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

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

Check the appropriate box:

CEDAR REALTY TRUST, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 23, 2017April 27, 2020

Dear Fellow Stockholders:To my fellow shareholders:

Please join meI write this letter while the country is in the throes of theCOVID-19 pandemic with our employees all working remotely, more than half our tenant businesses closed and the Boardeconomy essentially frozen. While managing through this surreal time, Team Cedar continues to work with seriousness of Directors at our 2017 Annual Meetingpurpose and heightened focus as we endeavor to navigate the company through this incredibly challenging time. In thinking of Stockholders,how to contextualize this unprecedented situation, I have looked to the 1918 flu pandemic and resulting economic and cultural prosperity.

The flu pandemic of 1918 started in January 1918 and lasted until December 1920 during which will be held on Tuesday, May 2, 2017, at our offices in Port Washington, New York. The business we will conducttime it infected 500 million people, a quarter of the world’s population at the meetingtime, killing up to 100 million. Between 500,000 and 675,000 Americans died as a result of this pandemic (more than double the current projections forCOVID-19) at a time when the US population was less than 1/3 of what it is describedtoday. This period was followed immediately by what is known as the roaring 20s or the Jazz Age.

The roaring 20s was one of our country’s greatest periods of advancement in terms of economic prosperity, gender equality, ingenuity and invention (major advances in the attached Noticeautomobile, aviation, radio and cinema were all made in this era). America of Annual Meetingthe 1920s was remarkably carefree and alive. The country was recovering from World War I and was ready to start living again.

Although the term pandemic is not new to our language, I will concede prior to March 2020, I think I had only used it in connection with a movie I didn’t particularly want to see. Writing this shareholder letter one month removed from the arrival of StockholderstheCOVID-19 pandemic into our lives, we are suddenly living in a world that feels like it is right out of a movie with people quarantined in their homes and Proxy Statement.hospitals overrun with casualties. There are days when it is difficult to separate our present surreal existence from Hollywood fantasy.

As a retail landlord, Cedar is at the epicenter of the business correction that has resulted from this national health crisis, with roughly half of our tenants closed at this time or operating a strictlytake-out business. We worked hardare, of course, gratified that our grocery-anchored model has proven its resilience with our grocer anchors providing a critical resource to the community and experiencing a corresponding spike in 2016sales. Nonetheless, the overall operating environment for us, like that of most retail landlords, is stressed.

Many of our smaller tenants are closed due to continuegovernmental directives and will find it difficult to pay rent until they are permitted to reopen. This in turn creates uncertainty for us in terms of our cash flow and earnings. That said, our commitment to our stockholders.tenants and our communities is one of our core principles, and our mission is to preserve as much of our tenant base as possible during this challenging time.

At Cedar, there has been a silver lining in all of this which is that a business scenario I could never have simulated has allowed me to observe the mettle and professionalism of my colleagues. From ourC-suite executives to our

asset management analysts to our property managers and throughout the organization, our team has rolled up their sleeves and attacked this challenge with impressive gusto, energy and creativity. Thecan-do attitude of my Team Cedar colleagues truly exemplifies the best of the American spirit of resilience and optimism.

I imagine this resembles the mindset of our forebears of 100 years ago as they picked themselves up from the scourge of the 1918 flu pandemic to dance and swing to the new Jazz Age music that was to define their generation. Just as the flu pandemic of 1918 gave way to a period of dramatic growth and innovation in our country, we can derive strength from the lesson of history that better times lie ahead.

Our country is one of fighters and survivors. We welcomeare optimists and innovators. We live in the greatest country in the world because of its fearless people and growth-oriented culture. I, for one, am excited to see how we take the lessons of this experience to grow, adapt and come out even stronger.

At Cedar, I have had the opportunity to present youobserve the American spirit shine bright in my colleagues. As the leader of this outstanding group of people, I have been humbled to see how they have risen up in the face of adversity. As a shareholder, I am excited to see what the next chapter holds with the information contained in this Proxy Statement and we hope that, after you review it, you will vote at the meeting (either in person or by proxy) in accordance withoutstanding group giving their all for our Board of Directors’ recommendations.

Your vote is important. Whether or not you plan to attend the meeting, please vote your shares as soon as possible electronically through the Internet, by telephone, or by completing, signing and returning the enclosed proxy card. If you vote electronically or by telephone, you do not need to return the enclosed proxy card. More detailed instructions on how to vote are provided onpages 8-10 of the Proxy Statement.

Our Board of Directors greatly appreciates your investment, confidence, and continued support.success.

Sincerely,

BRUCE J. SCHANZER

President and Chief Executive Officer

CEDAR REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 2, 201727, 2020

NOTICE IS HEREBY GIVEN that the Annual MeetingThe annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Cedar Realty Trust, Inc. (the “Company”) will be held at the offices of the Company, 44 South Bayles Avenue, Port Washington, NY 11050, on Tuesday,Wednesday, May 2, 201727, 2020, at 10:00 a.m. Eastern Time. Depending on developments surrounding the coronavirus(COVID-19) pandemic and to support the health and well-being of our stockholders, employees and partners, we might choose to hold a virtual Annual Meeting instead of a physical Annual Meeting. If that were to happen, we will publicly announce the decision to hold a virtual Annual Meeting in a press release available atwww.cedarrealtytrust.com as soon as practicable before the morningAnnual Meeting. In that event, the Annual Meeting will be conducted solely virtually, on the above date and time, via live audio webcast. You or your proxyholder can participate and vote at the virtual Annual Meeting by visitingwww.virtualshareholdermeeting.com/CDR2020 and using your16-digit control number.

The Annual Meeting will be held for the following purposes:

In addition, stockholders will transact any other business that properly comes before the meetingAnnual Meeting or any adjournment thereof.

The Company recommendsand the Board of Directors of the Company recommend a vote “FOR” proposals 1, 2 3 and 5 and for every “1 YEAR” on proposal 4.3. You should carefully review the accompanying Proxy Statement which contains additional information.

StockholdersOnly holders of record inof our common stock at the close of business on March 10, 2017 shall beApril 20, 2020 are entitled to notice of, and to vote at, the meeting.Annual Meeting.

THE PROXY STATEMENT AND OUR 20162019 ANNUAL REPORT ARE AVAILABLE AT

HTTP://WWW.CEDARREALTYTRUST.COM.

Sincerely,

ADINA G. STORCH, ESQ.

Executive Vice President, General Counsel and Corporate Secretary

Dated: March 23, 2017April 27, 2020

Port Washington, NY

TABLE OF CONTENTS

TABLE OF CONTENTS

    20172020 Proxy Statement  |  i

TABLE OF CONTENTS

ii  |      20172020 Proxy Statement

PROXY STATEMENT EXECUTIVE SUMMARY

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 20172020 Annual Meeting of Stockholders

 

DATE AND TIME:		Tuesday,Wednesday, May 2, 201727, 2020 at 10:00 a.m. local timeEastern Time
PLACE:		44 South Bayles Avenue, Port Washington, NY 11050 or, if held solely virtually, by visitingwww.virtualshareholdermeeting.com/CDR2020 and using16-digit control number
RECORD DATE:		Friday, March 10, 2017Monday, April 20, 2020

ItemItems of Business and Board of Directors Vote Recommendations

 

Proposal				Board Vote Recommendation		Page Number
Proposal 1:		Page Number
Proposal 1:		To elect seven directors to serve until the next annual meeting of stockholders or until earlier death, resignation or removaltheir successors are duly elected and qualify		✓   FOR		11
Proposal 2:		Ratification of To ratify the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the year ending December 31, 20172020		✓   FOR		49
Proposal 3:		53
Proposal 3:		Advisory vote(non-binding) to approve the compensation of our named executive officers as disclosed in this Proxy Statement		✓   FOR		50
Proposal 4:		Advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers		1 Year		51
54 Proposal 5:		To approve the 2017 Stock Incentive Plan, as approved by the Board of Directors on March 14, 2017		✓    FOR		52

Our Director Nominees (Page 11)

 

Name

Age

Director Since

Independent

AC

CC

N/ CGC

Age

Director Since

Independent

AC

CC

N/CGC

Abraham Eisenstat

47

2015

Yes

Abraham Eisenstat(1)

50

2015

Yes

C

Gregg A. Gonsalves(1)

49

2017

Yes

52

2017

Yes

Pamela N. Hootkin

69

2008

Yes

C

Paul G. Kirk, Jr.

