITTEESMEETINGS

Board of Trustees:

The Board of Trustees discharges its responsibilities throughholds regularly scheduledin-person meetings as well asand if needed, will also act through telephonic meetings, action by written consent and other communications with management. During 2016,2018, the Board of Trustees held five meetings, four meetings and theof which werein-person meetings. Thenon-management, independent Trustees held fouran executive sessions.session at each of those fourin-person meetings. Mr. Vassalluzzo, theNon-Executive Chairman of the Board, presided over all Board meetings as well as all executive sessions of thenon-management, Trustees during 2016.independent Trustees. TheNon-Executive Chairman of the Board is expected to preside over all future Board meetings and executive sessions ofnon-management, independent Trustees.

Our Board is directed by aNon-Executive Chairman of the Board. The Board believes that having its own leadership separate from our Chief Executive Officer is the best structure for the Trust because it provides the

Board with an appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Trust and also allows our Chief Executive Officer to focus his time on running ourday-to-day business.

Each of the Trustees attended 100% of allthe meetings of the Board and the Boardas well as 100% of all committee meetings, including committees on which eachthe Trustee serveddid not serve during 2016. Our Corporate Governance Guidelines provide that2018. It is the Trust’s policy for all Trustees are expected to attend all meetingsour annual meeting of the Board and the Board committees on which he or she serves as well as the Annual Meeting of Shareholders.shareholders absent exceptional cause. All Trustees attended our 20162018 Annual Meeting of Shareholders.

Board Committees:

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 committee member of these committees meets 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 2016 forInformation about each of these standing committees are describedis included in the chart below:

Financial expert

(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.

RISK MANAGEMENT OVERSIGHT

Although the

The Board has delegated to the Audit Committee responsibilityis responsible for overseeing our risksenterprise level risk of the Trust and exposures on an ongoing basis,does so directly and through its committees. As part of carrying out its risk oversight responsibilities, 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 business 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) 

TRUSTEE COMPENSATION RISK ASSESSMENT

Non-employee Trustees received the following fees

In February 2019, our Compensation Committee reviewed our compensation policies and practices for their serviceall of our employees to determine whether any of such policies or programs created any risk that is reasonably likely to have a material adverse effect on the Board in 2016:

PROPOSAL 1 – ELECTION OF TRUSTEES

Our Board of Trustees currently has eight Trustees, all of whom have been nominated to stand fornon-audit services election at the 2019 Annual Meeting. All trustees elected at the meeting will hold office until the 2020 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. You are entitled to cast one vote per Share for each of the eight named individuals. Proxies may not be voted for more than eight individuals. Our Bylaws provide that exceed the above limits.

The affirmative vote ofin uncontested elections such as this one, a nominee must receive a majority of votes cast at the Annual Meeting, in person or by proxy, is requiredorder to approve 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.be elected. An “abstention” or broker“broker“non-vote” will have no effect on the outcome of the vote on this proposal, however, if you fail to give instructions to your broker, your broker may have authority to vote the shares for this proposal.

EXECUTIVE OFFICERNOMINEES

The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified candidates to serve on our Board. The committee has identified the following eight individuals to stand for election at our 2019 Annual Meeting of Shareholders. Each of these nominees is currently a member of our Board.

QUALIFICATIONS AND COMPENSATION INFORMATIONCHARACTERISTICS OF TRUSTEES

EXECUTIVE OFFICERS

Our current “named executive officers” are:In determining who should stand for election as a Trustee, the Nominating and Corporate Governance Committee tries to ensure that the Board is composed of individuals whose backgrounds, skills and experiences, when taken together, will provide the Board with the range of skills and expertise to be able to effectively guide and oversee our strategy, operations and management. At a minimum, candidates should have the ability to exercise judgment in fulfilling his/her responsibilities, a professional background that would enable him/her to understand our business, public company, real estate, retail and/or other financial experience and a history of honesty, integrity and fair dealing with third parties. The skills and experience of the Trustees in areas we consider critical to our business are described in detail in the biographies above and summarized below:

