UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Pennsylvania Real Estate Investment Trust

(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):

TWENTY NINETEEN PREIT(R) PROXY STATEMENT mall /mawl/ noun a large building or series of connected buildings containing a variety of retail stores and typically also restaurants. REDEFINING THE MALL

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 30, 2019JUNE 2, 2022

Purpose of the Meeting:

For all holders of record of PREIT’s common shares of beneficial interest:

For all holders of record of PREIT’s outstanding preferred shares:

Record Date: Our Board of Trustees has fixed the close of business on April 1, 201911, 2022 as the record date for the determination of shareholdersholders of common shares of beneficial interest and outstanding preferred shares entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the meeting.Annual Meeting, which will be conducted via live audio webcast. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual Meeting, you will need to log in by entering the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for check-in.

By Order of the Board of Trustees

LISA M. MOST

Secretary

PREIT

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania 19103

April 19, 201922, 2022

TABLE OF CONTENTS

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VOTING INFORMATION

The Annual Meeting of Shareholders of Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) will be heldconducted via live webcast on Thursday, May 30, 2019June 2, 2022 at 11:00 a.m. Eastern Time at The Bellevue, 200 South Broad Street, Philadelphia, Pennsylvania 19102 (the “Annual Meeting”). This Proxy Statement is being mailed or made available on or about April 19, 201922, 2022 to both (i) each holder of PREIT’s issued and outstanding common shares of beneficial interest and (ii) each holder of PREIT’s Outstanding Preferred Shares (defined below) entitled to vote at the meeting in order to furnish information relating to the business to be transacted at the meeting. We are mailing or making available our Annual Report to Shareholders for the fiscal year ended December 31, 20182021 (the “Annual Report”) together with this Proxy Statement. The Annual Report is being provided for informational purposes and not as a means of soliciting your proxy.

Record Date; Shareholders Entitled to Vote

We have fixed the close of business on April 1, 201911, 2022 as the record date for the Annual Meeting (the “Record Date”).

Common Shareholders

All holders of record of PREIT’s common shares of beneficial interest as of the Record Date are entitled to notice of and are entitled to vote on the proposals submitted to the holders of common shares of beneficial interest at the Annual Meeting and any adjournment or postponement thereof. On the Record Date, 77,383,07980,616,801 common shares of beneficial interest were outstanding.

Preferred Shareholders

All holders of record onof PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred”), the 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred”), and the Trust’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred,” and, together with the Series B Preferred and the Series C Preferred, the “Outstanding Preferred Shares”), as of the Record Date mayare entitled to notice of and to vote by (i) internet by visitingtogether as a single class on the website specified inproposal submitted to the Noticeholders of Internet AvailabilityOutstanding Preferred Shares at the Annual Meeting and Proxy Materials (the “Notice”), (ii) telephone usingany adjournment or postponement thereof. On the instructions provided inRecord Date, 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred, were outstanding, for an aggregate total of 15,350,000 Outstanding Preferred Shares.

For holders of both PREIT’s common shares of beneficial interest and Outstanding Preferred Shares, you will receive two proxy cards, a proxy card for the Notice, or (iii) marking, executingcommon shares of beneficial interest, and returninga proxy card for the Outstanding Preferred Shares with respect to the Preferred Trustee Election Proposal (as defined below). If you are a holder of the Outstanding Preferred Shares and wish to vote for the Preferred Trustee Election Proposal, you will need to properly complete and return the proxy card (located atwith respect to the website specified inPreferred Trustee Election Proposal, or follow the Notice), in accordance with thevoting instructions thereon. Shareholders who hold their shares in “street name” through a bank,provided by your broker or other holder of record (a “nominee”) must vote their shares in the manner prescribed by their nominee.nominee, as applicable.

Your Participation in Voting the Shares You Own Is Important

Voting your shares is important to ensure that you have a say in the governance of PREIT and to fulfill the objectives of the majority voting standard that we apply in the election of trustees. If you are receiving this Proxy Statement from a broker, bank or other financial institution, please review the proxy materials and follow the instructions on the voting instruction form to communicate your voting instructions to your broker, bank or other financial institution. We encourage you to exercise your rights and fully participate as a shareholder of PREIT.

How to Vote

We hope you will attend the Annual Meeting. Whether or notMeeting, which will be conducted via live webcast. Regardless of whether you expect to attend the virtual meeting, in person, pleaseyou may vote your shares by mail, by telephone or through the internet by following the instructions set forth in the Notice, so that your shares will be represented.Notice. If you receive more than one Notice because you have multiple accounts, you should submit your voting instructions with respect to each account by mail, telephone or through the internet, so that all of your shares will be voted at the Annual Meeting.

Shareholders of record on the Record Date may vote by:

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Shareholders who hold their shares in “street name” through a bank, broker or other holder of record (a “nominee”) must vote their shares in the manner prescribed by their nominee.

Shares Held through a Broker, Bank or Other Financial Institution

If you hold your shares through a broker, bank or other financial institution, there is a New York Stock Exchange (“NYSE”) rule that determines the manner in which your vote will be handled at the Annual Meeting. Your broker, bank or other financial institution is not permitted to vote on your behalf on the election of trustees or the proposal related to our executive compensation (i.e., Proposals One and Two described in this Proxy Statement) unless you provide specific instructions by completing and returning the voting instruction form or by following the voting instructions provided to you to vote your shares via telephone or the internet. For your vote with respect to those proposals to be counted, you need to communicate your voting instructions to your broker, bank or other financial institution before the date of the Annual Meeting, and before any earlier date specified in the voting instructions provided by your broker, bank or other financial institution.