79

2010

Yes

C

Steven G. Rogers

62

2016

Yes

C

Pamela N. Hootkin(1)

72

2008

Yes

C

Sabrina L. Kanner

62

2018

Yes

Steven G. Rogers(1)

65

2016

Yes

C

Bruce J. Schanzer(2)

48

2011

No

51

2011

No

Roger M. Widmann(3)

77

2003

Yes

80

2003

Yes

(1)	If elected at the Annual Meeting, Mr. Gonsalves will serve on the Company’s Audit and Compensation Committees.Committee Financial Expert

 

(2)	President and Chief Executive Officer

 

(3)	Chairman of the Board

KEY: AC = Audit Committee     CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee      = Member     C = Chair

    20172020 Proxy Statement  |  1

2  |2020 Proxy Statement

2020 Proxy Statement|  3

6  |      20172020 Proxy Statement

2017 Proxy Statement|  7

PROXY STATEMENT

CEDAR REALTY TRUST, INC.

44 SOUTH BAYLES AVENUE SUITE 304

PORT WASHINGTON, NEW YORK 11050

PROXY STATEMENT

We are sending you this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”),the Company, for use at the 20172020 Annual Meeting of Stockholders (“Annual Meeting”) or any adjournment thereof. The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 20162019 is being mailed herewith to each stockholder of record.Stockholders may obtain a copy of the Company’s 20162019 Annual Report on Form10-K, without charge, by writing to the Company at 44 South Bayles Avenue, Port Washington, New York 11050, Attention: Investor Relations. The 20162019 Annual Report on Form10-K is also available on the Company’s website,www.cedarrealtytrust.com.

It is intended thatWe intend to first send this Proxy Statement and form of Proxy will first be sent or givenaccompanying materials to stockholders on or about March  14, 2017.April 27, 2020.

ABOUT THE ANNUAL MEETING

When and where is the Annual Meeting?

If the Annual Meeting is held as a physical meeting:

The Company’s 2017 Annual Meeting of Stockholders will be held on Tuesday,Wednesday, May 2, 201727, 2020 at 10:00 a.m. local timeEastern Time at 44 South Bayles Avenue, Port Washington, New York 11050.

If the Annual Meeting is held as a virtual meeting:

Depending on developments surrounding the coronavirus(COVID-19) pandemic and to support the health and well-being of our stockholders, employees and partners, we might choose to hold a virtual annual meeting instead of a physical annual meeting. If that were to happen, the Annual Meeting will be held on Wednesday, May 27, 2020 at 10:00 a.m. Eastern Time via live audio webcast atwww.virtualshareholdermeeting.com/CDR2020.

To attend the virtual Annual Meeting, log in atwww.virtualshareholdermeeting.com/CDR2020 by using your unique16-digit control number, which appears on the Notice and the proxy card, voting instruction form, or e-mail transmitting proxy materials, or, if you are a beneficial owner who did not receive a control number, may be obtained upon request to the broker, bank or other nominee that holds your shares. You will also need your16-digit control number to vote at the virtual Annual Meeting.

As part of the virtual Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting that are pertinent to the Company and the Annual Meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following proposals:

2020 Proxy Statement|  7

PROXY STATEMENT

In addition, stockholders will transact any other business that properly comes before the Annual Meeting or any postponement or adjournment thereof.

Who is entitled to vote?

Only stockholders of record at the close of business on the record date March 10, 2017,(April 20, 2020) are entitled to notice of and to vote at the Annual Meeting. Stockholders are entitled to cast one vote for each share held by them on each matter to be voted upon.

Who can attend the Annual Meeting?

All holders of common shares of the Company at the close of business on April 20, 2020, the record date for the Annual Meeting, or their duly appointed proxies, are authorized to attend the Annual Meeting. Cameras, recording devices and other electronic devices will not be permitted for use at the Annual Meeting other than by the Company.

Please also note that if you hold your shares in “street name” (that is, through a bank, broker or other nominee), you will need to present a copy of the brokerage statement reflecting your share ownership as of April 20, 2020, or other proof of ownership.

What constitutes a quorum?

On March 10, 2017,the record date of April 20, 2020, the Company had 85,541,20789,327,100 shares of common stock outstanding and entitled to vote with respect to all matters to be acted upon at the meeting. Each holder of common stock is entitled to one vote for each share of stock held by such holder. The presence of holders representing a majority of all the votes entitled to be cast at the meetingAnnual Meeting will constitute a quorum at the meeting.Annual Meeting. In accordance with Maryland law, abstentions, but not brokernon-votes, are counted for purposes of determining the presence or absence of a quorum for the transaction of business.

How do I vote?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares and the proxy notice was sent directly to you by us. In that case, you may instruct the proxy holders named in the enclosed proxy card (the “Proxy Agents”) how to vote your common shares in one of the following ways:

Proxies submitted over the Internet, by telephone or by mail must be received by 11:59 p.m. EDT on Tuesday, May 26, 2020.

8  |      20172020 Proxy Statement

PROXY STATEMENT

If you vote by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card, your shares will be voted at the Annual Meeting as you direct. If you sign the enclosed proxy card but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

Can I revoke my proxy?

Each proxy executed and returned by a stockholder may be revoked at any time before it is voted by timely submission of written notice of revocation or by submission of a duly executed proxy bearing a later date (in either case directedaddressed to the Secretary of the Company)Company at our corporate offices) or, if a stockholder is present at the meeting,Annual Meeting (whether held physically or virtually), he or she may elect to revoke hishis/her proxy and vote hishis/her shares personally. Votes for shares held by a bank, broker or other holder of record, may be revoked by a stockholder submitting new voting instructions to the bank, broker or other holder of record or, if a stockholder has obtained a legal proxy from the bank, broker or other holder of record giving him or her the right to vote the shares at the Annual Meeting, by attending the Annual Meeting and voting in person.

What vote is required to approve each matter?

Assuming the presence of a quorum, each of Proposals 1, 2 3 and 53 must receive the affirmative vote of a majority of the shares of common stock duly present or represented by proxyvotes cast at the Annual Meeting in order to pass. Accordingly, abstentions will have the same effect as a vote against each of these proposals, while broker non-votes will not be counted in determining the outcome of any of these proposals. The proposal to approve the compensation of our named executive officers is advisory only and is not binding on the Company or the Board.

For We treat abstentions as shares that are present and entitled to vote for purposes of Proposal 4,determining the vote on the frequency of future advisory votes to approve the compensation of our named executive officers, the affirmative votepresence or absence of a plurality of the votes cast on the matter at our Annual Meeting in person or by proxy is required for approval. This means that the option receiving the greatest number of votes (every 1 year, 2 years or 3 years) will be considered the preferred frequency of the stockholders. For purposes of this proposal,quorum but abstentions and broker non-votes, if any, are not counted as votes cast and therefore will not be counted in determiningas “votes cast.” Accordingly, abstentions will have no effect on Proposals 1, 2 and 3 or any other matter that may properly be brought before the preferred frequencyAnnual Meeting or at any adjournment or postponement thereof, assuming a quorum is present.

If the proxy is submitted and voting instructions are made for some, but not all, of the stockholders. This proposal is advisory onlyproposals, as to matters in which instructions are given, the proxy will be voted in accordance with those instructions, and is not binding onfor all other proposals, the Company orproxy will be voted “FOR” as to all enumerated proposals in accordance with the Board.Board’s recommendations.

What if I hold my shares in street name?

Brokers do not have discretionary authority to vote with respect to any of the proposals, except with respect to the ratification of Ernst & Young as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017.2020. Under the rules of the New York Stock Exchange (the “NYSE”) , the proposal to ratify the appointment of Ernst & Young LLP is considered a routine item. Accordingly, if you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on this proposal. If your broker exercises this discretion, your shares will be counted as present for purposes of determining the presence of a quorum at our Annual Meeting and will be voted in the manner directed by your broker on the proposal to ratify Ernst & Young as our independent registered public accounting firm, but your shares will constitute brokernon-votes on each of the other proposals at our Annual Meeting. On all other proposals, your broker is not permitted to vote your shares without your instructions and uninstructed shares are considered brokernon-votes. Accordingly, a brokernon-vote will not be counted in determining the outcome of the vote on these matters. If your shares are held by a broker, the broker will ask you how you want to vote your shares.