The Nominating and Corporate Governance Committee also seeks geographic, age, tenure, gender and ethnic diversity on the Board. Although the Board has not adopted any specific policies on diversity, the Nominating and Corporate Governance Committee and the Board believe that diversity is a factor to be considered, consistent with the goal of creating a Board that best serves the needs of the Trust and our shareholders. Our nominees reflect the Board’s efforts and commitment to diversity with two women and one African American included in that group. The Board also made the determination over the past year that the effectiveness of the Board’s oversight function would be further enhanced by adding a trustee who had recent and broad REIT and public company expertise given the dynamics of a changing marketplace. As a result, the Board increased its size from seven to eight trustees and elected Mark Ordan to fill the newly created position. Mr. Ordan’s selection is described in more detail below.

PROCESS FOR SELECTING TRUSTEES

In considering nominees to stand for election at the Annual Meeting, the Board and the Committee evaluate each person’s background, qualifications and attributes to serve as a Trustee based on the criteria described above and for incumbent Trustees, their years of experience working together on the Board and the deep knowledge of the Trust they have developed as a result of such service on the Board. This is especially important in our company where real estate decisions and strategy often take years to develop and require a full understanding of history in setting strategies and making decisions. The Board and the committee also consider each incumbent Trustee’s contributions to the effectiveness of the Board and its committees based on thein-depth individual trustee assessments completed each year for each Board member by each other Board member.

To identify, recruit and evaluate qualified candidates for the Board, the Board first looks to individuals known to current Board members through business and other relationships. If the Board is not able to identify qualified candidates in that way, the services of a professional search firm would be used. Mr. Ordan was identified by Board members from his extensive, recent experience leading public companies, including real estate companies, as well as his retailing experience and familiarity with the Trust and current Board members. Until July 2018, Mr. Ordan served as Chief Executive Officer of QCP Properties, Inc., a real estate investment trust focused on post-acute/skilled nursing and memory care/assisted living properties. Our chief executive officer, Mr. Wood served on the board of QCP Properties and on its compensation committee at the same time. As a result of Mr. Wood’s service on the QCP Properties compensation committee, Mr. Ordan will not satisfy the requirements to be considered an independent trustee under the NYSE listing standards until August 2021. The Committee and the Board considered this fact and determined that the perspectives Mr. Ordan would bring to the table as a trustee would be very valuable today and outweighed any concerns with his not satisfying the independence requirements of the NYSE until August 2021.

PROCESS FOR SHAREHOLDERS TO RECOMMEND TRUSTEE NOMINEES

Shareholders may propose a candidate to be nominated for election to the Board by following the procedures outlined in our Bylaws, a copy of which can be obtained by sending a written request to Investor Relations at 1626 East Jefferson Street, Rockville, Maryland 20852. If you want to recommend a nominee, you can submit a written recommendation in accordance with our Bylaws that includes the name, qualifications and other pertinent information about the nominee to the Trust’s Secretary at our Rockville office. Any recommendation for a nominee to be considered at our 2020 Annual Meeting must be submitted no later than November 23, 2019.

TRUSTEE COMPENSATION

Ournon-employee Trustees receive the following compensation for their service on the Board:

As of December 31, 2018, all Trustees then serving on the Board complied with the required level of stock ownership with the exception of Ms. Holland, who joined the Board in February 2017, and is expected to satisfy the requirement within the5-year time frame. Mr. Ordan’s compliance with this requirement will be assessed beginning December 31, 2019.

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. There were no additional fees paid or services provided to any Trustee for service on any of the Board committees or for attendance at any Board or committee meetings other than those described above.

The levels of Trustee compensation have remain unchanged since 2017. These levels were set after reviewing board compensation being paid to more than 28 public real estate investment trusts at that time and were determined to be reasonable market compensation based on that information. Total compensation awarded to Trustees for service in 2018 was as follows:

EXECUTIVE OFFICERS

Our named executive officers (“NEOs”) are:

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

Daniel Guglielmone, Executive Vice President—President – Chief Financial Officer and Treasurer of the Trust (since August 2016) with responsibility for overseeing the Trust’s capital markets, financial reporting, investor relations, corporate communications and East Coast acquisitions; Senior Vice President—AcquisitionsPresident-Acquisitions & Capital Markets of Vornado Realty Trust (2003—(2003 – 2016); Director of the real estate and lodging group in investment banking of Salomon Smith Barney / Citigroup (1993—(1993 – 2003) and the retail division of Douglas Elliman Commercial Real Estate (1989 to– 1992).