Quorum; Voting Standards Generally

At this year’s Annual Meeting, there are two sets of proposals: one set of proposals that will be voted on by common shareholders, and a proposal that will be voted on by holders of Outstanding Preferred Shares. Holders of Outstanding Preferred Shares are not entitled to vote on the proposals to be voted on by common shareholders, and common shareholders are not entitled to vote on the proposal to be voted on by Outstanding Preferred Shares. Holders of both common shares and Outstanding Preferred Shares are entitled to vote on all proposals.

Proposals to be Voted on by Common Shareholders

In order to conduct the business of the Annual Meeting, a majority of the common shares entitled to vote must be present at the meeting, either live at the virtual meeting or represented by proxy, to constitute a quorum. Your shares are counted as present at the Annual Meeting if you attend and vote during the Annual Meeting online or if you properly complete and return a proxy card or follow the voting instructions provided by your broker nominee, as applicable.

On each matter subject to a vote of the holders of common shares at the Annual Meeting and any adjournment or postponement of the meeting, each holder of common shares will be entitled to one vote per share. With respect

The following table summarizes the vote required for approval of each proposal submitted to the electionholders of trustees (Proposal One), assumingcommon shares and the effect on the outcome of the vote of abstentions, uninstructed shares held by brokers (which result in “broker non-votes” when a quorum is present,beneficial owner of shares held in street name does not provide voting instructions and, subject toas a result, under NYSE rules, the majority voting provisions of our corporate governance guidelines, which are described in this Proxy Statement,institution that holds the eight nominees receiving the highest number of votes cast at theshares may not vote those shares on certain proposals) and signed but unmarked proxy cards.

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Preferred Trustee Election Proposal

The holders of Outstanding Preferred Shares are currently entitled to vote and fill the two additional trustee positions created on PREIT’s Board of Trustees (the “Board of Trustees” or the “Board”) by virtue of the terms of the designating amendments to the Company’s trust agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of the Outstanding Preferred Shares (the “Designating Amendments”). We refer to this proposal as the “Preferred Trustee Election Proposal”. With respect to the advisory approval of our executive compensation as described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the accompanying tabular and narrative disclosure (Proposal Two), and the vote on ratification of the selection of KPMG LLP as our independent auditor for 2019 (Proposal Three), assuming a quorum is present, in each case the proposal will be approved ifPreferred Trustee Election Proposal, a majority of the sharesOutstanding Preferred Shares entitled to vote as a single class must be present in personat the meeting, either live at the virtual meeting or represented by proxy, and being castto constitute a quorum. Each holder of Outstanding Preferred Shares will be entitled to one vote per share with respect to the Preferred Trustee Election Proposal.

The two nominees receiving the most votes will be elected. Holders of Outstanding Preferred Shares may vote FOR any nominee or WITHHOLD from any nominee. Votes that are withheld will not be included in the vote tally for the election of these trustees. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of trustees. As a result, any shares not voted by a customer will be treated as a votebroker non-vote. Such broker non-votes will have no effect on the proposal are voted “FOR” the proposal. Proposal Two isnon-binding. If you mark yourresults of this vote. Signed but unmarked proxy as “Withhold” or “Abstain” on any matter, or if you give specific instructions that no vote be cast on any specific matter, the shares represented by your proxycards will not be voted on that matter, but will count toward the establishment of a quorum. Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they do not have discretionary voting authority and have not received instructions as to how to vote on those proposals (so called “brokernon-votes”) are also considered in determining whether a quorum is present, but will not affect the outcome of any vote.this proposal.

Voting by Proxy; Revocation of Proxies

You may vote your shares to be voted at the Annual Meeting in personby following the instructions available on the meeting website during the meeting or by proxy. You can always change your vote at the meeting; therefore, we recommend that you vote by proxy even if you plan to attend the virtual meeting. All valid proxies received before the Annual Meeting will be voted according to their terms. If you complete your proxy properly, whether by completing and returning a proxy card or by submitting your instructions by telephone or through the internet, but do not provide instructions as to how to vote your shares, your proxy will be voted “FOR” the election of all trustees nominated by our Board of Trustees, “FOR” advisory approval of our executive compensation as described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the accompanying tabular and narrative disclosure, and “FOR” the ratification of KPMG LLP as our independent auditor for 2019. If any other business is properly brought before the Annual Meeting, proxies will be voted in accordance with the judgment of the persons voting the proxies. After providing your proxy, you may revoke it at any time before it is voted at the Annual Meeting by filing an instrument revoking it with our Secretary or by submitting a duly executed proxy bearing a later date. You also may revoke your proxy by virtually attending the Annual Meeting and giving notice of revocation.voting. Attendance at the Annual Meeting, by itself, will not constitute revocation of a proxy.

Delivery of Documents to Shareholders Sharing an Address

Some banks, brokers and other nominee record holders might be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement and Annual Report might have been sent to multiple shareholders in your household if you have elected to receive paper copies. We will promptly deliver a separate copy of either document to you if you request oneone. If you are a shareholder of record, make your request by writing or by calling us as follows: Investor Relations, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102;19103; Telephone:215-875-0735. If you are a beneficial owner, requests can be made by contacting Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. If you want to receive separate copies of the Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household in the future, you should contact your bank, broker or other nominee record holder.

Solicitation of Proxies

We will bear the cost of preparing and soliciting proxies, including the reasonable charges and expenses of brokerage firms or other nominees for forwarding proxy materials to shareholders. In addition, to solicitation by mail, certain trustees, officers and employees of PREIT and its subsidiaries may solicit proxies personally or by telephone or other electronic means without extra compensation, with the exception of reimbursement for actual expenses incurred in connection with the solicitation. The enclosed proxy being solicited in connection with this Proxy Statement is being solicited by and on behalf of ourthe Board of Trustees.