If you provide the broker with instructions, your shares will be voted in accordance with your instructions. If you do not give any instruction on any of the proposals, then with respect to the election of directors the approval of the 2017 Stock Incentive Plan, the advisory vote to approve the compensation of our named executive officers, and the advisory vote on the frequency of holding future advisory votes to approve the compensation of our named executive officers, your shares will not be voted.Therefore, it is important that you give instructions to your broker as to how to vote your shares.

    20172020 Proxy Statement  |  9

PROXY STATEMENT

Even if you plan to attend the Annual Meeting, we recommend that you submit the enclosed proxy to vote your shares in advance so that your vote will be counted if you later are unable to attend the Annual Meeting.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you submit the enclosed proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. If the Annual Meeting is held as a physical meeting, written ballots will be available at the Annual Meeting for stockholders of record. If you are not a stockholder of record but hold the shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. If the Annual Meeting is held as a virtual meeting, you may vote online atwww.virtualshareholdermeeting.com/CDR2020. You will need your unique16-digit control number, which appears on the Notice and the proxy card, voting instruction form, or e-mail transmitting proxy materials, or, if you are a beneficial owner who did not receive a control number, may be obtained upon request to the broker, bank or other nominee that holds your shares. Even if you plan to attend the Annual Meeting, whether held physically or virtually, we recommend that you also submit your proxy or voting instructions prior to the Annual Meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Who is soliciting the proxies and who pays the costs?

The enclosed proxy for the Annual Meeting is being solicited by the Board. Proxies also may be solicited, without annual compensation, by our trustees and officers by mail, telephone or other electronic means or in person. We are paying the costs of this solicitation, including the preparation, printing, mailing and website hosting of proxy materials. It is anticipated that banks, brokers and other custodians, nominees and fiduciaries will forward proxy materials to the beneficial owners of our common shares to obtain their voting instructions and that we will reimburse such persons for theirout-of-pocket expenses.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. When used in this annual report,Proxy Statement, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about the Company and future events, and actual results, financial and otherwise, may differ materially from the results discussed in the forward- lookingforward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Proxy Statement or to reflect the occurrence of unanticipated events.

10  |      20172020 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to the Company’s Articles of Incorporation and By-Laws,by-laws, as amended, the director nominees elected at this meeting will be elected to serveone-year terms that expire upon the date of the next Annual Meeting of Stockholders or earlier death, resignation or removal.

It is intended that the accompanying form of Proxy will be voted for the nominees set forth below. If, in the Board’s judgment, some unexpected occurrence should make necessary the substitution of some other person or persons for one or more of these nominees, shares will be voted for such other persons as the Board may select.Director Nominees

The Board is not aware that any nominee may be unable or unwilling to serve as a director. James J. Burns, a current director, has advised our Nominating/Corporate Governance Committee that he will retire and will not stand for reelection at the 2017 Annual Meeting. The Company acknowledges the outstanding service rendered by Mr. Burns during his nearly sixteen year tenure on the Board.

The following table sets forth certainBiographical information with respect to our seven director-nominees is set forth below. Each nominee has consented to being nominated for director and has agreed to serve if elected. All of the seven director-nominees:nominees for election to the Board were unanimously recommended by the Nominating/Corporate Governance Committee and were unanimously nominated by the Board.

    20172020 Proxy Statement  |  11

PROPOSAL 1: ELECTION OF DIRECTORS

Gregg A. Gonsalves		Principal Occupation and Positions Held   •  Age: 4952 •  Year in which First Elected a Director: 2017 (if elected) •  Committee(s) Served: If elected, Mr. Gonsalves will serve as a memberMember of the Audit and Compensation Committees •  Principal Occupation and Other Information: Mr. Gonsalves has been an Advisory Partneradvisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment firm since 2013. Prior to joining Integrated Capital LLC, Mr. Gonsalves was a Managing Directormanaging director in Goldman, Sachs & Co.’s Real Estate MergerMergers & Acquisition Business, where he was the partner responsible for this business unit. In his20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves has served on the board of POP Tracker LLC, a private LLC based in the U.S., since 2013. He also worked at Mobil Oil Corporation as a sales engineer from 1989 to 1991. Mr. Gonsalves is presently Chairmanchairman of the Boardboard of Directorsdirectors of the Jackie Robinson Foundation, where he has served as a board member for approximately the past tentwelve years. Mr. Gonsalves received a B.S. from Columbia University and received an M.B.A. from the Harvard Graduate School of Business.Business School.
Mr. Gonsalves’ qualifications for Board membership include his extensive experience in real estate and finance, having had a distinguished career in real estate investment banking.banking, which, among other things, qualifies him as a financial expert on the Audit Committee.
Pamela N. Hootkin		Principal Occupation and Positions Held   •  Age: 6972 •  Year in which First Elected a Director: 2008 •  Committee(s) Served:Chair of the Compensation Committee and a member of the Audit Committee •  Principal Occupation and Other Information: Ms. Hootkin, a director since June 2008, and a member of the Audit Committee and Chairperson of the Compensation Committee, retired at the end of April 2012 from her position as senior vice president at PVH Corp. (formerlyPhillips-Van Heusen Corporation), a position she held since May 2010. She joined PVH Corp. in 1988 as vice president, treasurer and corporate secretary; in 1999 she became vice president, treasurer and director of investor relations, and in June 2007 she became senior vice president, treasurer and director of investor relations. From 1986 to 1988, Ms. Hootkin was vice president and chief financial officer of Yves Saint Laurent Parfums, Inc. From 1975 to 1986, she was employed by Squibb Corporation in various capacities, with her last position being vice president and treasurer of a division of Squibb. Ms. Hootkin is a vice chair of the board of Safe Horizon, New York (anot-for-profit organization) where she also serves on the executive, finance (chair) and investment committees. Ms. Hootkin received a B.A. from the State University of New York at Binghamton and an M.A. from Boston University.
Ms. Hootkin brings to the Board expertise in finance, investor relations and the retail industry. She serves as a financial expert on the Audit Committee, while also bringing gender diversity to the Board.

12  |      20172020 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Paul G. Kirk, Jr.Sabrina L. Kanner		Principal Occupation and Positions Held   •  Age: 7962 •  Year in which First Elected a Director: 2010 (Mr. Kirk served as a director from 2005 to September 2009, when he resigned to accept appointment as a United States Senator for Massachusetts to succeed the late Senator Edward M. Kennedy. Mr. Kirk was subsequently re-elected to the Board in June 2010)2018 •  Committee(s) Served: Chair of the Nominating/Corporate Governance Committee and a memberMember of the Compensation Committeeand Nominating/Corporate Governance Committees •  Principal Occupation and Other Information: Mr. KirkMs. Kanner joined the Board in June 2018, and currently serves as Executive Vice President, Design & Construction at Brookfield Properties, where she has held various positions, including at Brookfield’s predecessor company, over the past 36 years. Ms. Kanner also serves on the board of Opus Holding LLC, a privately held company that provides development, design and construction services across asset classes to clients with operations in the Midwest and Southwest. Ms. Kanner is a retired partner of the law firm of Sullivan & Worcester, LLP of Boston, MA. He was a member of the firm from 1977 through 1990. He also serves as Chairman and CEO of Kirk & Associates, Inc., a business advisory and consulting firm. He previously served on the boards of directors of Rayonier, Incorporated (a real estate investment trust listed on the New York Stock Exchange) (from 1994 to 2011), and Hartford Financial Services Group, Inc. (from 1995 to 2014 (both excluding his term in the United States Senate)), ITT Corporation (from 1989 to 1997) and Bradley Real Estate, Inc. (from 1991 to 2000), a real estate investment trust that was subsequently acquired by Heritage Property Investment Trust, Inc. Mr. Kirk was a founding director of the John F. Kennedy Library Foundation and served as its Chairman from 1992 to 2009. He was a founding director of the Commission on Presidential Debates and served as its Co-Chairman from 1987 to 2009 and a founding director of the Edward M. Kennedy Institute for the United States Senate, serving from 2007 to 2009. From 1985 to 1989, Mr. Kirk served as Chairman of the Democratic Party of the United States, and from 1983 to 1985 as its Treasurer. He is Chairman Emeritus of the National Democratic Institute for International Affairs whose board he chaired from 1990 to 2000. Acum laude graduate of HarvardUnion College, and Harvard Law School, Mr. Kirk is past-Chairman of the Harvard Board of Overseers’ Nominating Committee and of the Harvard Board of Overseers’ Committee to Visit the Department of Athletics, and is an honorary member of Harvard College’sPhi Beta Kappa. A retired Captain in the U.S. Army Reserves, he has received many awards for civic leadership and public service, including honorary doctors of law degrees from Stonehill College and the Southern New England School of Law.which she holds a B.A. degree.
Senator KirkMs. Kanner has extensive legal experience and experience in governmentlarge-scale real estate construction and public affairs. He also has had experience as a director of two other REITs, as well as several other public companies.