Dawn M. Becker, Executive Vice President—President – General Counsel and Secretary (since April 2002) with responsibility for overseeing various of the Trust’s corporate functions including the Trust’s Legal, 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—President – Chief Operating Officer (2010 to– 2015) and Vice President—President–Real Estate and Finance Counsel (2000 to– 2002).

PROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION DISCUSSION AND ANALYSISOF OUR NAMED EXECUTIVE OFFICERS

This

You are being asked to approve on an advisory basis the compensation of our NEOs as described in the Compensation Discussion and Analysis (“CD&A”) describes, the material components of,Summary Compensation Table, the supplemental tables and the material factors and considerations behind,disclosure narratives that follow. This is an opportunity to express your opinion regarding the compensation and benefits paid to our named executive officers for 2016 who are:

You will be asked in Proposal 3 of this proxy statement to provide anon-binding, advisory votedecisions made by the Compensation Committee on the compensation of our named executive officersNEOs for 2018; however, it will not affect any compensation already paid or awarded for 2018 and will not be binding on the Compensation Committee, the Board or the Trust. The Board and our Compensation Committee value the opinions of our shareholders and will review the results of this vote and take those results into consideration in addressing future compensation policies and decisions.

As described in more detail below, our compensation packages include base salaries, annual cash incentive compensation, long-term equity incentives and other market appropriate benefits and perquisites. We believe our compensation programs and policies have generally been effective in retaining and motivating our NEOs to achieve superior results for our shareholders but continue to reevaluate those programs in light of changing market conditions. A few highlights of our compensation programs are:

At our 2016 annual shareholder meeting, approximately 94%The affirmative vote of thea majority of votes cast at the meeting supported our advisoryAnnual Meeting, in person or by proxy, is required to approve this proposal. An “abstention” or “brokernon-vote” will have no effect on the outcome of the 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.

2016 Performance Highlights:proposal.

Financial:
		•     Generated more than $800 million of gross revenues—a record level that is 7.7% more than 2015 gross revenues •     Grew net income available for common shareholders by $40 million to a record $249 million •     Record level of FFO1 of $406 million, resulting in FFO per share of $5.65—an increase of 6.2% over 2015 (excluding 2015 impact of debt prepayment charge) •     Raised $566 million of capital, including the issuance of30-year unsecured notes at an effective interest rate of 3.75%, the lowest in the REIT sector •     Increased our annual dividend for the 49th consecutive year
Operational:		•     Increased cash basis rents by 13%The Board recommends that you vote “FOR” this proposal on 346 new and renewal leasesthe compensation of our NEOs for space where there was a prior tenant; will generate more than $6 million of additional rent per year •     Opened Splunk as the tenant in our 234,500 square foot office building at Santana Row2018.
Strategic:		•     Acquired our partner’s 70% interest in a six property portfolio •     Hired Daniel Guglielmone as our Chief Financial Officer
Environmental/ Social/ Governance:		•     Received a 4 Green Star rating from Global Real Estate Sustainability Benchmark and ranked 1st in North America for Health and Wellness •     Received Seal of Approval Awards from the Alliance for Workplace Excellence for Overall Excellence (9th consecutive year), Health and Wellness (9th consecutive year) and EcoLeadership (6th consecutive year) •     Installed 9 new solar rooftop systems to bring our total count to 19. These 19 solar installations are projected to generate on an annualized basis 12,265 MWH of electricity, offsetting 18.6 million pounds of CO2

The text of the resolution if Proposal 2 is passed is:

RESOLVED, that the shareholders of the Trust hereby approve, on an advisory basis, the compensation of our NEOs as described in the CD&A, the Summary Compensation Table, the supplemental tables and the narrative disclosures accompanying these materials as required by Item 402 of RegulationS-K.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Trust’s compensation programs and compensation decisions for our NEOs for 2018.