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Instructions for Participation in the Virtual Annual Meeting

There is no physical location for the Annual Meeting which will be held via live audio webcast rather than in-person. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PEI2022 and log in by entering the unique 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. You may log into the Annual Meeting beginning at 10:45 a.m., Eastern Time, on June 2, 2022 and the meeting will begin promptly at 11:00 a.m. Eastern Time.

The virtual meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Asking Questions at the Virtual Annual Meeting

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/PEI2022 and following the instructions on the website. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. Rules of Conduct for the Annual Meeting will be available on the virtual meeting platform on the day of the meeting. Examples of questions that are not pertinent are questions related to general economic, political or other views that are not directly related to the business of the Annual Meeting.

Technical Difficulties or Trouble Accessing the Live Webcast

If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available at www.virtualshareholdermeeting.com/PEI2022 for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m., Eastern Time, on June 2, 2022.

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GOVERNANCE

PROPOSAL TO BE VOTED ON BY COMMON SHAREHOLDERS—PROPOSAL ONE—Election of Trustees by Common Shareholders

Trustee Nomination Process

PREIT’s trust agreement provides that nominations for election to the office of trustee at any annual meeting of shareholders are made by the Board of Trustees, or by a common shareholder if such shareholder provides a notice in writing delivered to our Secretary not less than 90 nor more than 120 days before the anniversary date of the prior year’s meeting, and for an election at an annual meeting that is not within 30 days of such anniversary date, or for a special meeting called for the election of trustees, not later than 10 days following the date on which notice of the date of the meeting is mailed or disclosed publicly, whichever comes first. The notice must be signed by the holders of at least two percent of the common shares outstanding on the date of the notice. Shareholders making nominations of trustee candidates must provide in the notice, among other things, (a) information regarding share ownership and any hedging or other transaction to hedge the economic risk or to increase or decrease the voting power of such shareholder, (b) a description of all agreements or understandings between any such shareholder and each nominee and any other person, pursuant to which any such shareholder has a right to vote any shares, or pursuant to which the nominee or shareholder may be entitled to compensation, reimbursement of expenses or indemnification by reason of such nomination or service as a trustee, including all such information that would be required to be disclosed under federal securities regulations if the nominee were nominated by the Board of Trustees, and (c) such other information regarding each nominee as would be required in a proxy statement had the nominee been nominated by the Board of Trustees. The complete text of these requirements is provided in Section 11.J of PREIT’s trust agreement, which is available on our website at www.preit.com and on the SEC’s website at www.sec.gov, and a copy of which may be obtained by written request to our Secretary at our principal executive office. Nominations not made in accordance with the trust agreement procedures will not be considered, unless the number of persons properly nominated is fewer than the number of persons to be elected to the office of trustee at the Annual Meeting. In this latter event, nominations for the trustee positions that would not otherwise be filled may be made at the Annual Meeting by any person entitled to vote in the election of trustees.

Nominees for Trustee

PREIT’sThe Board of Trustees has nominated George J. Alburger, Jr., Joseph F. Coradino, Michael J. DeMarco, JoAnne A. Epps, Leonard I. Korman, Mark E. Pasquerilla, Charles P. Pizzi and John J. Roberts for electionre-election at the Annual Meeting as trustees to serve until the Annual Meeting to be held in the spring of 20202023 and until their respective successors have beenare duly elected and have qualified. Each of these nominees for election by the nomineescommon shareholders is currently serving as a trustee whose term expires at the Annual Meeting.

If any of the foregoingthese nominees becomes unable to or declines to serve, the persons named in the accompanying proxy have discretionary authority to vote for a substitute or substitutes, unless the Board of Trustees reduces the number of trustees to be elected. The address for each nominee for the office of trustee is c/o PREIT, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102.19103.

In selecting nominees for election to the Board of Trustees, the members of the Nominating and Governance Committee and the Board of Trustees consider a number of factors that they deem relevant to service on the Board, including (1) including:

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The chart below highlights several categories of skills and areas of expertise of our trustees.current trustees, each of whom has been nominated for re-election at the Annual Meeting. Generally, the Nominating and Governance Committee and the Board of Trustees consider it important that nominees have competencies in one or more of these areas. Each nominee brings his or hera particular set of personal experiences and competencies to the Board of Trustees, which, taken as a whole, enableenables the Board of Trustees to provide effective leadership to the Company in order to achieve our strategic objectivesgoals and deliver returns to our shareholders.objectives.

The Nominating and Governance Committee and the Board of Trustees also consider it important that the Board of Trustees is comprised of individuals with varyingvalue diverse backgrounds and lengths of tenure with the Company. This helps to ensure that the Board of Trustees strikes an appropriate balance of those with extensive experience with the Company and those who can bring new, fresh ideas to the Company, increasing shareholder value.Company.

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^uBoard of Trustees Nominees for the Office of Trustee

Information on individuals nominated by the Board of Trustees is provided below. Information about the nominees for election by the holders of Outstanding Preferred Shares is presented separately under “Outstanding Preferred Shares Proposal—Proposal to be Voted on by Only Preferred Shareholders—Outstanding Preferred Shares Trustees Election” beginning on page 59.

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Majority Voting Standard for Trustee Elections and Board Procedures

With respect to the election of trustees by common shareholders, assuming a quorum is present, and subject to the majority voting provisions of our corporate governance guidelines described below, the eightseven nominees nominated by the Board of Trustees receiving the highest number of votes cast at the Annual Meeting will be elected trustees. If you mark your proxy as “Withhold” in the election of any of the trustees, or if you give specific instructions that no vote be cast in the election of any of the trustees, the shares represented by your proxy will not be voted in the election of such trustee(s), but will count toward the establishment of a quorum.