2017 Proxy Statement|  13

PROPOSAL 1: ELECTION OF DIRECTORS

2020 Proxy Statement|  13

PROPOSAL 1: ELECTION OF DIRECTORS

14  |2017 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

14  |2020 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

The affirmative vote of a majority of the shares entitled to be voted and presentcast at the meetingAnnual Meeting either in person or by proxy is required to elect each of the nominees listed above. It is intended that the accompanying form of proxy will be voted for the nominees set forth above. If, in the Board’s judgment, some unexpected occurrence should make necessary the substitution of some other person or persons for one or more of these nominees, shares will be voted for such other persons as the Board may select.

The Board of Directors unanimously recommends a vote FOR“FOR” the election of each of the nominees listed above.

    20172020 Proxy Statement  |  15

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLESOVERVIEW

The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee.

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. NotableIn 2018, based on our study of positive trends and best practices in corporate governance, we adopted an important stockholder-friendly governance measure approved with 99.9% support by our stockholders, which amended our charter andby-laws to give stockholders the right to act to amend ourby-laws, as opposed to reserving this right exclusively to the Board. Our adoption of this change, among other stockholder-favored governance measures, is indicative of the Company’s commitment to stockholder enfranchisement and evidences the importance management and the Board place on open dialogue with our valued investors.

Other notable features of our corporate governance include:are summarized as follows:

16  |2020 Proxy Statement

CORPORATE GOVERNANCE OVERVIEW

16  |2017 Proxy Statement

CORPORATE GOVERNANCE PRINCIPLES

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

All of these documents can be found by accessing the “Investor Relations” tab on our website atwww.cedarrealtytrust.com and clicking on “Corporate Governance.” The documents noted above will also be provided without charge to any stockholder who requests them. We frequently review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies and procedures when our Board determines that it would benefit our Company and our stockholders to do so.

Independent Directors

Pursuant to rules of the New York Stock Exchange (“NYSE”) and applicable law, a majority of the Company’s directors must be “independent”. Each year, the Board reviews the independence of the Company’s directors, including a review of any transactions and relationships between each director, or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other. The Board also examines transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent.

As the result of this year’s review, the Board affirmatively determined that each of Messrs. Eisenstat, Gonsalves, Kirk, Rogers and Widmann and Ms. Hootkin (and Mr. Burns, a director not standing for reelection) is independent of the Company and its management. The Board determined that none of these independent directors had any material relationships with the Company. Mr. Schanzer, the Company’s President and Chief Executive Officer, is the only director who is not independent by virtue of his employment with the Company. In addition, none of our directors’ family members are employed by the Company in any capacity. Therefore, following the election of director-nominees at the Annual Meeting, we believe that 85.7% of our Board members will be independent under the NYSE rules.

    20172020 Proxy Statement  |  17

CORPORATE GOVERNANCE PRINCIPLES

Commitment to Stockholder Engagement

We appreciate and value the engagement of our stockholders and actively solicit stockholder feedback. Throughout the year, management communicated in meetings, property visits, telephone calls and/or written communications with several significant stockholders to better understand their perspectives on corporate governance, social responsibility and sustainability, performance, overall compensation, strategy, and business operations.

During 2019, as part of our stockholder engagement, we contacted stockholders accounting for close to 70% of our outstanding shares, and received acceptances from, and actively engaged with, stockholders representing over 48% of our outstanding common shares. During much of such outreach, we made available to our stockholders our CEO and independent directors, including the Chair of our Compensation Committee. Several shareholders declined our invitation to meet, indicating that they were satisfied with our current compensation and corporate governance practices and that they did not deem a meeting necessary at the time. Including our directors’ and executives’ outreach to shareholders, the Company conducted telephonic orin-person meetings with over 48% of our key stockholders during 2019 alone.

In addition, we have routine telephonic meetings with proxy advisors, such as ISS, to stay informed as to their views on best practices in governance and compensation trends, and to elicit meaningful feedback on initiatives the Company is considering.

We accord great weight and importance to our stockholders’ concerns. Feedback received from our stockholders during our outreach process was shared with the Board and its committees and taken into account when considering and, in many cases adopting, proposed changes to corporate governance and compensation practices.

Below is a summary of what we learned from our stockholders and the actions we took in direct response to our stockholder engagement and study of best practices:

18  |2020 Proxy Statement

CORPORATE GOVERNANCE OVERVIEW

We believe that these compensation changes and governance enhancements demonstrate our commitment to stockholder engagement and responsiveness to stockholder feedback. In addition, we believe that providing stockholders access to our Board and management on these issues has enabled us to clarify our rationale for the performance metrics chosen and their relationship with our compensation structure. We will continue to actively engage with our investors on these and other topics and to provide transparent disclosure as to the evolution in our thinking and practices as a result of this important feedback.

Corporate Governance Guidelines and Principles

The Board has adopted Corporate Governance Guidelines and Principles that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines and Principles are director responsibilities, management responsibilities, director access to management, employees and advisors, management succession, annual performance evaluation of the Board and Chief Executive Officer, director compensation and meeting procedures. The Corporate Governance Guidelines and Principles are available on the Company’s website atwww.cedarrealtytrust.com.

Code of Business Conduct and Ethics

All of our employees, including our chief executive officer, chief financial officer, chief operating officer, chief accounting officerChief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and chief investment officer,Chief Investment Officer, and our directors are required to comply with our Code of Business Conduct and Ethics. Our Code is available on our website atwww.cedarrealtytrust.com. We intend to disclose any amendments we make to, or waivers of, certain provisions of our Code of Business Ethics applicable to our officers and directors on our website within three (3)  business days following such waiver or as otherwise required by the rules of the Securities Exchange Commission (“SEC”) or the NYSE.

Board of Directors

Independent Directors

Pursuant to rules of the NYSE and applicable law, a majority of our directors must be “independent.” Each year, the Board reviews the independence of the Company’s directors, including a review of any transactions and relationships between each director, or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other. The Board also

2020 Proxy Statement|  19

CORPORATE GOVERNANCE OVERVIEW

examines transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent.

As a result of this year’s review, the Board affirmatively determined that each of Mses. Hootkin and Kanner and Messrs. Eisenstat, Gonsalves, Rogers and Widmann, is independent of the Company and its management. The Board determined that none of these independent directors had any material relationships with the Company. Mr. Schanzer, the Company’s President and Chief Executive Officer, is the only director who is not independent by virtue of his employment with the Company. In addition, none of our directors’ family members are employed by the Company in any capacity. Therefore, following the election of our seven director-nominees at the Annual Meeting, we believe that 85.7% of our Board members will be independent under the NYSE rules.

Leadership Structure of the Board

The Board has anon-executive Chairman to ensure independent oversight of management. Roger M. Widmann, an independent director of the Company since 2003, has been chosen by the directors to be thenon-executive Chairman of the Board and to preside at meetings of the Board. Mr. Widmann and the othernon-management directors of our Board are actively involved in corporate governance matters and meet in executive session several times during the year, generally on the same day as regularly scheduled meetings of the Board or its committees (or as otherwise considered necessary or appropriate).