2018 Performance Highlights

The Trust’s business plan of delivering long-term sustainable growth through investment in high quality, retail based properties located primarily in major coastal US markets delivered record levels of performance in 2018 including record levels of total revenue, operating income and funds from operations (“FFO”)¹ per diluted share. These results were achieved in the face of a changing retail landscape and without impacting the prospects for future growth as the Trust approved moving forward with five new development projects that are expected to result in additional investment of nearly $680 million in the next few years and begin adding to the Trust’s bottom line in 2021 and beyond.

The sustained long-term growth in these and other financial metrics reflects the Trust’s disciplined approach to investing in and operating its assets and provided the foundation for 2018 to have marked the 51^st consecutive year that the Trust increased its dividend to common shareholders, a milestone achieved by only 23 other US public companies and by no other real estate investment trust.

The ability to achieve these results in the face of a changing consumer and evolving retail real estate landscape was only possible because of the creation and execution of the long-term business plan developed by our Board of Trustees and management team focused on generating increasing streams of cash flow and the creation of long-term value for our shareholders during all kinds of economic cycles. Some of the key components of that business plan include:

Compensation PhilosophyCorporate Responsibility and Objectives:Sustainability

We believeThe consideration of environmental and social issues in “payall aspects of our business from developing and operating our properties to the well-being of our employees is a key part of creating long-term value for performance” compensation programsour shareholders. The success of our properties and our business is inextricably tied to our properties being embraced by the local community as reflecting the values of that community and on our employees having an environment in which a majoritythey can thrive personally and professionally. Some of our executives’notable achievements in 2018 include:

2018 Compensation Highlights

Some specific decisions and results impacting 2018 compensation is tiedfor our NEOs include:

The basic design and performance hurdles under our compensation plans for our NEOs has remained essentially unchanged for 15 years and have been effective during most of that time in tying our NEO compensation to company success in meeting predetermined performance objectives and creating long-termthe creation of shareholder value. This strategy motivatesHowever, in three of the past five years, the compensation to our executivesNEOs under our current compensation plans has been flat to declining despite the following notable achievements during that five year period from 2014 through 2018:

Despite continuing to deliver record levels of operating results while also investing smartly in ways that promote the long-term future cash flow growth that serves as the foundation of the Trust’s business plan, our CEO’s compensation for 2018

was essentially flat to 2017 and down 19% and 23% from 2016 and 2015, respectively. We also saw during 2018 two of the Trust’s most senior employees, each executive that are competitiveof whom had been with the market in ordercompany for more than 18 years, accept positions with another public shopping center REIT and receive pay packages with significantly higher overall compensation and significantly higher fixed portions of compensation than they had at the Trust. Given the evidenced increased competition for the Trust’s talent as well as overall NEO compensation levels that have been flat to ensure that we can attractdeclining despite exceptional company performance, the Board and retain high-caliber executives in the marketplace in which we compete for talent. The key principles guidingCompensation Committee have determined the need to evaluate our compensation programs during 2019 to determine whether they remain effective in retaining and decisions are:rewarding our NEOs and others throughout the Trust or whether new programs or modifications are needed. To bridge the time until a review of the compensation programs can be completed and to reward our NEOs for delivering yet another year of record results in 2018, the Committee has elected to exercise its discretion permitted under the LTIAP to increase the awards for each of our NEO’s to target levels (an increase of approximately 11% for Mr. Wood and Ms. Becker and of 18% for Mr. Guglielmone for total additional awards of $695,000) and to award Ms. Becker and Mr. Guglielmone a supplemental cash bonus of $50,000 each.

2018 Compensation and Compensation Components

We provide our NEOs with three primary components of compensation, each of which serves a unique purpose in compensating and rewarding our NEOs and creates alignment between our NEOs and our shareholders. Those primary compensation elements include base salary, annual cash bonus and long-term equity incentives.

We also provide various health and welfare related benefits to our NEOs that are the same as provided to all of our employees. These benefits are competitive with those offered by companies with whom we compete for talent and provide another tool that allows us to attract and retain talented executives.