Pursuant to PREIT’s corporate governance guidelines, in an uncontested election, if any Board of Trustees nominated nominee for trustee receives a greater number of “Withhold” responses regarding his or her election than votes “FOR”“For” his or her election, that nominee will be required to promptly tender his or her resignation to the Nominating and Governance Committee of the Board of Trustees following certification of the shareholder vote. The Nominating and Governance Committee of the Board of Trustees (excluding such nominee) will consider the resignation offer and recommend to the Board of Trustees whether or not to accept it. The Board of Trustees (excluding such nominee) will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Thereafter, the Board of Trustees will promptly disclose its decision as to whether to accept the trustee’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release to be disseminated in the manner that PREIT’s press releases typically are distributed or by other means of public disclosure.

Any trustee tendering his or her resignation pursuant to the procedures described above will not participate in the Nominating and Governance Committee recommendation or any other action of the Board of Trustees regarding whether to accept the resignation offer. If each member of the Nominating and Governance Committee were to receivereceives a majority of votes marked “Withhold” in the same election, then the independent members of ourthe Board of Trustees who did not receive a majority of votes marked “Withhold” wouldwill appoint a committee among themselves (which may consist of some or all of them) to consider the resignations and recommend to the Board of Trustees whether to accept them.

Thereafter, the Board of Trustees will promptly disclose its decision (and, if applicable, the reasons for rejecting the resignation offer) in a press release or by other means of public disclosure.

Board Recommendation

Our Board of Trustees recommends that shareholders of common shares of beneficial interest vote FOR the election of each of the individualsMr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts, each of whom is named in this Proxy Statement and nominated for election as trustees by our Board of Trustees. Signed proxies will be voted FOR each of these seven nominees unless a shareholder gives other instructions on the proxy card.

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Corporate Governance and Board Matters

Leadership Structure

In June 2012, Joseph F. Coradino became Chief Executive Officer of PREIT and in February 2017 he became Chairman of PREIT, succeeding Ronald Rubin, who was a trustee until his decision not to stand forre-election at the 2018 Annual Meeting of Shareholders.PREIT. Mr. Coradino hadhas been a senior officer of PREIT since he joined the Company in 1997 and has been a Trusteetrustee of the Company since 2006.

The Board of TrusteesMichael J. DeMarco has also appointed Charles P. Pizzi to a thirdone-year termserved as the Lead Independent Trustee that will commence atsince the Annual Meeting and extend to the 20202021 Annual Meeting of Shareholders of the Company. The scopeBoard of Mr. Pizzi’sTrustees has re-appointed Michael J. DeMarco to another one year term as Lead Independent Trustee through the 2023 Annual Meeting of Shareholders of the Company. The Lead Independent Trustee’s responsibilities in this role includesinclude board operations, Chief Executive Officer evaluation and succession, Board of Trustees evaluation and recruitment, and, as appropriate, shareholder relations.

The Board believes that this structure, including a Lead Independent Trustee, is appropriate and effective for PREIT because it provides (i) a separate conduit through the Lead Independent Trustee between the independent trustees and the Chief Executive Officer and other executive officers of PREIT, as appropriate, (ii) a mechanism for oversight by the independent trustees, and (iii) a means of enhancing conditions for engagement by the Board in PREIT’s decision-making processes. The Board currently includes sevensix non-employee trustees who, by virtue of their collective leadership experience and their positions on the various committees of the Board discussed below, provide significant independent leadership and direction that complements the leadership provided by the Lead Independent Trustee and Mr. Coradino.

Meetings of Independent Trustees

In addition to PREIT’s Board and committee meetings, the independent members of the Board of Trustees meet separately at regularly scheduled meetings. The Lead Independent Trustee presides over these meetings.

Role in Risk Oversight

The full Board is responsible for, and is actively involved in, identifying and overseeing the management of the risks that PREIT faces. The Board retains direct decision-making authority regarding the most significant of these risks, and exercises its oversight of management with respect to other risks. With respect to the exercise of direct decision making, the Board generally manages these risks through the allocation of specific duties and responsibilities to its committees and the interaction of those committees, in performing the duties and responsibilities allocated to them, with various outside consultants, including our independent auditor and our compensation consultant. The Board typically performs its oversight function through review of reports from the Chairs of these committees, as well as through regular discussions and reports from management regarding significant or developing risks. Among other relevant information, the Board receives a report annually from management describing management’s methodology for identifying, assessing, mitigating, monitoring and disclosing operational and other risks, including information technology and cyber security risks. In addition, the Board discusses with management, at least quarterly, any changes to the key risk factors identified in the annual report. This annual assessment and the related ongoing discussions are designed to (i) keep the Company’s risk profile current, (ii) provide ongoing assessment of risks and improvement to our risk management capabilities, (iii) make sure that the Board and executive management are in alignment with respect to the Company’s appetite for risk, (iv) ensure that the Company’s risk culture encourages the right type of behaviors, and (v) integrate risk management with the appropriate management processes.

Throughout 2021, the Board exercised continuous oversight of the Company’s strategy and response to operational and strategic challenges, most notably in response to the COVID-19 pandemic and addressing the Company’s financing and capital resources, receiving frequent updates from management on a variety of financial, health and safety, and human capital management matters, and providing related strategic guidance. These updates and regular discussions provided the Board with opportunities to evaluate the risks and opportunities presented, to effectively exercise its oversight function and to provide leadership, guidance and support to management during unprecedented times.

The Board believes that the leadership structure discussed above, which places significant authority in the hands of its independent trustees while involving the Chief Executive Officer in Board decision-making, enhances its ability to identify and oversee the risks that PREIT faces.

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Committees of the Board

PREIT has a standing Executive Compensation and Human Resources Committee (the “Compensation Committee”), a standing Audit Committee, a standing Nominating and Governance Committee and, under PREIT’s Related Party Transactions Policy, a standing Special Committee. In addition, a Transaction Committee was in place beginning in April 2021 through its dissolution in September 2021, which committee provided advice to management with respect to consideration of strategic options and process. The composition and duties of each committee are outlined in the table below.