A key responsibility of the Board and Chief Executive Officer is to ensure continuity of leadership of the Company. Each year, the Chief Executive Officer presents a succession plan to the Board for its review and consideration.

Board Composition

At Cedar, we believe that healthy counterpoint catalyzes good decision making. We cultivate cognitive diversity not only at our Board and management levels, but throughout our organizational ranks, because we believe, among other benefits, that such diversity of viewpoint fosters productive exchange of ideas that ultimately drives long-term value.

Our director nominees represent a broad panoply of perspectives, including with respect to gender, age, race, tenure, skills, and experience, as illustrated below:⁽¹⁾

Composition

20  |2020 Proxy Statement

CORPORATE GOVERNANCE OVERVIEW

Corporate Governance Documents

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

All of these documents can be found by accessing the “Investors” tab on our website atwww.cedarrealtytrust.com and clicking on “Corporate Governance.” The documents noted above will also be provided without charge to any stockholder who requests them. We periodically review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies and procedures when our Board determines that it would benefit our Company and our stockholders to do so.

Share Ownership Guidelines

Our share ownership guidelines require that our CEO and other named executive officers own shares or limited partnership units with an aggregate value of 4x and 2x base salary, respectively. All respectively, in each case with a four-yearphase-in period. For eachnon-employee directors must hold director who has served as a director for four years or more, such director is expected to own shares or limited partnership units with an aggregate value of 4xour common stock, including restricted stock, totaling not less than the number of shares constituting the equity portion of his or her annual retainer. The Company believesretainer in the aggregate over the previous four years. We believe these shareholdingstockholding requirements reaffirm the Company’s alignment between the Company’sits strategic decision-makers and its stockholders.

Anti-Hedging and Anti-Pledging Policy

The Company doesWe do not consider it appropriate for any of itsthe Company’s officers, directors or employees to enter into speculative transactions in the Company’s securities that are designed to hedge or offset any decrease in market value of the Company’s securities. As thea result, the Companywe have adopted a policy that prohibits officers, directors or employees from purchasing puts, calls, options or other derivative securities based on the Company’s securities. The policy also prohibits hedging or monetization transactions, such as forward sale contracts, equity swaps, collars and exchange funds. Officers, directors and employees may also are not permitted to purchase securities of the Company on margin, borrow against any account in which the Company’s securities are held or otherwise pledge any securities of the Company.

2020 Proxy Statement|  21

CORPORATE GOVERNANCE OVERVIEW

Risk Management

Management has primary responsibility for identifying, monitoring, mitigating, and managing our exposure to risk, subject to active oversight by our Board regarding the processes we have established to assess, monitor and mitigate that exposure.Board. The Board, directly and through its committees, discusses with management any significant enterprise risks and reviews the guidelines, policies and procedures we have in place to address those risks, such as our approval process for significant acquisitions, dispositions and other investments. The Board receives quarterly risk assessment presentations that are both quantitative and qualitative in nature. This process enables our Board to focus on the strategic, financial, operational, legal, regulatory and other risks that are most significant to us and our business in terms of risk likelihood and potential impact and ensures that our enterprise risks are well understood, mitigated to the extent reasonable and consistent with the Board’s view of our risk profile and risk tolerance.

18  |2017 Proxy Statement

CORPORATE GOVERNANCE PRINCIPLES

Each of our Audit, Compensation, and Nominating/Corporate Governance Committees exercises its own oversight related to the risks associated with the particular responsibilities of that committee:

CommitmentNo Director Overboarding

In order to Stockholder Engagement

The Company appreciatesstay aligned with best practices and valuesto ensure the engagement of its stockholders and actively solicits stockholder feedback. Throughout the year, management communicated in meetings, property visits, telephone calls and/or written communications with several significant stockholders to better understand their perspectives on corporate governance, overall compensation, strategy, and business operations. The Company prides itself on its relationship with its stockholders, and on its practice of offering interested stockholders direct access to management as well as our Compensation Committee Chair to express their feedback and concerns. Since our 2016 Annual Meeting, members of our senior management team engaged with many of our largest institutional investors, representing ownership of more than 60% of our outstanding common stock. Feedback received during our outreach process was then shared with the Board and its committees and taken into account when considering proposed changes to corporate governance and compensation practices. For example, largely in response to constructive feedback from our stockholders in 2016, we amended our senior executive employment agreements in August 2016 to eliminate the “modified single-trigger” with respect to cash severance payments to named executive officers upon a change in control and replace it with a “double-trigger” condition to receiving such payments. This significant action underscores the Company’sappropriate level of commitment, to stockholder engagement and responsiveness to stockholder feedback. In addition, in response to constructive feedback from our stockholders, we will require a minimum vesting period of one-year applicable to all types of equity awards granted under the 2017 Stock Incentive Plan, subject to a 5% carve-out and a minimum three-year vesting period for time-based restricted stock awards.

Leadership Structure of the Board

The Board has a non-executive Chairmanendeavor to ensure independent oversightthat our Board members are not overboarded. For six of management. Roger M. Widmann, an independent director ofour seven directors, ours is the Company since 2003, has been chosen by the directors to be the only public company board on which they serve. Ournon-executive Chairman of the Board and to preside at meetings of the Board. chairman, Mr. Widmann, and theserves on one other non-management directors ofpublic company board in addition to our Board are actively involved in corporate governance matters and meet in executive session several times during the year, generally on the same day as regularly scheduled meetings of the Board or its committees (or as otherwise considered necessary or appropriate).Company.

A key responsibility of the Board and Chief Executive Officer is to ensure continuity of leadership of the Company. Each year, the Chief Executive Officer presents a succession plan to the Board for its review and consideration.

2017 Proxy Statement|  19

CORPORATE GOVERNANCE PRINCIPLES

Audit Committee

The Board has established an Audit Committee consisting of Steven G. Rogers (Chair), Abraham Eisenstat, Gregg A. Gonsalves and Pamela N. Hootkin, and, if elected, Gregg A. Gonsalves, all of whom are independent within the meaning of the rules of the NYSE and applicable law. James J. Burns, who was Chair of the Audit Committee through December 31, 2016 and who will remain a member of the Audit Committee until his retirement as a director of the Company effective at the Annual Meeting on May 2, 2017, is likewise independent within the meaning of the rules of the NYSE and applicable law. Additionally, Ms. Hootkin and Messrs. Eisenstat and Rogers, eachAll members of theour Audit Committee are qualified as audit committee financial experts within the meaning of applicable law and the Board has determined that each of them has accounting and related financial management expertise under the rules of the NYSE. The designation of “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than are generally imposed on such persons as members of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Board.

The principal functions of the Audit Committee are as follows:

22  |2020 Proxy Statement

CORPORATE GOVERNANCE OVERVIEW

The charter of the Audit Committee is available on the Company’s website atwww.cedarrealtytrust.com.

Compensation Committee

The Board has established a Compensation Committee consisting of Pamela N. Hootkin (Chair), Paul G. Kirk, Jr.,Gregg A. Gonsalves, Sabrina L. Kanner and Roger M. Widmann, and, if elected, Gregg A. Gonsalves, all of whom are independent within the meaning of the rules of the NYSE and applicable law. The principal functions of the Compensation Committee are as follows:

The charter of the Compensation Committee is available on the Company’s website atwww.cedarrealtytrust.com.

Under its charter, the Compensation Committee has the authority to engage independent compensation consultants or other advisors to assist it in formulating the

20  |2017 Proxy Statement

CORPORATE GOVERNANCE PRINCIPLES

Company’s total compensation plan. In designing the 20162019 executive compensation plan, setting executive compensation for 2016, our Compensation Committee retained Mercer, (US) Inc. (“Mercer”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”),MMC, as its compensation consultant. The consultant provided to the Compensation Committee relevant survey and market compensation data and compared the Company’s compensation to the survey data. The Compensation Committee has relied on the guidance of the consultant in formulating and refining the Company’s executive compensation practices. In selecting Mercer, the Compensation Committee evaluated Mercer’s independence and considered the following factors:

After considering the foregoing, the Compensation Committee determined that (i) Mercer was not engaged by the Company to perform any other services apart from those detailed above; (ii) Mercer was independent of the Company and management of the Company in performing the above services; and (iii) that the engagement of Mercer did not raise any conflicts of interest.