Annual Compensation Methodology:

The Compensation Committee of the Board is responsible for approving allAnnual compensation for our named executive officersNEOs is paid in both cash and periodically reviews all elements of compensation to ensure that we remain competitive in the marketrestricted stock with a significant portion at risk and that overall compensation, including the means by which payment is made, is aligned with our business objectives, ourcontingent on achieving either annual or longer term 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 his compensation. Our CEO makes recommendations for the compensation for our other named executive officers based on his evaluation of their performance and the Compensation Committee has the discretion to accept, reject or modify the CEO’s recommendations.

goals. The total potential compensation for our named executive officers is established based on the scope of his or his/her individual responsibilities and contributions to our performance taking into account competitive market compensation paid for similar positions. Competitive marketOur Compensation Committee determines appropriate levels of total compensation for our named executive officers is generally determinedNEOs 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 concernscompanies that may compete for our executives while also 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. In addition to that judgment and experience, theThe Compensation Committee also consultedconsults compensation surveys prepared for the National Association of Real Estate Investment Trust’s 2015 and 2016 Compensation SurveysTrusts (“NAREIT Surveys”) to confirm its assessment of appropriate market compensation for our named executive officers, bothNEOs, reviewing the information reported for each position by the 141121 real estate investment trusts (“REITs”) that participated in the latest survey as well as by the approximately 3125 retail focused REITs that participated in thethat survey. The NAREIT Surveys are limited in their applicability as they do not include private real estate company data nor do they include all REITs. Further, not all REITS that participated in the surveys provided information for each of the named executive officer positions and it is not possible to determine from the NAREIT Surveys 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, anAn individual compensation package is then created for each NEO using a combination of base salary, annual cash bonus and long-term equity incentives all in accordance withto provide the compensation philosophy and objectives described above.

Components of Total Compensation and 2016 Performance:

Base Salaries:

Base salaries are used to compensate the executive for services rendered during the year. Base salaries are set at the beginning of each year and are intended to be competitive with the market and commensurate with the executive’s level of responsibility, experience and sustained individual performance. Base salaries provide retention value and also align the executive with shareholder interests. Generally, we believe that executive base salaries should account for a relatively modest portion of each individual’s total compensation package. Because we start our process with determining an appropriate level of potential total annual compensation and the right balance of fixed versusat-risk compensation. For our CEO, approximately 88% of his total compensation earned for 2018 was“at-risk” and earned based on the level of attainment of our performance goals. Approximately 70% of the total compensation earned for 2018 by our NEOs other than the CEO was at risk.

Fixed Compensation – Base Salary

Base salary is the only fixed component of the compensation paid to our NEOs annually. Because base salaries are just one component of total pay, we do not target base salaries to any specific level. We did, however, use information in the NAREIT Surveys as a guide tolevel but do confirm that the base salaries for our named executive officersNEOs are within market parameters.parameters using the NAREIT Survey and market knowledge. All base salary decisions for our NEOs are made at the first Compensation Committee meeting of the year and take effect on January 1 of that year. In 2018, none of our NEOs received an increase in base salary.

At Risk Compensation

A significant portion of the compensation of our NEOs is provided under our Annual Performance Bonus:Bonus Plan and Long-Term Incentive Award Plan both of which are “at risk” forms of compensation where the amount ultimately earned and paid is dependent on whether the company achieves short-term and longer-term performance objectives set by the Compensation Committee. The performance metrics and target pay for each of these plans is set forth below:

Annual Bonus Plan

The Annual Bonus Plan is an annual cash incentive program with payment under the plan contingent on the Trust’s achieving FFO per diluted share within a range set by the Compensation Committee for that year. The Compensation Committee sets that range to reflect acceptable to exceptional performance bonusesin light of our business objectives for the year after a thorough review and discussion of our budget and investor expectations for the year. The Compensation Committee believes that FFO per diluted share is the appropriate measure to use for an annual program because it reflects the impacts of operational decisions, capital allocation decisions and balance sheet management for that year. Target bonus payouts for our NEOs are set as a percentage of the NEO’s base salary with the target at 150% of base salary for our CEO and at 75% of base salary for our other NEOs. Our NEOs can earn between 75% to 125% of their annual bonus target depending on where actual FFO per diluted share for the year falls within the range set by the Compensation Committee. The bonus targets for our NEOs as a percentage of base salary were not changed in 2018. The Compensation Committee then determines the final payout to each NEO after evaluating his/her individual performance. The 2018 Annual Bonus calculation for each of our named executive officers are determinedNEOs is set forth below.