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PREIT’s by-laws also authorize the establishment of a standing Executive Committee to consist of three members. PREIT’sThe Board of Trustees has not appointed any members to the Executive Committee. If duly constituted, the Executive Committee would be authorized to exercise all of the powers and authority of the Board of Trustees between meetings of the Board of Trustees, except for matters that are expressly reserved by PREIT’sby-laws to the full Board of Trustees or to another committee of the Board of Trustees.

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regardless of the source of the recommendation, but only shareholder recommendations are subject to the January 1 deadline for submission for consideration in any given year. In each case, the Nominating and Governance Committee determines whether a recommended candidate meets PREIT’s minimum qualifications and possesses the qualities and skills for trustees, and whether requesting additional information or an interview is appropriate.

Christopher Swann and Kenneth B. Hart, the nominees for the trustee positions to be voted on and filled by the holders of the Outstanding Preferred Shares were nominated by holders of Outstanding Preferred Shares, not the Nominating and Governance Committee. See “Outstanding Preferred Shares Proposal—Proposal to be Voted on by Only Preferred Shareholders—Outstanding Preferred Shares Trustees Election” for a more detailed description of the nomination process for Mr. Swann and Mr. Hart.

SpecialTransaction Committee Regarding PREIT’s Related Party Transactions Policy

The SpecialDuring 2021, the Board approved the formation of a Transaction Committee, relating to PREIT’s Related Party Transactions Policy (the “Special Committee”) is comprised of John J. Roberts, Chair, Michael J. DeMarco, and Leonard I. Korman.which operated from April 2021 through September 2021. This committee met once during 2018. The principal dutiesprovided PREIT with important strategic oversight and advice with respect to consideration of strategic options and related process as the Special Committee areCompany has been focused on reviewing its business and capital structure and evaluating a wide range of opportunities to administer PREIT’s Related Party Transactions Policy by reviewing those transactionsfurther strengthen the Company’s balance sheet and financial flexibility. In September 2021, it was determined that PREIT’s General Counsel determines to be subject to the policy. See “Other Matters—Related Party Transactions Policy.”

Meetings of Independent Trustees

In addition to PREIT’s Board and committee meetings, the independent members of PREIT’s Board of Trustees meet separately at regularly scheduled meetings. The Lead Independent Trustee presides at these meetings.as a whole would exercise this oversight and, accordingly, the committee was dissolved.

Communicating with the Board of Trustees

Any interested party wishing to communicate with PREIT’sthe Board of Trustees, the independent trustees or any individual PREIT trustee on a confidential basis may do so in writing addressed, as applicable, to the Board of Trustees, the independent trustees or the individual trustee and sent care of Lisa M. Most, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102.19103. PREIT’s General Counsel will review any such communication and will deliver such communications to the addressee.

Meetings of the Board of Trustees

The Board of Trustees met eight14 times during 2018.2021. All of the trustees serving as trustees in 20182021 attended at least 75% of Board and applicable committee meetings in 2018.2021. The Board of Trustees’ policy is that trustees are expected to attend PREIT’s Annual Meeting of Shareholders.Shareholders, which will be held via Internet in 2022. Last year, all of theseven trustees attendedparticipated in the Annual Meeting.Meeting, which was held via Internet.

Corporate Governance Guidelines and Codes of Conduct

PREIT’s corporate governance guidelines, code of business conduct and ethics fornon-employee trustees, code of business conduct and ethics for officers and employees (which includes the code of ethics applicable to our chief executive officer, principal financial officer and principal accounting officer), related party transactions policy and the governing charters for the Audit, Nominating and Governance and Compensation Committees of PREIT’sthe Board of

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Commitment to Sustainability and Corporate Responsibility and Environmental Sustainability

PREIT continually explores waysowns a portfolio of high-quality malls in which we create environments where retailers and customers connect. The Company continuously strives to better align its business strategy with its dutycommitment to be a responsible corporate citizen. citizenship. PREIT’s properties serve as gathering places within the community, making sustainability an important focus.

During 2021, our cross-functional leadership group continued to focus our environmental, social and governance efforts. Quarterly updates on the group’s work are provided to the Nominating and Governance Committee. Our commitment to sustainability influences how we operate and redevelop our centers, provide dynamic experiences for our guests, conduct business with our partners, engage within our communities and create an engaging work environment for our colleagues.

Below are some of the highlights of our commitment in this area:

ENVIRONMENTAL

We strivehave undertaken a number of initiatives to be sociallyincrease energy efficiency, lower our operating costs, reduce waste and environmentally conscious.decrease our overall environmental impact.

SOCIAL

We believe that our properties are important centerpieces in their communities. Our portfolio supports over 20,000 jobs including full and part-time employees and our own staff. We also believe that a key element that will drive

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success in business is cultivating skills and services for small, diverse and emerging businesses that make our property experiences unique; developing an innovative, compassionate workforce across our platform and cultivating relationships across stakeholder groups, all of which will drive the future of our redevelopment at Woodland Mallbusiness.

As a community hub, hosting events that bring the community together is natural. Every year, we host hundreds of engaging events across our portfolio. These events range from character meet and greets to vendor shows to drive-in experiences, live events and more. A key element to our event platform is partnering with community organizations to bring needed support to our communities. Effective in Grand Rapids, Michigan, we diverted more than 20,000 tons of concrete from two former Sears buildings from landfills, instead recycling it for reuse as building pads, parking lot base and site grading2021, each seasonal campaign designed to drive business to our tenants, also supports a related community need. For example, during the redevelopment2021 back-to-school season, each PREIT property partnered with a local non-profit throughout the month of August to collect and distribute backpacks and school supplies for students in need. Across its footprint, we collaborated with ten non-profits to ensure students in its communities have the resources they need to kickstart a successful school year. In total, our properties collected over 2,000 backpacks and supplies to benefit local families in need.

Additionally, in 2021, we strivelaunched a “Support Black-owned Business and Brands 365” initiative in which custom website pages were created highlighting Black-owned retailers, restaurants and pop-up shops. Additionally, our properties hosted a dozen blacked-owned business showcases.

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  GOVERNANCE  

GOVERNANCE

PREIT and national charitable organizations identifiedits Board of Trustees are dedicated to maintaining a high standard for corporate governance based on integrity, ethics and transparency. Each of our current trustees, other than our CEO, meets the NYSE standard for independence. Our trustees stand for re-election every year. In furtherance of PREIT’s sustainability initiatives and commitment, sustainability practices and goals are overseen by employees in our home officeBoard of Trustees, specifically by the Chair of our Nominating and at our malls.    Governance Committee, JoAnne Epps.

Trustee Independence

All of PREIT’s current non-employee trustees are independent, which means that, if all Board nominated nominees are elected, plus two nominees nominated by holders of Outstanding Preferred Shares, more than three quarters (seven out of eight)a majority of the members of PREIT’sthe Board of Trustees will be independent. For a trustee to be considered independent, PREIT’sthe Board of Trustees must determine that the trustee does not have any direct or indirect material relationship with PREIT. PREIT’sThe Board of Trustees has established guidelines to assist it in determining trustee independence, which are contained in the Company’s corporate governance guidelines. These guidelines conform to the independence requirements contained in the New York Stock ExchangeNYSE listing rules. In addition, PREIT’sthe Board of Trustees has adopted categorical standards to assist it in making determinations of independence.

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Standards of Independence

The guidelines and the categorical standards used by PREIT’sthe Board of Trustees to determine whether a trustee is independent specify that:

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determined that our lead independent trusteeMr. Pizzi does not have any direct or indirect material relationship or interest in the transactions between PREIT and these entities, that he has not had any role in the negotiation of these transactions or received compensation benefits related to these transactions and that allthe parties have entered into these transactions on an arms’ length basis generally in the ordinary course of business. Accordingly, the Board of Trustees determined our lead independent trusteeMr. Pizzi to be independent.

All members of each of the Compensation Committee, Audit Committee and Nominating and Governance Committee of PREIT’sthe Board of Trustees must be, and are, independent trustees. Members of the Audit Committee must also, and do, satisfy additional Securities and Exchange Commission independence requirements, which provide that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from PREIT or any of its subsidiaries other than compensation for serving on PREIT’sthe Board of Trustees or on committees of PREIT’sthe Board of Trustees.

Board Service

Over the past five years, seven trustees of the Company left the Board of Trustees, most of whom had served for more than 10 years. Ms. Epps joined our board in 2018, Mr. Alburger joined our board in 2017, and Mr. DeMarco joined our board four years ago. We expect that our Nominating and Governance Committee will continue to consider, among other things, the relative mix of the lengths of service of our trustees in making recommendations for nominees as trustee.

Related Party Transactions Policy

PREIT’sThe Board of Trustees has adopted a written policy related to the review, approval and approval or ratificationoversight of related party transactions. The procedures set forth in the policy do not replace or supersede any other policies or procedures related to the approval of transactions by PREIT as set forth in PREIT’s other corporate governance policies or as required by law. See “Other Matters—Related Party Transactions Policy.”

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Non-employee trustees also typically receive restricted shares annually, which vest overafter one year. Such annual award is granted on the first day of the annual term of service, on the date following our annual meeting of shareholders. During 2021, the equity component of the Trustees’ compensation was granted in the form of restricted share units, which upon vesting one year following grant, will be settled in common shares of beneficial interest or cash as determined by the Compensation Committee. In 2018,2021, the Board of Trustees determined that the award of restricted sharesshare units tonon-employee trustees would be equal in value to $100,000,$115,000, which equated to 9,814 shares61,845 restricted share units based on the $10.19$1.86 average of the closing prices of PREIT shares for the 20 trading days prior to the date of grant. The shares were awarded under the Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan.

The following table summarizes the fees and other compensation earned by ournon-employee trustees for their service on our Board of Trustees and any committees of the Board of Trustees during 2018.2021.

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The following table summarizes the aggregate number of restricted sharesshare units and options held by ournon-employee trustees at December 31, 2018.2021.

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  GOVERNANCE  

Vice President and Chief Accounting Officer of PREIT since 2021. PREIT’s Corporate Controller since 2019. Previously Director at CFGI, an accounting advisory firm, from 2017 to 2019, and Divisional Controller at American Realty Capital (now American Realty Global) from 2012 to 2017.

Executive Vice President and Chief Financial Officer since 2020. Executive Vice President—Operations of PREIT since 2015.from 2015 through 2019. Senior Vice President—Asset Management of PREIT Services, LLC from 2005 to 2015. Vice President—Retail Asset Management of PREIT Services, LLC from 2000 to 2005.

Management Ownership of Trustee Nominees and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our common shares and Outstanding Preferred Shares for each trustee, each nominee for the office of trustee, and each named executive officer as of April 1, 2019,11, 2022, as well as all trustees and executive officers of the Company as a group. As of such date, other than Mr. Swann and Mr. Hart, none of the nominees for the office of trustee or PREIT’s executive officers owned any shares of any series of PREIT’s preferred shares.Outstanding Preferred Shares.

All percentages for the common shares are calculated based on 77,383,07980,616,801 shares outstanding as of April 1, 2019. The11, 2022. All percentages for the Outstanding Preferred Shares are calculated based on 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred outstanding as of April 11, 2022. Unless otherwise indicated, the address for each individual identified is c/o PREIT, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102.19103. Unless indicated otherwise, each individual has sole voting and sole investment power with respect to all shares.

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COMPENSATION

PROPOSAL TO BE VOTED ON BY COMMON SHAREHOLDERS—PROPOSAL TWO—Advisory Approval of the Company’s Executive Compensation

In accordance withPursuant to Section 14A of the Securities and Exchange Act of 1934 (the “Exchange Act”) and Securities and Exchange Commission (“SEC”) requirements, our shareholders have the opportunity to vote, on a non-binding basis, to approve the compensation of our named executive officers for 2018,2021, as disclosed in this Proxy Statement in accordance with SEC disclosure rules.

We urge you to read the “Compensation Discussion and Analysis”“Executive Compensation Overview” section beginning on page 2127 and the compensation tables and narrative discussion beginning on page 3635 of this Proxy Statement. We believe that the compensation of our named executive officers should be approved for the following reasons:

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We seek the approval of the resolution set forth below:

“RESOLVED, that the shareholders of PREIT approve, on an advisory basis, the compensation of the named executive officers for 20182021 as disclosed in the Proxy Statement for the 20192022 Annual Meeting of Shareholders pursuant to the applicable disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Discussion and Analysis,Overview, the 20182021 Summary Compensation Table and the other related tables and accompanying narrative.”

This “say on pay” vote is advisory, and is not binding on PREIT, the Board of Trustees or the Compensation Committee. However, we value the opinions of our shareholders and annually seek their approval in this “say on pay” vote. The Compensation Committee will consider the results of the vote on the resolution and evaluate whether any actions in response to the vote are necessary in connection with future compensation determinations.

Board Recommendation

Our Board of Trustees recommends that shareholders vote FOR the advisory approval of the Company’s executive compensation as disclosed in this Proxy Statement.

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Executive Compensation Discussion and AnalysisOverview

Introduction

This CompensationAs a smaller reporting company, we are required to present compensation information regarding 2021 and 2020 compensation earned by or paid to all persons who served as Chief Executive Officer of our Company at any time during 2021, and our two most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers at the end of 2021. Further, as a smaller reporting company, we are not required to provide all of the disclosures required for a “Compensation Discussion and Analysis (“CD&A”)Analysis” as set forth in the rules promulgated by the SEC. The Company is, however, providing an overview of its executive compensation program to aid its shareholders understanding of how its business and performance affects its executive compensation decisions. Furthermore, in the interests of transparency, we have chosen to present information regarding the compensation of each person who served as our Chief Executive Officer and Chief Financial Officer during 2021, our most recently completed fiscal year, and our three other most highly compensated executive officers who were serving as executive officers at the end of 2021. As a result of strong internal pay equity among our executive team, this results in presentation of compensation for six executive officers and, for purposes of this Proxy Statement, we refer to those six individuals as our named executive officers, or NEOs. This discussion focuses on the compensation of ourthe following named executive officers: Joseph F. Coradino, Chief Executive Officer; Robert F. McCadden, Executive Vice President and Chief Financial Officer; Mario C. Ventresca, Jr., Executive Vice President—Operations; Joseph J. Aristone, Executive Vice President—Leasing; and Andrew M. Ioannou, Executive Vice President—Finance and Acquisitions.

Messrs.

Mr. Coradino and McCaddenMr. Ventresca each currently havehas an employment agreementsagreement that areis described in this Proxy Statement under “2018“Compensation—2021 Executive Compensation—Employment Agreements” beginning on page 37.45. The employment agreements established minimum base salaries and eligibility to participate in cash incentive and equity programs in 2018,2021, as determined by the Compensation Committee. While Mr. Ventresca, Mr. Aristone, andMs. Crowell, Mr. Ioannou and Ms. Most do not have employment agreements with the Company, but each is covered by the PREIT Services, LLC Severance Pay Plan for Certain Officers (effective January 1, 2007) (the “Severance Plan”), as modified by their respective letter agreements with each of these individuals.agreements. The details of Mr. Ventresca’s, Mr. Aristone’s and Mr. Ioannou’s,these four executives’ severance arrangements are also described in this Proxy Statement under “2018“Compensation—2021 Executive Compensation—Employment Agreements” beginning on page 37.45.

20182021 Performance

OurPREIT is a publicly traded REIT that is primarily engaged in the ownership, management, leasing, acquisition and redevelopment of shopping malls. The Company believes its distinctive real estate is at the forefront of enabling communities to flourish through the built environment by providing opportunities to create vibrant multi-use destinations. In general, our malls include carefully curated retail and lifestyle offerings, including national and regional department stores, large format retailers and other anchors, mixed with destination dining and entertainment experiences. In recent years, we have increased the portion of our mall properties that are leased to non-traditional mall tenants, including life sciences, healthcare, supermarkets and self-storage facilities. Approximately 29.4% of our mall space is committed to non-traditional tenants offering services such as dining and entertainment, health and wellness, off-price retail and fast fashion. The Company has executed several agreements to sell properties for anticipated multifamily and hotel uses.

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  COMPENSATION  

For purposes of determining compensation of our named executive officers, our Board of Trustees previously established specific goals for the Company and our key executives designed to improve the Company’s portfolio quality improve the Company’sand operating results, strengthen the Company’s balance sheet and financial position, and position the Company for growth. These primary goals were in turn supported by a focus on and targeted progress in specific metrics.metrics, with strategic goals weighted towards continued portfolio improvement, progressing the Company’s densification and balance sheet strengthening plans, refinancing certain property mortgage loans, and expense management, all of which was focused on improving the Company’s liquidity position. Mr. Coradino communicated those goals to our employees and encouraged a collaborative effort among the teams within the Company fortowards the achievement of these goals.

In 2018,2021, Mr. Coradino and our key executives continued to execute the Company’s plan to achieve our goals in a challenging retail environment. Despite those challenges,Our net loss decreased by $130.8 million to a net loss of $135.9 million for the Company achieved 16 outyear ended December 31, 2021 from a net loss of $266.7 million for the 20 enumerated strategic goals, including:

As described in more detail below, the Company’s goals and performance in the unprecedented operating environment, as well as the Company’s commitment to attract, retain and retainreward those members valuable to its team, were the basis for the decisions and programs of the Compensation Committee with respect to base salaries, annual incentive plan awards and long-term equityequity-based awards to the named executive officers.

Executive Summary

The principal goals of the Compensation Committee are to ensure that the interests of our shareholders and our named executive officers are aligned and that our named executive officers are motivated to achieve established business objectives designed to maximize value for our shareholders. These goals are achieved in five principal ways: (i) setting fixed, base salaries so that the largest component of compensation of each named executive officer consists of equity and incentive compensation; (ii) emphasizing equity compensation as the principal form of compensation over cash compensation; (iii) conditioning the vesting of equity or equity-based compensation principally on TSR and/or continued service to PREIT; (iv) tying annual cash incentives to operating performance, as measured by articulated performance metrics and strategic objectives; and (v) requiring named executive officers to own minimum stated amounts of our securities.

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  COMPENSATION  

The Compensation Committee believes that annual cash incentive opportunity awards further align the interests of our shareholders and our named executive officers by rewarding achievement of key operational goals. The 20182021 annual cash incentive awards provided opportunities for the named executive officers to receive cash payments equal to varying percentages of their 2021 base salaries based upon achievement of Funds From Operations (“FFO”) per share, as adjusted, growth in Same Store NOI, the leverage ratio of the Company under its principal credit facility,(i) the achievement of certain enumerated strategic goals, including signing and openingportfolio improvement through anchor replacements leasing other challenged spaces, completing certain financing transactions, selling certain non-core assets and achieving other operational goals, as well astenant diversification, progressing densification and redevelopment efforts, and improving the Compensation Committee’sCompany’s liquidity position, (ii) controlling capital expenditures (iii) growth in Same Store NOI, and (iv) a discretionary, qualitative assessment of executive officerthe NEOs’ performance as a group.in the aggregate. Each of the business performance factors relates to, and is indicative of, the achievement of at least one of the Company’s four key strategic objectives, of improving itsand is weighted towards continued portfolio quality, improving its operating results, improving itsimprovement, progressing the Company’s densification and balance sheet strengthening plans, refinancing certain property mortgage loans, and positioningexpense management, all of which was focused on improving the Company’s liquidity position. Mr. Coradino communicated those goals to our employees and encouraged a collaborative effort among the teams within the Company for growth.towards the achievement of these goals.

The Compensation Committee believes that our compensation program has successfully aligned the interests of our shareholders with the interests of our named executive officers, as reflected by:

20182021 Voting Results for Advisory Approval of the Company’s Executive Compensation

At the 20182021 Annual Meeting, 86.2%approximately 81% of votes cast (not counting abstentions) were voted in favor of the Company’s executive compensation, while 11.4% of votes cast were voted against and 2.4% of votes cast abstained.compensation. While this vote is advisory, the Compensation Committee noted this shareholder support of its compensation policies. The Compensation Committee has implemented certain changes to the 2022 annual incentive and long-term incentive programs. In particular, the 2022 annual incentive objectives include rigorous performance targets, including operating goals related to revenue generation, improving portfolio quality and controlling expenses, as well as goals for completing asset and land sales in furtherance of liquidity and densification goals. Furthermore, the 2022 – 2024 long-term incentive program includes a performance-based component under which awards would be earned based on achievement of operating performance measures of core mall sales per square foot, average quarterly core mall total occupancy and debt yield ratio, with the potential for the award’s size to be modified upward or downward based on the Company’s TSR over the measurement period relative to the performance of other leading retail real estate investment trusts. The changes implemented in 2022 are designed to incentivize management to achieve the Company’s strategic objectives, in particular, to improve the Company’s liquidity and strengthen the Company’s balance sheet and financial flexibility.

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Aspects of Compensation Program Favorable from a Corporate Governance Perspective

The Committee believes that the executive compensation program includes aspects that align the interests of our shareholders and those of the named executive officers and excludes aspects that could misalign their interests.

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  COMPENSATION  

In setting 20182021 compensation, the Compensation Committee also considered our performance during 20172020 compared to the financial goals set forth under our 20172020 business plan, which was approved by the Board of Trustees. In addition, the Compensation Committee also solicited and considered the recommendations of Mr. Coradino regarding the components and amounts of compensation to be paid to the named executive officers (other than Mr. Coradino) in 2018.

As a part of its annual review of PREIT’s compensation policies with respect to all employees, the Compensation Committee also evaluates the risks that are created by those policies, including the risk-taking incentives that those policies may create. Based on that review, the Compensation Committee has concluded that its compensation policies and procedures are not reasonably likely to result in a material adverse effect on PREIT.2021.

Compensation Consultant

The Compensation Committee was assisted in its work by an independent compensation consultant, Pay Governance, LLC. Under its charter, the Compensation Committee has the sole authority to engage (and replace) an executive compensation consultant. In addition to consulting on executive compensation matters, the compensation consultant may be engaged by the Compensation Committee for special projects. All of the work performed by the compensation consultant in 20182021 related to executive officer compensation. Mr. Coradino meets with the Compensation Committee and separately with the compensation consultant on matters relating to the compensation of the named executive officers.

Compensation Consultant Independence

The policies and procedures of Pay Governance, LLC and certain additional facts, including those set forth below, give the Compensation Committee confidence that the advice it receives from Pay Governance, LLC is objective and not influenced by any relationships that Pay Governance, LLC or its affiliates may have with the Company, its Board of Trustees or its management. These policies, procedures and other facts include the following:

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