2020 Proxy Statement|  23

CORPORATE GOVERNANCE OVERVIEW

Nominating/Corporate Governance Committee

The Board has established a Nominating/Corporate Governance Committee consisting of Paul G. Kirk, Jr.Abraham Eisenstat (Chair), Abraham Eisenstat,Sabrina L. Kanner, Steven G. Rogers, and Roger M. Widmann, (and James J. Burns until his retirement as a director of the Company effective at the Annual Meeting on May 2, 2017), all of whom are independent within the meaning of the rules of the NYSE and applicable law. The principal functions of the Nominating/Corporate Governance Committee are as follows:

The charter of the Nominating/Corporate Governance Committee is available on the Company’s website atwww.cedarrealtytrust.com.

2017 Proxy Statement|  21

CORPORATE GOVERNANCE PRINCIPLES

Board and Committee Performance Self-Evaluation

To optimize the performance of the Board and its committees each year, the Nominating/Corporate Governance Committee oversees a robust self-assessment of the Board and each of its committees that elicits candid feedback on the performance and effectiveness of the Board and its committees, as well as on the efficacy of the self-evaluation process itself. As part of this self-assessment, directors are asked to consider the Board’s composition and structure, key responsibilities, and meetings, among other criteria. Each committee separately conducts its own assessment, and in assessing its structure and performance, is asked to considerconsiders its role and the responsibilities articulated in the committee charter, the composition of the committee and the conduct of committee meetings. The Company believesWe believe that a thorough Board and committee evaluation process that is focused on the assessment and alignment of director skills with Companycompany strategy is more effective than solely relying on strict tenure limits. Throughout the year, the Board and each of its committees routinely use a portion of their regularly scheduled executive sessions to reflect upon and discuss how their oversight performance on behalf of stockholders might be improved.

Nomination of Directors

The Nominating/Corporate Governance Committee is responsible for the selection and nomination of directors and considers candidates for Board membership suggested by its members, and other Board members, as well as management, stockholders and stockholders.nationally recognized search firms. Stockholders who wish to recommend a nominee should send nominations directly to the Nominating/Corporate Governance Committee, at the principal executive offices of the Company, that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors, including the nominee’s name, business experience and consent to be nominated for membership on our Board and to serve if elected by the stockholders. We did not receive any recommended nominees for director from any of our stockholders, other than from our directors, in connection with the 2017 Annual Meeting. We do not currently pay any fees to third parties to identify or evaluate or assist in

The Nominating/Corporate Governance Committee has a carefully designed protocol for identifying or evaluating potentialand selecting nominees for directorships.Board positions, which was enhanced in 2019 to refine the desired attributes identified for potential Board nominees.

24  |2020 Proxy Statement

CORPORATE GOVERNANCE OVERVIEW

Once the Nominating/Corporate Governance Committee has identified a prospective nominee, the Committeeit makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Nominating/Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Nominating/Corporate Governance Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies, provide for succession or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Nominating/Corporate Governance Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s background and experience and report its findings to the Board. The Nominating/Corporate Governance Committee then evaluates the prospective nominee against the standards and qualifications set out in the Company’s guidelines, including:

22  |2017 Proxy Statement

CORPORATE GOVERNANCE PRINCIPLES

The Nominating/Corporate Governance Committee may also consider such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertiseappropriate size and diversity of the Company’s Board of Directors, and the evaluationsneeds of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other prospective nominees.Board members. In connection with this evaluation, the Nominating/Corporate Governance Committee determines whether the person should be considered for a Board position, and one or more members of the Nominating/Corporate Governance Committee, and others as appropriate, interview prospective nominees in person or by telephone. The candidate is then required to complete a series of compliance and vetting questionnaires, to submit to a background check, to establish qualification for service and fitness to serve, as well as to identify potential conflicts of interest. Upon satisfactory completion inof the interview, vetting process and evaluation, the Nominating/Corporate Governance Committee makes a recommendation to the full Board as to the personsperson(s) who should be nominated by the Board, and the Board determines the nomineesnominee(s) after considering the recommendation and report of the Nominating/Corporate Governance Committee.

There are no differences in the manner in which the Nominating/Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by management, a stockholder, another Board member or the Committee.an outside search firm.

2020 Proxy Statement|  25

CORPORATE GOVERNANCE OVERVIEW

New Director Orientation

The Board has a program for orienting new directors that is overseen by the Nominating/Corporate Governance Committee. New directors receive materials with an overview of their duties and responsibilities, significant corporate governance documents of the Company, incorporation documents, regulatory filings, investor presentations, Company policies and Committeecommittee calendars. They are also required to complete a series of vetting andannual compliance questionnaires, and financial disclosures. Directors alsoIn addition, directors attend tours of our properties, as opportunities for such visits arise.present, to familiarize themselves with the Company’s portfolio of assets.

Board Meetings

In the year ended December 31, 2016, there were eleven2019, regular meetings of the Board fiveand its committees were as follows: fourin-person meetings of the Board, fourin-person meetings of the Audit Committee, sevenfive meetings (combination ofin-person and telephonic) of the Compensation Committee and fivefourin-person meetings of the Nominating/Corporate Governance Committee. Each incumbent director of the Company standing for reelection attended in excess of 75%100% of the total number of regular meetings held of the Board and committees on which he or she served during his or her tenure of service in 2016. Mr. Burns, who is not standing for reelection, attended in excess of 75% of the total number of such meetings during his tenure of service in 2016.2019. Board members are encouraged to, and do, attend our Annual Meeting of Stockholders. All of our current directors were present at the Company’s Annual Meeting of Stockholders in May 2016.2019.

Communications with the Board

The Nominating/Corporate Governance Committee of the Board has approved a process for handling letters received by the Company and addressed tonon-management members of the Board. Stockholders and other parties interested in communicating with any of the directors of the Company (or the Board as a group), may do so by writing to the Secretary of the Company, at 44 South Bayles Avenue, Port Washington, NY 11050. The Secretary will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in the Secretary’s opinion, deals with the functions of the Board or committees thereof or that she otherwise determines requires the Board’s attention. The Board or any member thereof may at any time request that copies of all such correspondence be forwarded to the Board.

Correspondence relating to accounting, internal controls or auditing matters that could materially impact the Company’s financial statements is handled by the Audit Committee in accordance with its procedures.

26  |    20172020 Proxy Statement|  23

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The Company’s named executive officers are as follows:

Bruce J. Schanzer   Age  4851   Position:  President and Chief Executive Officer   Served as Named Executive Officer Since  2011		Biographical Information   Mr. Schanzer’s biographical informationSchanzer has been President, Chief Executive Officer and a director of the Company since June 2011. Prior thereto and since 2007, Mr. Schanzer was employed by Goldman Sachs & Co., with his last position being a managing director in the real estate investment banking group. From 2001 to 2007, Mr. Schanzer was employed by Merrill Lynch, with his last position being vice president in the real estate investment banking group. Earlier in his career, Mr. Schanzer practiced real estate law for six years in New York. Mr. Schanzer received a B.A. from Yeshiva College, where he is set forth above under Proposal 1: Electionnow a member of Directors.its board of trustees, an M.B.A. from the University of Chicago, and a J.D. from Benjamin N. Cardozo School of Law, where he was a member of the Law Review.
Philip R. Mays   Age  4952   Position:  Executive Vice President, Chief Financial Officer and Treasurer   Served as Named Executive Officer Since  2011		Biographical Information   Mr. Mays joined the Company in June 2011 after six years with Federal Realty Investment Trust, where he initially served as thein various positions including Controller, beginning in May 2005 and was subsequently promoted to Chief Accounting Officer in September 2006 and most recently, Vice President, Chief Accounting Officer in February 2007.Officer. Prior to joining Federal Realty, Mr. Mays was Vice President of Finance and Corporate Controller for CRIIMI MAE, Inc. for a period of one year. Earlier in his career, Mr. Mays held various accounting and finance positions, including seven years as an accountant at Ernst & Young LLP, achieving senior manager status at its office in Dallas/Fort Worth, Texas. At Ernst & Young LLP, he supervised audits and assisted clients in real estate, construction and hospitality, including public REITs. Mr. Mays has been a C.P.A. since 1993 and has a B.S. degree with a double major in accounting and finance from Jacksonville University in Jacksonville, Florida.