Annual Bonus Plan

NEO Bonus targets Determined

FFO/share Range Established

Final Payout Calculated

Wood = 150% of base

125% Payout: $6.22 FFO/sh

2018 Plan

Becker = 75% of base

100% Payout: $6.14 FFO/sh

Final Payout to each NEO

Guglielmone = 75% of base

75% Payout: $6.06 FFO/sh

Wood = $1,425,000

Wood = $1,781,250

Final Calculation

Becker = $337,500

125% payout: $6.23 FFO/share

Becker = $421,875

Guglielmone = $356,250

Guglielmone = $445,313

In 2018, we reported FFO per diluted share of $6.23 which resulted in the bonus pool being funded at 125% of target. Based on their individual contributions to the Trust in 2018, the Compensation Committee awarded each year in accordance withof our NEOs the full annual bonus for which he/she was eligible.

The Annual Bonus Planplan for our NEOs is the same bonus plan that covers approximately 96%95% of our employees. Approximately, 30% of our employees and compensates individuals for performance during a calendar year. Payment underwho participant in the Annual Bonus Plan is dependent on: (a) the Trust’s achieving an annual level of FFO per share that is consistent withplan, including our business objectives for that year; and (b) the individual’s achieving his or her annual performance objectives as subjectively evaluated by the Board with respect to our CEO and by our CEO with respect to each of 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 of any of our executive officers based on his or her performance for the year. Each of our named executive officers (as well as 84 other employees) hasNEOs, have the option to receive up to 25% of the annual final

bonus payout in the form of Shares that vest equally over three years. The amount an individual elects to receiveyears with accelerated vesting on death, disability, change in Shares is paid out at 120% of that amount incontrol and termination without cause. In consideration of the extended vesting.payment period for this portion of the bonus already earned, the employee receives Shares valued at 120% of the portion of the Annual Bonus he/she elected to receive in Shares. For 2018, Mr. Wood and Ms. Becker each elected to receive 25% of the bonus in Shares and Mr. Guglielmone elected to receive all of his annual bonus in cash. The cash portion of the 20162018 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 bonusesthe Annual Bonus paid in Shares 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.

At the beginning of each year, the Compensation Committee establishes the FFO per share that has to be achieved for our named executive officers and 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 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 annual financial success. The following chart shows the 2016 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 is 112.5% of target bonus levels. See Appendix A to this proxy statement for additional information about FFO and a reconciliation of FFO to net income.

Performance Based Long-Term Equity Incentives:

We believe that outstanding long-term performance is achieved through an ownership culture that encourages a focus on long-term performance by our executive officers through the use of equity-based awards. Long-term incentive awards are made annually under our Long-Term Incentive Award Program (“LTIAP”). This program was structured to align the most significant

The largest portion of compensation for our senior management teamNEOs comes from our equity based Long-Term Incentive Award Program. This program aligns the interests of our NEOs with the creation of long-term shareholder value. Recipients of awards under this program realizeshareholders by incentivizing our NEOs to identify and accomplish longer-term business objectives that generate value through stock price appreciation and dividend growth over a minimum6-year time horizon that includescomprised of a3-year performance period an award date, plusfollowed by a minimum of a3-year time based vesting period for Sharesshares 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 below 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 metricsAwards under this program are: are made in the form of restricted shares with time based vesting over a three year period; however, each NEO can elect to take up to 50% of his/her award in the form of options which vest over five years. The Compensation Committee believes that allowing NEOs to choose to receive a portion of his/her award in the form of options provides value to the NEO that outweighs any diminution in retention value from the granting of options in lieu of Shares. Each of our NEOs chose to receive the full value of his/her 2018 LTIAP award in Shares. Dividends are paid on all Shares issued under the LTIAP.