24  2020 Proxy Statement|  2017 Proxy Statement27

EXECUTIVE OFFICERS

Robin M. Zeigler   Age  4447   Position:  Executive Vice President and Chief Operating Officer   Served as Named Executive Officer Since  2016		Biographical Information   Ms. Zeigler joined the Company in March 2016 after serving as Executive Vice President and Head of Operations at Penzance, a Washington, D.C.-based commercial real estate investment company, since January 2015. From 2005 to 2015, Ms. Zeigler worked at Federal Realty Investment Trust, most recently serving as Chief Operating Officer for theMid-Atlantic Region. In that capacity, she was responsible for the operations of a portfolio of over 40 shopping centers and fivemixed-use projects representing approximately 7.3 million square feet. Additionally, Ms. Zeigler provided oversight and strategic direction onmixed-use development and redevelopment projects. Ms. Zeigler holds a B.S. in Accounting from Florida A&M University and an M.B.A. from Georgia State University.

28  |    20172020 Proxy Statement|  25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

At the time of mailing this proxy statement, the coronavirus(COVID-19) pandemic has erupted with wide-reaching impact on the global economy, including our business operations. The health and safety of our employees and the communities in which we operate continues to be of paramount concern for the Company, and our Board, the Compensation Committee and executive leadership team will continue to monitor the impact of theCOVID-19 pandemic on our business and operations.

The proxy statement speaks as of the date of mailing. However, the discussion about our financial, operational and strategic performance relates to 2019 and has not been edited to provide any update with respect toCOVID-19 or our 2020 business activities or performance.

In early 2020, the Compensation Committee met to approve certain elements of 2020 compensation for our named executive officers, including base salary, annual cash incentive bonuses and long-term equity incentive awards. These decisions were based on performance during 2019 and comparisons to compensation in the market at the time. All compensation decisions discussed below in this Compensation Discussion and Analysis were made prior to the rapidly unfolding recent developments of theCOVID-19 pandemic. While our compensation philosophy and objectives remain unchanged, the Compensation Committee aims to align our 2020 compensation program with the current environment by taking into account the current and anticipated future impacts of these events on the retail shopping center industry, financial markets and national economic activity. Additional information regarding our 2020 compensation program, including any changes to take into account recent events and the current market environment, if any, will be disclosed at the appropriate time.

Executive Summary

This section of our Proxy Statement discusses the principles underlying our executive compensation policies and decisions. This discussion relates to the Company’s “nameddecisions for our named executive officers,” as included in the Summary Compensation Table below.officers. For 2016,2019, the Company’s named executive officers were:

For 2016, the Company determined there were noNo other employees of the Company that qualified as “named executive officers”officers under the applicable rules and regulations of the SEC.

In June 2011, the Company hired Mr. Bruce J. Schanzer as CEO and Mr. Philip R. Mays as CFO as part of a long-term strategic plan for improving Company performance. At the time they were hired, the Company and the Compensation Committee affirmed that a core objective of the executive compensation program was to align management’s compensation with long-term stockholder value creation. This was especially critical as the expectation was that it would take a number of years to fully realize positive results derived from the implementation of the new strategic plan.

In executing the new long-term strategic plan, the Company has achieved several important improvements to its portfolio, balance sheet and earnings, as illustrated below:^*

PORTFOLIO

26  |2017 Proxy Statement

EXECUTIVE COMPENSATION

BALANCE SHEET

EARNINGS

2017 Proxy Statement|  27

EXECUTIVE COMPENSATION

Beginning with the hiring of Messrs. Schanzer and Mays, the Company and the Compensation Committee, under the guidance of the Company’s independent compensation consultant, refined itsour compensation structure. The refinedThis structure was designed to retain, compensate and incentivize Company executives, commensurate with their experience, responsibilities and accomplishments, and align executive pay with the Company’s long-term strategic objectives and achievement of enhanced stockholder value. To that end, theOur executive compensation program includes three primary elements:

For 2016, our CEO’s and CFO’s base salaries remained unchanged from 2015. Our COO joined us on March 31, 2016, with a starting annualized base salary of $400,000.

A significant portion of the annual cash-incentive bonus is based on the performance of the Company, and the remaining portion is based on individual performance. Long-term equity incentive compensation vests based on continued service to the Company and, for the CEO, the Company’s total shareholder return (“TSR”). 2020 Proxy Statement|  29

EXECUTIVE COMPENSATION

A significant portion of executive compensation is at risk and variable depending on both our short-term financial performance and long-term creation of stockholder value, with the largest portion ofat-risk compensation designed to incentivize our executives to focus on long-term stockholder value creation.

Commencing in 2019, and consistent with a study of trends in executive pay, Mr. Schanzer’s base pay was decreased by $50,000 from $800,000 to $750,000 per annum. Mr. Mays’ base pay remained level from 2018, and Ms. Zeigler’s base pay was increased to $436,000 from $400,000 as of April 1, 2019, consistent with the terms of her new employment contract, and a study of competitive pay positioning in the industry.

In 2020, the base pay of Messrs. Schanzer and Mays, along with Ms. Zeigler, remained level at $750,000, $400,000, and $436,000 compared with 2019.

As explained more fully below on page 35 in the section entitled, “Annual Cash Incentive Bonus,” in setting performance criteria for 20162019 bonuses for our CEO and CFO,named executive officers, our Compensation Committee determined that 70% of the bonus would be based on the Company’s achievement of its targeted operating funds from operations (as defined below),Operating FFO, and 30% would be based on a qualitative individual performance evaluation for each of those executives. For 2016,It was determined that 100% of the Compensation Committee determined to award our CEO and CFO70% portion of the annual bonuses of $1,028,000 and $465,380, respectively. Pursuant to the terms of her employment agreement, Ms. Zeigler received a guaranteed bonus of $300,000 for 2016 and,incentive based on February 22, 2017, the Compensation Committee decided to award Ms. Zeigler an additional bonus in the amount of $85,500Company performance would be awarded, based on the Company’s attainment of its Operating FFO target of $0.45, and 100% of the 30% portion of the annual bonus incentive based on individual performance would be awarded, based on a qualitative assessment of individual performance achievements for each of the NEOs. For 2019, the annual bonuses determined by the Compensation Committee to be awarded to our CEO, CFO and Ms. Zeigler’sCOO, respectively, amounted to $750,000, $380,000 and $414,200.

Long-term equity incentive compensation is awarded based on a combination of average TSR over a three-year historical period and individual performance in 2016,assessment. Once granted, the vesting of such long-term equity incentive awards is based on continued service to the Company. For the CEO, half of his 2018 grant is time-based, contingent upon continuous employment with the total amountCompany, and half is performance-based, contingent upon attainment of Ms. Zeigler’s 2016 bonus commensurate with the percentage of target bonuses paid to the CEO and CFO for 2016.

The Company believescertain TSR targets. We believe that awarding senior executives a significant amount of their compensation in the form of restricted stockequity incentive awards aligns management’s incentives with long-term stockholder value creation and encourages retention. To effectively ensure the alignment of executive compensation with long-term performance, the Company has awarded, at times, multi-year restricted stock grants to top executives with a five-year vesting period, which is longer than our typical three-year vesting period, in lieu of annual grants over such vesting period. Stock grants that contain long-term vesting provisions provide senior executives an incentive to remain with the Company. Also, long vesting periods, coupled with performance conditions for our CEO, create a significant positive incentive to make decisions that engender strong results over a sustained period of time. The Company believes this structure appropriately focuses our executive officers on the creation of long-term value

Pay and encourages prudent evaluation of risks. Of the grants made to the Company’s named executive officers as of December 31, 2016, the following remain unvested:Governance Practices

28  |2017 Proxy Statement

EXECUTIVE COMPENSATION

In addition, ourOur executive compensation program includes a number of features intended to reflect best practices in the market and to help ensure that the program reinforces our stockholders’ interests.

Our compensation policies and programs are built upon the strong foundation of corporate governance and compensation best practices,interests, including:

30  |2020 Proxy Statement

EXECUTIVE COMPENSATION

2017 Proxy Statement|  29

EXECUTIVE COMPENSATION

These practices and others are described in more detail below under “Corporate Governance Principles.”

2020 Proxy Statement|  31

EXECUTIVE COMPENSATION

Compensation Philosophy

Our executive compensation program is designed to attract and retain outstandingtalented senior executives, ensure that their compensation remains competitive relative to the compensation paid to similarly-situated senior executives at comparable publicly-traded REITs, and reward them for superior performance. The program is further designed to reward both short- and long-term performance and to align our senior executives’ and stockholders’ interests. To that end, we believe the compensation packages we provide to our named executive officers should include both cash and share-based incentive compensation that reward performance as measured, in large part, against corporate and individual goals that will enhance stockholder value over the long term.

We believe the overall compensation of our senior executives should primarily reflect their accomplishments as a management team in achieving established key objectives.objectives, including the execution of the strategic plan. We also believe the achievement of these key objectives will ultimately enhance stockholder value as reflected in an increased share price. We believe the compensation of our senior executives should not be based on short-term performance of our shares, whether favorable or unfavorable, but rather that the long-term price of our shares is a better reflection of the management of our Company by our senior executives. In this regard, the restricted stock historically granted to our senior executives has vesting periods ranging from three to seven years. Our senior executives are aligned with our shareholders in that they are also subject to the downside risk of a decrease in the value of their compensation in the event the price of our shares declines.

Consistent with this philosophy, our executive pay program uses a combination of base salary, annual cash incentive bonuses and long-term equity incentive awards, with a significant portion of compensation being at risk and dependent on the performance of the Company and the executive, to align executive interests with those of stockholders.

The Compensation Committee is responsible for establishing, implementing, and continually monitoring adherence to our compensation philosophy as applied to our named executive officers. For more information related to the processes and procedures of the Compensation Committee in determining the compensation of our named executive officers, see “Corporate Governance Principles—Overview–Compensation Committee” above.

Annual Advisory Vote on Named Executive Officer Compensation and Engagement with Stockholders

The Board holdsOur compensation philosophy is informed by input from our stockholders. We hold an annual stockholder advisory vote on executive compensation. While this vote is considered anon-binding advisory vote, our Compensation Committee and Board value the opinions of our stockholders and seriously consider the voting results when making future executive compensation decisions and in designing the executive compensation program more generally. At the Company’s 20162019 Annual Meeting, 63.1% of our stockholders voted to approve the compensation paid to the Company’s named executive officers. This represented a substantial decrease over prior years, when the Company enjoyed relatively high levels of shareholder support.

Say-on-Pay Responsiveness

The Compensation Committee took seriously the Company’s relatively low 2019say-on-pay vote in respect of 2018 executive compensation. In 2019, the Company engaged in a proactive outreach campaign to our major shareholders in an effort to better understand the concerns driving the opposition to our executive compensation. As part of that outreach campaign, we contacted stockholders accounting for close to 70% of our outstanding shares, and received acceptances from, and actively engaged with, stockholders representing over 48% of our outstanding shares. We made

30  32  |      20172020 Proxy Statement

EXECUTIVE COMPENSATION

officers for 2015certain, as part of this effort, to give shareholders unmediated access to our Board without the presence of management, to the extent the concerns related to executive compensation. In addition, consistent with votesthe Company’s historical practice, we held telephone conferences with proxy advisory firms, such as ISS, to stay informed on trends in favor of over 72%. In designing thegovernance and executive compensation, program and making executive compensation decisions for 2016,current thinking as to best practices, as well as to elicit meaningful feedback on initiatives the Company is considering.

Based on the constructive feedback received from our shareholders, the Compensation Committee consideredundertook to make adjustments to our executive compensation principles within the favorable resultsbounds of the 2016 advisory vote, together with the adviceCompany’s existing contractual commitments.

Below is a summary of Mercer, as more fully described below.

The Compensation Committee regularly reviews all elements of compensation to ensure thatwhat we remain competitive in the market and to ensure that overall compensation, including the mix of stock and cash, is aligned with our business objectives, our performance and the interests of our stockholders. The Compensation Committee values constructive feedbacklearned from our stockholders about executive compensation as demonstrated by its support for amendingin our named executive officer employment agreements to eliminate2019 outreach campaign and the modified single trigger for cash severance payments upon a change in control,actions we took in direct response to constructive stockholder feedback. Additionally, the 2017 Stock Incentive Plan, which was approved by the Board on March 14, 2017, and is currently presented for stockholder approval, contains certain features designed to incorporate best practices and further align the interests of employees, including our executive officers, with our stockholders. These features include a minimum vesting period of one-year applicable to all types of equity awards under the 2017 Stock Incentive Plan (subject to a 5% carve out), minimum three-year vesting periods for time-based restricted stock awards and caps on awards made under the 2017 Stock Incentive Plan.response:

Engagement with Stockholders

We are committedbelieve that these compensation changes demonstrate our commitment to meaningful stockholder engagement because it allows usand responsiveness to understand and consider the viewpoints of our stockholders. Throughout the year, management communicated in meetings, property visits, telephone calls and/or written communications with several significant stockholders to better understand their perspectives on overall compensation, strategy, and business operations. The Chair of our Compensation Committee routinely makes herself available to answer questions from stockholders, and has participated in such calls when so requested. During the course of these communications, we received constructive comments from these stockholders and engaged in a dialogue with them about the Company’s compensation program. The Company prides itself on its relationship with its stockholders, and on its practice of offering interested stockholders direct access to management as well as our Compensation Committee Chair to express their feedback and concerns.stockholder feedback. We will continue to actively engage in dialogue with our stockholders aboutinvestors on these and other topics and to provide transparent disclosure as to the evolution in our compensation policiesthinking and decisions, andpractices as a result of the Committee will continue to actively consider the views of our stockholders, including the results of our annual advisory vote, when making future executive compensation decisions.important feedback we received.

2017 Proxy Statement|  31

EXECUTIVE COMPENSATION

Compensation Objectives

The Compensation Committee uses three primary pay elements in its executive compensation program: base salary, annual cash incentive bonuses and long-term equity compensation. Two of these pay elements depend upon the performance of the executive

Base salary is intended to attract and Company, including:

EXECUTIVE COMPENSATION

only if they remain with us for a substantial period of time and if the executive and, for the CEO, attainment of stockholder returnCompany achieves specified average TSR goals over the vestingpreceding three-year period.

EXECUTIVE COMPENSATION

The Compensation Committee is required to review base salaries annually and may increase, but not further decrease, the salaries of Messrs. Schanzer and Mays and Ms. Zeigler pursuant to the terms of their respective employment agreements. In making decisions regarding executive officers’ base salaries, the Compensation Committee takes into account relevant factors, including individual performance and market compensation data.

Annual Cash Incentive Bonus

The Compensation Committee seeks to align the interests of the named executive officers with the interests of stockholders by linking executive pay to individual performance and specified financial objectives.

In setting objectives at the beginning of the year, the Compensation Committee determined that 70% of the bonus of named executive officers would be based on the Company’s attainment of its targeted operating funds from operations (“Operating FFO”)FFO (after taking into account payment of bonuses), and 30% would be based on a qualitative evaluation of the individual performance evaluation of each of the executives. Operating FFO is a key annual earnings measurement for the Company, whichas is the case for other REITs. The Company considers Operating FFO to be a meaningful measure of financial performance because it excludes certain items thatthe Company does not believe are not indicative of the results provided by the Company’sits core operating portfolio and that affect the comparability of the Company’s period-over-period performance, such as acquisition pursuit costs, amounts relating to early extinguishment of debt gain on extinguishment of debt obligations, employee termination costs, and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO also provides a consistent basis for comparing the Company’s performance across reporting periods. The Operating FFO bonus rangestargets and actual Operating FFO for 20162019 were established as follows: