Glimcher Realty Trust DEF 14A Definitive proxy

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. __ )

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Glimcher Realty Trust

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GLIMCHER

GLIMCHER REALTY TRUST

150 East Gay Street

Columbus, Ohio 43215

March 30, 2006

Dear Shareholder:

You are cordially invited to attend the 2006 Annual Meeting of Shareholders of Glimcher Realty Trust, which will be held on Friday, May 5, 2006, beginning at 11:00 A.M., local time, at the corporate offices of Glimcher Realty Trust located at 150 East Gay Street, Columbus, Ohio 43215.

Information about the Annual Meeting and the various matters on which the holders of common shares of beneficial interest will act is included in the Notice of Annual Meeting of Shareholders and Proxy Statement which follow. Also included is a Proxy Card and postage paid return envelope.

It is important that your common shares be represented at the Annual Meeting. Whether or not you plan to attend, we hope that you will complete and return your Proxy Card in the enclosed envelope as promptly as possible.

Sincerely,

Herbert Glimcher

Chairman of the Board

GLIMCHER

GLIMCHER REALTY TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 5, 2006

The 2006 Annual Meeting of Shareholders (the “Annual Meeting”) of Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), will be held at the corporate offices of the Company located at 150 East Gay Street, Columbus, Ohio 43215, on Friday, May 5, 2006, beginning at 11:00 A.M., local time, for the following purposes:

To elect two Class III Trustees to serve until the 2009 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

To ratify the appointment of BDO Seidman, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2006; and

To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Trustees of the Company has fixed the close of business on March 10, 2006 as the record date for determining the holders of common shares of beneficial interest, $0.01 par value per share, of the Company entitled to receive notice of and to vote at the Annual Meeting.

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

By Order of the Board of Trustees

George A. Schmidt

Executive Vice President, General Counsel,

& Secretary

March 30, 2006

Columbus, Ohio

GLIMCHER

GLIMCHER REALTY TRUST

150 East Gay Street

Columbus, Ohio 43215

PROXY STATEMENT

Annual Meeting of Shareholders

May 5, 2006

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees of Glimcher Realty Trust, a Maryland real estate investment trust (the “Company”), of proxies from the holders of the Company's issued and outstanding common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), to be exercised at the Annual Meeting of Shareholders to be held on Friday, May 5, 2006, and any adjournment(s) or postponement(s) of such meeting (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

General Information About the Annual Meeting and Voting

Time and Place of the Annual Meeting

The Annual Meeting will be held at the offices of the Company located at 150 East Gay Street, Columbus, Ohio 43215 at 11:00 A.M., local time, on Friday, May 5, 2006.

Proxy Recipients

Holders of record of the Common Shares at the close of business on March 10, 2006 (the “Record Date”) are entitled to receive a Notice of Annual Meeting of Shareholders (the “Notice”), this Proxy Statement, Proxy Card, and a copy of our Annual Report to Shareholders (which includes our Annual Report on Form 10-K for the year ended December 31, 2005) (collectively, the “Proxy Materials”). We mailed the Proxy Materials to shareholders of record on or about March 30, 2006. As of the Record Date, the Company had 36,610,369 issued and outstanding Common Shares.

Proxy Voting

Individuals and entities holding the Company’s Common Shares at the close of business on the Record Date will be asked to consider and vote upon the following proposals:

To elect two Class III Trustees to serve until the 2009 Annual Meeting of Shareholders and until their successors are duly elected and qualified (“Proposal 1”);

To ratify the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006 (“Proposal 2”); and

To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

On each of the aforementioned proposals, each shareholder is entitled to one vote per Common Share. You should read this Proxy Statement to decide how you want to vote on each proposal and complete the enclosed Proxy Card. After you record your voting preferences on the Proxy Card, sign the Proxy Card and promptly mail it using the enclosed postage paid envelope to ensure that your Common Shares will be represented at the Annual Meeting.

Conducting the Annual Meeting

In order for us to properly conduct business at the Annual Meeting, a quorum must be present. Under our Amended and Restated Bylaws (“Bylaws”), a majority of the outstanding Common Shares in person or by proxy at the Annual Meeting will constitute a quorum.

Two proposals are presented in this Proxy Statement on which shareholders may vote. The first proposal concerns the election of two Class III Trustees to the Company’s Board of Trustees. In order to be elected, a Class III Trustee nominee must receive a plurality of all the votes cast at the Annual Meeting at which a quorum is present. A properly signed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more trustees will not be voted for the trustee(s) so indicated, but will be counted to determine whether there is a quorum. The second proposal concerns the ratification of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006. The affirmative vote of the holders of at least a majority of the votes cast at the Annual Meeting at which a quorum is present is required to ratify the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm.

The Common Shares represented by all properly executed proxies returned to the Company will be voted at the Annual Meeting as indicated or, if no instruction is given, in favor of all Proposals. With respect to Common Shares held in street name, brokerage firms have the authority under the New York Stock Exchange (“NYSE”) rules to vote FOR Proposals 1 and 2 in situations where their clients do not provide voting instructions. Shareholders have no dissenters’ rights of appraisal with respect to any of the Proposals.

As to any other business which may properly come before the Annual Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently intend to bring any other business before the Annual Meeting.

Revoking Your Proxy Vote

You may change your vote or revoke your proxy at any time before your proxy is exercised at the Annual Meeting in either of the following ways. One way is for you to file, with the Secretary of the Company, a duly signed revocation or another Proxy Card bearing a later date than the initial proxy submitted. You may also change your proxy vote by attending the Annual Meeting in person and voting in person; however, mere attendance at the Annual Meeting will not serve to revoke a proxy unless you specifically request such a revocation.

Abstentions & Broker Non-Votes

Abstentions occur when a shareholder abstains from voting as to a particular matter. Broker non-votes occur when a broker, bank, or other nominee holding Common Shares for a beneficial owner do not vote on a particular proposal because the banker, broker, or other nominee does not have discretionary voting power with respect to the proposal and has not received voting instructions from the beneficial owner. Although abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of a vote, they will be considered present for the purposes of determining quorum.

Types of Shareholders & Specifying Your Vote

If your Common Shares are registered directly in your name with Computershare Investor Services, LLC, the Company’s transfer agent, you are considered the shareholder of record with respect to those Common Shares. If your Common Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those Common Shares, and your Common Shares are held in “street name.” If you are a shareholder through your participation in the Company’s Distribution Reinvestment and Share Purchase Plan (the “Plan”) then you should include on your Proxy Card the number of Common Shares registered in your name under the Plan.

With respect to shareholders of record who fail to specify on their Proxy Card how to vote their Common Shares, we will vote them FOR all of the nominees for Class III Trustee (Proposal 1) and FOR ratifying the selection of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006 (Proposal 2).

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

PROPOSAL 1

ELECTION OF TRUSTEES

The Company's Board of Trustees currently consists of eight members. The trustees currently are divided into three classes, consisting of two members whose terms will expire at the Annual Meeting (the “Class III Trustees”), three members whose terms will expire at the 2007 Annual Meeting of Shareholders (the “Class I Trustees”) and three members whose terms will expire at the 2008 Annual Meeting of Shareholders (the “Class II Trustees”).

Pursuant to the Company's Amended and Restated Declaration of Trust (“Declaration of Trust”), at each annual meeting, the successors to the class of trustees whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of the Company’s shareholders held in the third year following the year of their election. Accordingly, at the Annual Meeting, each of the current Class III Trustees who have been nominated for re-election to the Board of Trustees and each other person nominated for election to the Board of Trustees as a Class III Trustee who is elected, will hold office for a term of three years until the Annual Meeting of Shareholders to be held in 2009 and until their respective successors are duly elected and qualified. The Nominating and Corporate Governance Committee has recommended to the Board of Trustees that incumbent Class III Trustees, Messrs. Herbert Glimcher and Howard Gross, be nominated by the Board of Trustees for re-election as Class III Trustees. The Board of Trustees has so nominated Messrs. Herbert Glimcher and Howard Gross for re-election as Class III Trustees. Proxies cannot be voted for a greater number of persons than the number of nominees named in Proposal 1 herein.

There are currently three vacancies on the Board of Trustees. At this time, the Nominating and Corporate Governance Committee has not identified any candidates for trustee that it deems satisfactory to recommend as nominees for election to the Board of Trustees to fill the aforementioned vacancies. The Nominating and Corporate Governance Committee continues to search for qualified candidates for trustee who satisfy the Company’s governance standards and the requirements of the NYSE.

EXCEPT WHERE OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD OF TRUSTEES' NOMINEES LISTED ABOVE. Each such nominee has consented to be named in this Proxy Statement and to continue to serve as a trustee, as the case may be, if elected.

The information below relating to the nominees for election as Class III Trustees and for each of the other trustees whose terms of office continue after the Annual Meeting has been furnished to the Company by the respective individuals. Other than Michael P. Glimcher and Herbert Glimcher, who is the father of Michael P. Glimcher, none of the trustees or executive officers of the Company are related to each other.

Nominees for Election as Class III Trustees

Herbert Glimcher, 77, has been a trustee and Chairman of the Company since its inception in September 1993 and served as Chief Executive Officer of the Company from May 1997 until his resignation as Chief Executive Officer in January 2005. He served as President of the Company from March 1998 until the appointment of Michael P. Glimcher as President in December 1999. Mr. Glimcher also serves as Senior Advisor to the Company and has served in that capacity since February 1, 2005. He has served as Chairman of the Board of Directors of The Glimcher Company (“TGC”) since its inception in 1959. Mr. Glimcher is a nationally recognized innovator in the field of shopping center development, having been instrumental in the management, acquisition, and development of over 100 shopping centers during a real estate career spanning over 40 years. Mr. Glimcher is a member of the Board of Trustees of Mount Carmel Health System, Inc., a member of the Board of Directors of The Ohio State University Foundation, and a member of the Board of Trustees of the Columbus Jewish Foundation. Mr. Glimcher is a member of the International Council of Shopping Centers (“ICSC”) and the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Glimcher serves as Chairman of the Executive Committee of the Board of Trustees.

Howard Gross, 63, has been a trustee of the Company since September 2004. He retired in December 2003 as President and Chief Executive Officer of HUB Distributing, a privately owned regional retailing business. Mr. Gross also served as President and Chief Operating Officer of Today’s Man, a New Jersey menswear retailer, from 1995 to 1996, as well as President and Chief Executive Officer of The Limited Stores, a women’s retail clothier based in Columbus, Ohio, from 1991 to 1994, and President and Chief Executive Officer of Victoria’s Secret from 1983 to 1991. Mr. Gross received a B.A. from the University of Akron. Mr. Gross currently serves on the advisory board of Santa Clara University Retail Management Institute. Mr. Gross also serves on the Board of Directors for Eddie Bauer Holding, Inc., a specialty retailer that sells high quality casual sportswear and accessories. Mr. Gross is a member of the Executive Compensation Committee and Nominating and Corporate Governance Committee of the Board of Trustees.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF MESSRS. HERBERT GLIMCHER AND HOWARD GROSS TO SERVE UNTIL THE 2009 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

Other Trustees whose Terms of Office Continue after the Annual Meeting

Information concerning the other trustees whose terms do not expire at the Annual Meeting is set forth below.

Michael P. Glimcher, 38, has been a trustee of the Company since June 1997. He was appointed President of the Company in December 1999 and elected Chief Executive Officer of the Company in January 2005. Prior to holding such positions, he served as the Company’s Director of Leasing Administration from 1993 to April 1995, the Company’s Vice President of Leasing from April 1995 to September 1996 and Senior Vice President of Leasing from September 1996 to May 1998. He served as Senior Vice President of Leasing and Development of the Company from May 1998 to March 1999. He was elected Executive Vice President of the Company in March 1999 and served in that position until appointed President of the Company. Mr. Glimcher served as the Director of Leasing Administration of TGC from 1991 to 1993. Mr. Glimcher is active in several charitable and community organizations. He is also a member of ICSC and NAREIT. Mr. Glimcher serves on the ICSC Board of Trustees. Mr. Glimcher is a member of the Executive Committee of the Board of Trustees as well as the Company’s Disclosure Committee. Mr. Glimcher is a Class II Trustee.

Philip G. Barach, 75, has been a trustee of the Company since January 1994. Mr. Barach is currently a private investor. Previously, he was Chairman of the Board of U.S. Shoe Corporation, a national retailer (“U.S. Shoe”), from 1990 until 1993. Between 1966 and 1990, Mr. Barach served as President and Chief Executive Officer of U.S. Shoe. He is a director for Bernard Chaus, Inc., a designer of women’s apparel, and also on the advisory board of the Education Center of Longboat Key. Mr. Barach is a member of the Audit Committee, Executive Compensation Committee, and Executive Committee of the Board of Trustees. Mr. Barach is a Class I Trustee.

Wayne S. Doran, 69, has been a trustee of the Company since October 1999. He retired in the fall of 2000 as a Vice President of Ford Motor Company and Chairman of the Board of Ford Motor Land Services Corporation (“Ford Land”), a wholly owned real estate subsidiary of Ford Motor Company. Mr. Doran joined Ford Motor Company in 1969 and became Chief Executive Officer of Ford Land when it was formed in 1970. Before joining Ford Motor Company, Mr. Doran served as Vice President and General Manager of the land development division of Del E. Webb Corporation, Chicago, from 1963 to 1969. He is a trustee of the Urban Land Institute, Chairman of the Executive Committee of the Metropolitan Realty Corporation, Chairman of the Detroit Metropolitan Wayne County Airport Commission, and a trustee of the National Realty Committee. He is a director of the Arizona State University Foundation, Arizona State University Research Park, The Drachman Institute, and the PGA TOUR Golf Course Properties. He is a member of the board of governors of Berry College, Rome, Georgia, and sits on the executive board of the Detroit Area Council of the Boy Scouts of America. He also is a director of the Henry Ford Health System. Mr. Doran is the Chairman of the Nominating and Corporate Governance Committee and serves as the lead trustee among the independent members of the Board of Trustees. He also serves on the Audit Committee and Executive Committee of the Board of Trustees. He is a Class II Trustee.

Niles C. Overly, 55, has been a trustee of the Company since May 2004. He currently serves as Chairman and Chief Executive Officer of The Frank Gates Companies (“Frank Gates”), which specializes in employee benefit and risk management services. Mr. Overly became Chief Executive Officer of Frank Gates in 1983 and Chairman in 2003. He also served as General Counsel for Frank Gates from 1979 until 1983. Prior to joining Frank Gates, Mr. Overly served as an international tax consultant with Arthur Andersen and Company. He was also a partner in the law firm of Overly, Spiker, Chappano & Wood, L.P.A. for five years. Mr. Overly is a graduate of the University of Virginia McIntire School of Commerce and received his Juris Doctorate from the University of Virginia School of Law. His professional society memberships include the American, Columbus, Ohio State, and Virginia Bar Associations, as well as the Ohio State and American Institute of Certified Public Accountants. He currently serves as a member of the Columbus, Ohio and Dublin, Ohio Chambers of Commerce, a member of the Board of Directors and Executive Committee of the Ohio Chamber of Commerce, and is Chairman of the Ohio Chamber of Commerce. He has also been active in the Young Presidents Organization (“YPO”), having served as the Chairman and Education Chair of YPO’s Columbus, Ohio chapter. Mr. Overly serves as Chairman of the Audit Committee. He also serves on the Executive Committee of the Board of Trustees. Mr. Overly is an Audit Committee Financial Expert, as determined by the Board of Trustees, and a Class I Trustee.

Alan R. Weiler, 72, has been a trustee of the Company since January 1994. Mr. Weiler served as President of Archer-Meek-Weiler Agency, Inc., an insurance agency (“Archer-Meek-Weiler”) located in Columbus, Ohio, from 1970 to 2002. He is currently Chairman of Archer-Meek-Weiler. He is also a director of ProCentury Corporation, a specialty property and casualty insurance holding company, and has held that position since April 2004. Mr. Weiler is active in several charitable and cultural organizations. Mr. Weiler is a member of the Executive Committee of the Board of Trustees and a Class II Trustee.

William S. Williams, 52, has been a trustee of the Company since May 2004. He currently serves as Chairman and Chief Executive Officer of The W. W. Williams Company (the “Williams Company”), primarily an industrial equipment distributor headquartered in Columbus, Ohio. Mr. Williams joined the Williams Company in April of 1978 and became Chief Executive Officer in 1992. He was elected Chairman of the Williams Company in 1999. The Williams Company sells and services diesel engines, transmissions, and generator sets throughout the midwest, southeast, and southwest regions of the United States and distributes automotive parts in the midwest. Mr. Williams served on the Board of Directors of The Huntington National Bank from 1997 to 2004. He serves on the Executive Committee of the North America Distributor Council and is active in other community organizations. He is also an inactive Certified Public Accountant, holds a B.A. in Economics from Duke University, and an M.B.A. in Finance from The Ohio State University. Mr. Williams serves as Chairman of the Executive Compensation Committee and is a member of the Nominating and Corporate Governance Committee of the Board of Trustees. Mr. Williams is a Class I Trustee.

Board of Trustees Meetings

During the Company's fiscal year ended December 31, 2005, the Board of Trustees held four regular quarterly meetings and four special meetings. All of the trustees attended at least 75% of all of the meetings of the Board of Trustees and the committees thereof on which they serve.

Corporate Governance

Annual Meeting Attendance

All members of the Board of Trustees are expected to attend in person the Company’s Annual Meeting and be available to address questions or concerns raised by shareholders. All of the members of the Board of Trustees attended the 2005 Annual Meeting of Shareholders. In addition, during the Company’s fiscal year ended December 31, 2005, non-management trustees met without management in regularly scheduled executive sessions over which the lead trustee of the independent members of the Board of Trustees presided. Mr. Philip G. Barach served as lead independent trustee until May 6, 2005 and was succeed by Mr. Wayne S. Doran.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board of Trustees has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines set forth various matters relating to how the Board of Trustees will conduct its affairs in the governance of the Company, including, without limitation, trustee qualification standards, trustee responsibilities, trustee compensation, trustee orientation, trustee continuing education, and the relationship between the Board of Trustees, management and independent advisors. The Board of Trustees has also adopted a Code of Business Conduct and Ethics. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on the Company’s website at www.glimcher.com. A copy of the Corporate Governance Guidelines and a copy of the Code of Business Conduct and Ethics are available in print to any shareholder who requests them in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215.

Code of Ethics for Senior Financial Officers

The Board of Trustees has adopted a Code of Ethics applicable to the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, and Controller, which is available on the Company’s website at www.glimcher.com. A copy of the Code of Ethics for Senior Financial Officers is available in print to any shareholder who requests it in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215.

Policy for the Reporting of Questionable Accounting or Financial Matters

The Audit Committee has adopted a Policy for the Reporting of Questionable Accounting or Financial Matters which is available on the Company’s website at www.glimcher.com. A copy of the Policy for the Reporting of Questionable Accounting or Financial Matters is available in print to any shareholder who requests it in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215.

Communications Between Shareholders and the Board of Trustees

Shareholders and other interested persons seeking to communicate with the Board of Trustees should submit any communications in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. The Company’s Secretary will forward such communication to the full Board of Trustees or to any individual trustee or trustees to whom the communication is directed.

Trustee Independence

The Board of Trustees has determined that Messrs. Barach, Doran, Gross, Overly, and Williams are independent trustees that meet the independence requirements of the NYSE and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), thereby establishing that a majority of the trustees on the Board are independent. The Board of Trustees has made such a determination based on the fact that none of such persons have had, or currently have, any material relationship with the Company that would currently impair their independence, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable, or familial relationship.

Board Committees

The Board of Trustees has four standing committees: an Audit Committee, an Executive Committee, an Executive Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee’s membership and responsibilities are discussed below.

Audit Committee

The members of the Audit Committee are Messrs. Philip G. Barach, Wayne S. Doran, and Niles C. Overly. Mr. Overly is the Chairman of the Audit Committee. Each member of the Audit Committee qualifies as an “independent” trustee under the listing standards of the NYSE and the rules promulgated by the SEC. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The function of the Audit Committee is to: (i) appoint and replace the Company’s independent registered public accounting firm, (ii) review with the independent registered public accounting firm the audit plans and results of the audit engagement, (iii) approve professional services provided by the independent registered public accounting firm, (iv) review the qualifications and independence of the independent registered public accounting firm, (v) consider the range of audit and non-audit fees, (vi) review the adequacy of the Company’s internal accounting controls, (vii) review and approve any related party transactions, and (viii) investigate reports of ethical and regulatory violations within the Company. The Audit Committee also reviews the results of management’s assessment of internal control over financial reporting set forth in Management’s Report on Internal Control Over Financial Reporting. The Audit Committee met ten times during the fiscal year ended December 31, 2005.

The Board of Trustees has adopted an Audit Committee Charter and it is available on the Company’s website at www.glimcher.com. A copy of the Audit Committee Charter is available in print to any shareholder who requests it in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215. The Audit Committee Charter sets forth the responsibilities, authority, and specific duties of the Audit Committee. The Audit Committee Charter also specifies, among other things, the structure and membership requirements of the Audit Committee, as well as the relationship of the Audit Committee to the Company’s independent registered public accounting firm, the Company’s internal audit department, and Company management.

Audit Committee Financial Expert

The Board of Trustees has determined that Niles C. Overly is qualified to serve as an Audit Committee Financial Expert in accordance with the independence and experience requirements of the NYSE, the Exchange Act, and other applicable law, including the Sarbanes-Oxley Act of 2002.

Executive Committee

The members of the Executive Committee are Messrs. Philip G. Barach, Wayne S. Doran, Herbert Glimcher, Michael P. Glimcher, Niles C. Overly, and Alan R. Weiler. Herbert Glimcher is the Chairman of the Executive Committee. The function of the Executive Committee is to generally exercise all powers of the Board of Trustees except those which are prohibited pursuant to resolutions adopted by the Board of Trustees or which require action by all trustees or independent trustees under applicable law, the provisions of the Bylaws or Declaration of Trust. The Executive Committee did not meet during the fiscal year ended December 31, 2005, but acted by unanimous written consent on four occasions.

Executive Compensation Committee

The members of the Executive Compensation Committee are Messrs. Philip G. Barach, Howard Gross, and William S. Williams. Mr. Williams is the Chairman of the Executive Compensation Committee. Each member of the Executive Compensation Committee qualifies as an “independent” trustee under the listing standards of the NYSE and the rules promulgated by the SEC. The function of the Executive Compensation Committee is to determine all compensation, hiring, and termination matters for the Company's executive officers and to make recommendations to the Board of Trustees with respect to compensation programs and policies of the Company, including those for trustees. The Executive Compensation Committee met four times during the fiscal year ended December 31, 2005. The Board of Trustees has adopted a written charter for the Executive Compensation Committee and it is available on the Company’s website at www.glimcher.com. A copy of the Amended and Restated Executive Compensation Committee Charter is available in print to any shareholder who requests it in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215. The Amended and Restated Executive Compensation Committee Charter sets out the responsibilities, authority, and specific duties of the Executive Compensation Committee. It also specifies, among other things, the structure and membership requirements of the Executive Compensation Committee, as well as the relationship of the Executive Compensation Committee to any independent compensation consultants and management of the Company.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee (the “Corporate Governance Committee”) are Messrs. Wayne S. Doran, Howard Gross, and William S. Williams. Mr. Doran is the Chairman of the Corporate Governance Committee. Each member of the Corporate Governance Committee qualifies as an “independent” trustee under the listing standards of the NYSE and the rules promulgated by the SEC. The function of the Corporate Governance Committee is to: (i) identify individuals qualified to be members of the Board of Trustees, (ii) make recommendations to the Board of Trustees of nominees for election at the next annual meeting of the Company’s shareholders, (iii) recommend to the Board of Trustees any modifications or enhancements to the Corporate Governance Guidelines, and (iv) recommend to the Board of Trustees the trustee nominees for each committee of the Board of Trustees and for the Chairperson of each such committee. The Corporate Governance Committee met five times during the fiscal year ended December 31, 2005. The Board of Trustees has adopted a written charter for the Corporate Governance Committee and it is available on the Company’s website at www.glimcher.com. A copy of the Amended and Restated Nominating and Corporate Governance Committee Charter (the “Charter”) is available in print to any shareholder who requests in writing to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215. The Charter sets out the responsibilities, authority and specific duties of the Corporate Governance Committee.

Trustee Nominations

The Corporate Governance Committee will consider candidates for the Board of Trustees submitted by shareholders in accordance with the Bylaws, as the same may be amended from time to time, as more fully described in this Proxy Statement under the heading “Shareholder Proposals” and as set forth in the terms below. Any shareholder wishing to submit a candidate for consideration should send the following information to the Company’s Secretary, Glimcher Realty Trust, 150 East Gay Street, Columbus, Ohio 43215:

Shareholder’s name, number of shares owned, length of period held, and proof of ownership;

Name, age, and address of candidate;

A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history for at least the previous five years, and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);

A supporting statement which describes the candidate’s reasons for seeking election to the Board of Trustees;

A description of any current or past arrangements or understandings between the candidate and the Company or its executive officers or trustees;

Other relevant factors or considerations; and

A signed statement from the candidate, confirming his/her willingness to serve on the Board of Trustees.

The Company’s Secretary will promptly forward such materials to the Chairperson of the Corporate Governance Committee. The Company’s Secretary also will maintain copies of such materials for future reference by the Corporate Governance Committee when filling positions on the Board of Trustees.

The Corporate Governance Committee will consider shareholder nominated candidates if a vacancy arises or if the Board of Trustees decides to expand its membership and at such other times as the Corporate Governance Committee deems necessary or appropriate.

Minimum Qualifications and Process for Identifying and Evaluating Nominees

The Company does not set specific criteria for members of the Board of Trustees of the Company except to the extent required to meet applicable legal, regulatory, and stock exchange requirements, including, but not limited to, the independence requirements of the NYSE and the SEC, as applicable. Nominees for trustee will be selected in accordance with the criteria set forth in the Company’s Corporate Governance Guidelines and on the basis of various other factors and criteria which the Board of Trustees determines relevant, including, without limitation, the achievement in their personal careers; board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to performing the duties incumbent upon members of the Board of Trustees. While the selection of qualified trustees is a complex and subjective process that requires consideration of many intangible factors, the Corporate Governance Committee should believe that each nominee for trustee would have the capacity, if chosen to serve on the Board of Trustees, to have a basic understanding of: (i) the principal operational and financial objectives and plans and strategies of the Company, (ii) the results of operations and financial condition of the Company and of any significant subsidiaries or business segments, and (iii) the relative position of the Company and its business segments in relation to its competitors.

When nominating a sitting trustee for re-election at an annual meeting, the Corporate Governance Committee will consider the trustee’s performance on the Board of Trustees and the trustee’s qualifications in respect of the foregoing.

The Corporate Governance Committee is willing to consider candidates submitted by a variety of sources (including incumbent trustees, shareholders, Company management, and third party search firms) when reviewing candidates to fill vacancies and/or expand the Board of Trustees. If a vacancy arises or the Board of Trustees decides to expand its membership, the Corporate Governance Committee will ask each trustee to submit a list of potential candidates for consideration. The Corporate Governance Committee will then evaluate each potential candidate’s educational background, employment history, outside commitments, and other relevant factors and criteria to determine whether the candidate is potentially qualified to serve on the Board of Trustees. At that time, the Corporate Governance Committee also will consider potential nominees submitted by shareholders in accordance with the procedures adopted by the Board of Trustees, the Company’s management and, if the Corporate Governance Committee deems it necessary, retain an independent third party search firm to provide potential candidates. The Corporate Governance Committee will seek to identify and recruit the best available candidates, and it intends to evaluate qualified shareholder nominees on the same basis as those submitted by Board of Trustees members, Company management, third party search firms, or other sources.

After completing this process, the Corporate Governance Committee will determine whether one or more candidates are sufficiently qualified to warrant further investigation. If the process yields one or more desirable candidates, the Corporate Governance Committee will rank them by order of preference, depending on their respective qualifications and the Company’s needs. The Corporate Governance Committee Chairperson will then contact the preferred candidate(s) to evaluate their potential interest and to set up interviews with the full Corporate Governance Committee. All such interviews are held in person and include only the candidate and the Corporate Governance Committee members. Based upon interview results and appropriate background checks, the Corporate Governance Committee then decides whether it will recommend the candidate’s nomination to the full Board of Trustees.

The Disclosure Committee

The Disclosure Committee is not a committee of the Board of Trustees. The Disclosure Committee is composed of Ms. Janette P. Bobot and four of the Company’s executive officers, Messrs. Michael P. Glimcher, George A. Schmidt, Marshall A. Loeb, and Mark E. Yale. Ms. Bobot is the Chairperson of the Disclosure Committee and also director of the Company’s department of internal audit. The function of the Disclosure Committee is to ensure the accuracy, completeness, and timeliness of any and all disclosures made to the Company’s shareholders and the investment community as to the Company’s financial condition and results of operations in all material respects. The Disclosure Committee met four times during the fiscal year ended December 31, 2005. The Chief Executive Officer and the Chief Financial Officer have adopted a Disclosure Committee Charter and it is available on the Company’s website at www.glimcher.com. The Disclosure Committee Charter sets out the responsibilities, authority, and specific duties of the Disclosure Committee.

Trustee Compensation

Each non-employee trustee of the Company receives an annual fee of $40,000, plus a fee of $2,000 for each meeting of the Board of Trustees (the amount is reduced to $1,000 in the event that the meeting is a telephonic meeting) and $1,000 for each committee meeting attended. In addition, the trustee serving as the Chairman of the Audit Committee of the Board of Trustees receives an additional annual fee of $15,000, the trustee serving as the lead independent trustee of the Board of Trustees receives an additional annual fee of $15,000, and each trustee serving as the Chairman of the Executive Compensation Committee or the Corporate Governance Committee of the Board of Trustees receives an additional annual fee of $10,000, respectively. Any trustee serving as the Chairman of more than one committee shall receive an additional annual fee only for his or her chairmanship of one such committee. The non-executive Chairman of the Board of Trustees shall receive an annual fee of $100,000. The trustee serving as the Chairman of the Executive Committee of the Board of Trustees shall not receive additional annual fees for serving in such capacity.

Each trustee who is not an executive officer of the Company is eligible to receive grants of restricted stock, stock options, share appreciation rights, restricted share units, performance awards, annual incentive awards, cash-based awards, and other share-based awards under the Company’s 2004 Incentive Compensation Plan (the “2004 Plan”) and 1997 Incentive Plan. Additionally, the Company reimburses trustees for travel expenses incurred in connection with attending activities or functions approved or sponsored by the Board of Trustees.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed BDO Seidman, LLP (“BDO”) as the Company’s independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2006. A proposal to ratify this appointment is being presented to the holders of Common Shares at the Annual Meeting. Although ratification is not required under the Bylaws or otherwise, the Board of Trustees is submitting the appointment of BDO to our shareholders for ratification as a matter of good corporate practice. If this proposal is not approved at the Annual Meeting then the Audit Committee may reconsider its appointment. Regardless of the outcome of this vote, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and the shareholders.

PricewaterhouseCoopers LLP (“PWC”) served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2003 and from January 1, 2004 through June 1, 2004. PWC elected not to renew its engagement as the independent registered public accounting firm of the Company effective June 1, 2004. On August 5, 2004, upon the recommendation of the Audit Committee, the Board of Trustees voted to approve the engagement of BDO as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2004.

The reports of PWC on the consolidated financial statements of the Company during the fiscal year ended December 31, 2003 and the period ended June 8, 2004 contained no adverse opinion or a disclaimer of opinion, nor were qualified or modified as to, uncertainty, audit scope, or accounting principle.

During the fiscal year ended December 31, 2003 and the period ended June 8, 2004, there were no disagreements between the Company and PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PWC’s satisfaction, would have caused PWC to make reference to the subject matter in connection with its report on the Company’s consolidated financial statements for such period.

The Company believes that there was one reportable event under Item 304(a)(1)(v) of Regulation S-K resulting from a non-material, unintentional related party transaction in connection with the Company’s City Park development project. The transaction has been previously reported by the Company in its Form 10-K for the fiscal year ended December 31, 2003 and in its Form 10-Q for the period ended March 31, 2004 filed with the SEC and in subsequent filings with the SEC. As a result of the transaction, PWC requested, and the Audit Committee and the Company’s management agreed to, a change in the officers of the Company that would execute representation letters to PWC. The Company has authorized PWC to respond fully to the inquiries of the successor independent registered public accounting firm concerning the subject matter of PWC’s request.

The Company provided PWC with a copy of the foregoing disclosures which were previously disclosed in Item 4 of its report on Form 8-K filed on June 8, 2004 and requested PWC to furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company. On June 11, 2004, the Company received a copy of a letter from PWC to the SEC addressing the disclosures made in Item 4 of the Company’s June 8, 2004 Form 8-K. A copy of PWC’s letter of June 11, 2004 is filed as Exhibit 16.1 to the Company’s report on Form 8-K/A filed with the SEC on June 15, 2004.

The Section 10A investigation referenced in PWC’s letter was conducted as a result of a related party transaction in connection with the Company’s City Park development project which transaction was brought to the attention of the Audit Committee by the Company in February 2004. The Audit Committee undertook a review of the facts and circumstances surrounding the City Park development project related party transaction, which included, among other things, promptly retaining independent counsel. In February 2004, the independent counsel concluded that the transaction was not material, was unintentional, that no illegal act had occurred, that there was no finding that the Chairman of the Board of Trustees and the then Chief Executive Officer of the Company or any member of his family benefited from the City Park development project and that the failure to previously publicly disclose such transaction was not a violation of law or SEC rules.

During the Company’s two most recent fiscal years preceding PWC’s resignation and through August 5, 2004, the Company did not consult BDO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to this item); or (iii) a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

A representative of BDO is expected to be present at the Annual Meeting and available to respond to appropriate questions and, although BDO has indicated that no statement will be made, an opportunity for a statement will be provided.

As mentioned above, BDO assumed the role of independent registered public accounting firm for the Company on August 5, 2004. PWC provided audit services and non-audit services to the Company until its resignation on June 1, 2004. Set forth below are the aggregate fees billed to the Company for audit and non-audit services by BDO and PWC, respectively, during fiscal years ended December 31, 2005 and December 31, 2004, respectively:

AUDIT FEES. BDO’s fees for professional services rendered for the audit of the Company’s annual financial statements and internal control over financial reporting for the fiscal year ended December 31, 2005 and review of financial statements included in the Company’s quarterly reports during the fiscal year ended December 31, 2005 were $455,150 and for the fiscal year ended December 31, 2004 and review of financial statements included in the Company’s quarterly reports for the quarterly periods ended June 30, 2004 and September 30, 2004 were $481,500. BDO also conducted a re-audit of the Company’s annual financial statements for the fiscal years ended December 31, 2003 and 2002 and performed procedures for the Company’s restatement of its annual financial statements for the fiscal years ended December 31, 2003, 2002, and 2001. The fees for these professional services were $467,500 and $40,413, respectively. Fees paid to BDO for services relating to the Company’s registration statements and re-offer prospectuses issued during the fiscal year ended December 31, 2005 were $36,766. PWC’s fees for professional services rendered for the audit relating to the Company’s quarterly report for the period ended March 31, 2004 were $58,867. Fees paid to PWC for professional services relating to the Company’s shelf registration statements and prospectus supplements issued during the fiscal year ended December 31, 2004 were $35,450. PWC received no fees for auditing services from the Company during the fiscal year ended December 31, 2005.

AUDIT-RELATED FEES. BDO’s fees for audit-related services for the fiscal year ended December 31, 2005 and 2004 were $235,960 and $180,901, respectively. The fees related to attest services not required by statute or regulation ($171,350 in 2005 and $171,901 in 2004), services related to the Company’s SEC investigation ($61,610 in 2005) and other fees ($3,000 in 2005 and $9,000 in 2004). PWC’s fees for audit-related services for the fiscal year ended December 31, 2004 were $167,817. The fees relate to acquisition audit services ($60,150), a review performed on behalf of the Company’s Audit Committee ($88,987) and discussions with successor auditors ($18,680). PWC received no other fees for audit-related services from the Company during the fiscal year ended December 31, 2005.

TAX FEES. BDO’s fees for the rendering of tax compliance and tax consulting services for the fiscal years ended December 31, 2005 and 2004 were $61,315 and $64,362, respectively. PWC’s fees for the rendering of tax compliance and tax consulting services for the fiscal year ended December 31, 2004 were $18,700. PWC received no other fees for tax services from the Company during the fiscal year ended December 31, 2005.

ALL OTHER FEES. There were no other fees paid to either BDO or PWC in the fiscal years ended December 31, 2005 and December 31, 2004.

All of the services provided by BDO and PWC described above under the captions “Audit Fees,” “Audit Related Fees,” “Tax Fees,” and “All Other Fees” were approved by the Company’s Audit Committee. The Audit Committee has determined that the rendering of professional services by BDO is compatible with maintaining BDO’s independence. At the time that PWC served as the Company’s independent registered public accounting firm, the Audit Committee determined that the rendering of professional services described above by PWC was compatible with maintaining PWC’s independence.

Audit Committee Pre-Approval Policies

The Audit Committee Charter provides that the Audit Committee shall approve in advance all audit services and all non-audit services provided by the independent registered public accounting firm based on policies and procedures developed by the Audit Committee from time to time. The Audit Committee will not approve any non-audit services prohibited by applicable SEC or NYSE regulations or any services in connection with a transaction initially recommended by the independent registered public accounting firm, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code of 1986, as amended (the “Code”), and related regulations.

The Company’s Audit Committee expects that our independent registered public accounting firm will seek pre-approval from the Audit Committee prior to providing services to the Company.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

EXECUTIVE OFFICERS

The following information is provided with respect to the executive officers of the Company. Executive officers are elected by and serve at the discretion of the Board of Trustees.

Michael P. Glimcher, President and Chief Executive Officer. Biographical information regarding Mr. Michael P. Glimcher is set forth under “Proposal 1 - Other Trustees whose Terms of Office Continue after the Annual Meeting.”

George A. Schmidt, 58, is currently Executive Vice President, General Counsel, and Secretary of the Company. He served as a Class II Trustee of the Company from May 1999 to May 2005. He has served as Executive Vice President since March 1999 and General Counsel and Secretary since May 1996. He served as Senior Vice President of the Company from September 1996 until his promotion to Executive Vice President of the Company. Mr. Schmidt has over 25 years of experience in the practice of commercial real estate law, including six years as Assistant General Counsel of DeBartolo Realty Corporation, a NYSE-listed real estate investment trust, prior to joining the Company in May 1996. Mr. Schmidt has a B.A. degree from Cornell University, an M.B.A. degree from Ohio University, and a Juris Doctorate from Case Western Reserve University. Mr. Schmidt is a member of the Ohio, Texas, Columbus (OH), and American Bar Associations and is a member of ICSC and NAREIT. Mr. Schmidt has been a lecturer on shopping center leasing, legal, development, and corporate governance issues for the American Bar Association, ICSC, and Ohio University. Mr. Schmidt is a member of the Company’s Disclosure Committee.

Marshall A. Loeb, 43, has served as Executive Vice President and Chief Operating Officer since joining the Company on May 16, 2005. Mr. Loeb provides global direction in all operational areas of the Company. Prior to joining the Company, Mr. Loeb served as Chief Financial Officer of Parkway Properties, Inc. (“Parkway”), a self-administered real estate investment trust listed on the NYSE that specializes in owning and operating office properties, from November 2000 to May 2005. Prior to his employment with Parkway, Mr. Loeb was Senior Vice President/Western Regional Director for Eastgroup Properties, Inc., a self-administered real estate investment trust listed on the NYSE that focuses on owning and operating industrial properties, from August 1991 to April 2000. Mr. Loeb holds an M.B.A. from the Harvard School of Business Administration. He also holds a Bachelor of Science and Master of Tax Accounting degree from the University of Alabama. Mr. Loeb is a member of ICSC, and NAREIT. Mr. Loeb is also a member of the Company’s Disclosure Committee.

Mark E. Yale, 40, is currently Senior Vice President, Chief Financial Officer, and Treasurer of the Company. Mr. Yale has been Senior Vice President and Chief Financial Officer since August 5, 2004 when he joined the Company. Mr. Yale was elected Treasurer of the Company on May 6, 2005. Prior to joining the Company, Mr. Yale served as Senior Vice President - Financial Reporting at Storage USA, Inc. (“Storage”), a self-administered real estate investment trust listed on the NYSE that specialized in owning and operating private storage facilities, from 1998 to May 2002 and as Manager of Finance for Storage from May 2002 to August 2004 when it became a division of the General Electric Company. Prior to joining Storage, he was a senior manager with Coopers & Lybrand L.L.P. (a predecessor firm to PWC) from 1987 to 1998. Mr. Yale has a Bachelor of Arts in Accounting from the University of Richmond and is an inactive Certified Public Accountant. Mr. Yale is a member of the American Institute of Certified Public Accountants, ICSC, and NAREIT. Mr. Yale is also a member of the Company’s Disclosure Committee.

Thomas J. Drought, Jr., 44, has been Senior Vice President, Director of Leasing since January 1, 2002. For the past eight years, Mr. Drought has served in various leasing positions with the Company, including Regional Leasing Director and Vice President of Leasing. Prior to joining the Company, Mr. Drought spent nine years with L & H Real Estate Group (formerly Landau & Heyman Ltd.) that aligned with Jones Lang LaSalle in 2004. He has more than 19 years of extensive real estate leasing experience. Mr. Drought holds the designation of Certified Leasing Specialist from ICSC. Mr. Drought is responsible for directing and overseeing leasing of the Company’s entire portfolio of properties.

Robert F. Beffa, 45, has served as the Company’s Senior Vice President, Development and Construction since he was elected on July 5, 2005. Mr. Beffa provides global direction in all phases of the Company’s development and redevelopment projects and is the Company's primary strategist for its development pipeline. Prior to joining the Company, Mr. Beffa served as Senior Vice President of Real Estate at The May Department Stores Company (“May”) from 2004 to 2005 during which he was responsible for the strategic growth plans for some of May's largest operating divisions. Mr. Beffa began his real estate career at May in 1984 as a Real Estate Representative, where his primary duties were to: (i) identify, negotiate, and close transactions which would bring profitability to May through the sale, lease, or other transfer of excess properties and (ii) identify and implement strategies which would increase the productivity of May's real estate assets. Mr. Beffa is a member of ICSC. Mr. Beffa received a Bachelor of Science Degree in Business Administration with an emphasis in Finance from St. Louis University.

Kenneth D. Cannon, 62, is currently the Company’s Senior Vice President, Development. Mr. Cannon joined the Company in January 2004 as Vice President, Development with overall responsibility for implementing the Company’s development and redevelopment programs for its portfolio of regional and super-regional malls. He was promoted to Senior Vice President, Development on April 1, 2005. Prior to joining the Company, Mr. Cannon was a partner with The Pyramid Companies, a real estate developer specializing in retail properties, from 1986 to 1993, with responsibilities for new project development, and from June 1999 to December 2003, where his responsibilities included obtaining new department store commitments. From 1996 to 1999, he was the owner and founder of KLM Developers, LLC, a comprehensive development and construction services firm operating primarily in the mid-Atlantic area. From 1993 to 1996, he held the position of Senior Vice President, Development with Hydra-Co Enterprises, Inc. (“Hydra”), a then subsidiary of Niagara Mohawk Power Corporation of Syracuse, New York. Prior to serving with Hydra, Mr. Cannon held positions with Tidewater, Inc. and with Texaco, Inc. Mr. Cannon is a member of ICSC. Mr. Cannon holds a Bachelor of Science degree in Business and Juris Doctorate from the University of Kansas.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the cash and other compensation paid or accrued by the Company for services rendered by the person(s) serving as the Company's Chief Executive Officer and the four other most highly compensated current executive officers whose salary and bonus exceeded $100,000 (collectively, the “Named Executives”), during the fiscal years ended December 31, 2005, 2004, and 2003. The Company did not grant any share appreciation rights (“SARs”) or make any grants or awards under a long-term incentive plan (as such term is defined in Item 402 (a)(7)(iii) of Regulation S-K, as amended) during the years indicated.

Summary Compensation Table

		Annual Compensation⁽¹⁾		Long Term Compensation

Name & Principal Position	Year	Salary	Bonus	Restricted Stock Award(s)⁽²⁾ ($)	Securities Underlying Options/SARs (#)	All Other Compensation ($)

Michael P. Glimcher President and Chief Executive Officer⁽³⁾	2005 2004 2003	$475,314 $396,550 $376,250	$216,000 $198,275 $0	$596,500⁽⁴⁾ N/A N/A	75,000 125,000 75,000	⁽⁵⁾ ⁽⁵⁾ ⁽⁵⁾

Herbert Glimcher Chief Executive Officer⁽³⁾ and Chairman of the Board	2005 2004 2003	$368,500⁽⁶⁾ $566,500 $537,500	$0 $589,900⁽⁷⁾ $0	N/A N/A N/A	3,000 150,000 100,000	N/A N/A N/A

George A. Schmidt Executive Vice President, General Counsel, and Secretary	2005 2004 2003	$294,580 $283,249 $268,750	$66,000 $84,975 $0	$208,408⁽⁴⁾ N/A N/A	25,000 50,000 50,000	N/A N/A N/A

Thomas J. Drought, Jr. Senior Vice President, Director of Leasing	2005 2004 2003	$274,242 $264,316 $262,625	$41,000 $52,863⁽⁸⁾ $0	N/A N/A N/A	20,000 20,000 20,000	⁽⁵⁾ ⁽⁵⁾ ⁽⁵⁾

Mark E. Yale, Senior Vice President, Chief Financial Officer, and Treasurer ⁽⁹⁾	2005 2004 2003	$257,500 $ 85,417 N/A	$51,500 $17,051 N/A	$125,050⁽⁴⁾ N/A N/A	15,000 20,000 N/A	⁽⁵⁾ N/A N/A

Marshall A. Loeb Executive Vice President and Chief Operating Officer⁽⁹⁾	2005 2004 2003	$218,750 N/A N/A	$79,000 N/A N/A	$206,158⁽⁴⁾ N/A N/A	25,000 N/A N/A	N/A N/A N/A

(1)

The total value of all perquisites and other personal benefits received by the respective Named Executive was less than the lesser of either $50,000 or ten percent (10%) of the total salary and bonus paid or accrued by the Company for services rendered by such officer during the respective fiscal year.

(2)

On March 31, 2005, the Company began granting restricted common stock from the 2004 Plan to certain of the Named Executives. The following is the aggregate number and value (computed using the closing market price of the Common Shares as listed on the NYSE as of December 31, 2005) of restricted common stock holdings at December 31, 2005 for: Mr. M. Glimcher - 25,000 shares at a value of $608,000, Mr. Schmidt - 8,333 shares at a value of $202,659, Mr. Yale - 5,000 shares at a value of $121,600, and Mr. Loeb - 8,333 shares at a value of $202,659. These Common Shares have transfer restrictions that lapse in three equal annual installments over a period of three years commencing on the first anniversary of the grant date. The Company pays Common Share dividends on the restricted stock reported above to each of the Named Executives.

(3)

Michael P. Glimcher was elected Chief Executive Officer of the Company on January 20, 2005 and currently serves as President and Chief Executive Officer of the Company. Herbert Glimcher resigned as Chief Executive Officer of the Company on January 20, 2005. He currently serves as Senior Advisor to the Company, non-executive Chairman of the Board of Trustees, chairman of the Executive Committee of the Board of Trustees, and non-executive Chairman of the Board of Directors of Glimcher Properties Corporation, a wholly-owned subsidiary of the Company (“GPC”).

(4)	The dollar value listed is computed using the closing market price of the Common Shares as listed on the NYSE as of the date of grant for the respective Named Executive.

(5)

Represents matching contributions made or credited by the Company for fiscal years 2005, 2004, and 2003, respectively, under the Company’s Retirement Savings Plan (the “Savings Plan”). The following are the amounts the Company contributed under the Savings Plan for: Mr. M. Glimcher - $6,300 in 2005, $4,100 in 2004, and $4,000 in 2003; Mr. Drought - $6,300 in 2005, $4,100 in 2004, and $4,000 in 2003; and Mr. Yale - $897 in 2005.

(6)	Includes the $100,000 annual fee for serving as the non-executive Chairman of the Board for the Company and GPC.

(7)	Bonus includes a $250,000 merit bonus for Mr. H. Glimcher’s significant efforts and contributions relating to the Polaris Fashion Place transaction and a $339,900 bonus received under the Company’s 2004 Executive Bonus Plan.

(8)	Includes an additional $26,431 performance bonus awarded under the Company’s 2004 Executive Bonus Plan to Mr. Drought in June 2005 for service during fiscal year 2004.

(9)	Mr. Yale’s employment with the Company began in August 2004 and Mr. Loeb’s employment with the Company began in May 2005.

Option Grants in Last Fiscal Year

The following table sets forth certain information concerning options to purchase Common Shares granted during the fiscal year ended December 31, 2005 to each of the Named Executives. The Company did not grant any SARs during 2005.

Individual Grants

Name	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees in Fiscal Year	Exercise or Base Price ($/Sh)	Expiration Date	Grant Date Present Value ($) ⁽¹⁾

Michael P. Glimcher	75,000	22.4%	$25.67	3/8/15	$82,012

George A. Schmidt	25,000	7.5%	$25.67	3/8/15	$27,337

Marshall A. Loeb	25,000	7.5%	$24.74	5/15/15	$24,202

Thomas J. Drought, Jr.	20,000	6.0%	$25.67	3/8/15	$21,870

Mark E. Yale	15,000	4.5%	$25.67	3/8/15	$16,402

Herbert Glimcher	3,000	0.9%	$25.67	3/8/15	$ 3,280

(1)

Based upon the Black-Scholes option pricing model adopted for use in valuing executive stock options. The actual value, if any, that the Named Executive receives will depend on the excess of the share price at the time of exercise over the exercise or base price on the date the option is exercised. There is no assurance that the value realized by the Named Executive will be at or near the value estimated by the Black-Scholes model. The estimated values under the model are based on arbitrary assumptions such as interest rates, share price volatility, and future dividend yields.

Aggregated Option Exercises in Last Fiscal Year

and Fiscal Year-End Option Values

During the fiscal year ended December 31, 2005, two of the Named Executives exercised options granted to them. As of December 31, 2005, four of the six Named Executives held options that were in-the-money. The following table sets forth certain information with respect to options exercised during 2005 and any unexercised options held as of the end of such fiscal year by the Named Executives.

Name

Shares Acquired

on Exercise (#)

Value

Realized ($)

Number of Securities

Underlying Unexercised

Options Held at

December 31, 2005

Exercisable/Unexercisable

Value ($) of Unexercised

In-the-Money Options

Held at December 31, 2005

Exercisable/Unexercisable⁽¹⁾

Herbert Glimcher

152,580

$1,096,090

855,686/136,334

$5,116,414/$282,548

Thomas J. Drought, Jr.

10,800

$95,918

21,534/40,000

$97,193/$49,649

Michael P. Glimcher

146,666/183,334

$594,714/$220,478

George A. Schmidt

141,499/75,001

$871,665/$124,126

Mark E. Yale

6,666/28,334

$0/0

⁽²⁾

Marshall A. Loeb

0/25,000

$0/0

⁽²⁾

(1)

Options are in-the-money if the fair market value of the underlying securities exceeds the exercise price of the option. The values represent the difference between the fair market value of the Common Shares underlying the options (computed using the closing market price of the Common Shares as listed on the NYSE as of December 31, 2005) and the exercise price of the options.

(2)	The options held by these Named Executives are not in-the-money.

Information regarding the Company’s equity compensation plans in effect as of December 31, 2005 is as follows:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)	(b)	(c)

Equity compensation plans approved by shareholders	1,948,098	$20.88	850,499

Equity compensation plans not approved by shareholders	N/A	N/A	N/A

Certain Relationships and Related Party Transactions

Employment & Consulting Agreement of Herbert Glimcher

On January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the Company and entered into an Employment and Consulting Agreement (the “Employment Agreement”) with the Company and Glimcher Properties Limited Partnership (“GPLP,” and together with the Company, the “Corporation”) pursuant to which he is the non-executive Chairman of the Board of Trustees (for purposes of discussing the Employment Agreement only, the “Board”) of the Company and the GPC Board of Directors. In addition, the Company employs Mr. Glimcher as Senior Advisor. Neither the Company nor GPC consider Mr. Glimcher to be an executive officer. The initial term of the Employment Agreement commenced on February 1, 2005 and continues through May 31, 2006; provided, that the term may be renewed for an additional one year period if the Corporation and Mr. Glimcher agree to renew the term prior to its expiration. On March 9, 2006, the Corporation and Mr. Glimcher agreed to renew the Employment Agreement for an additional one year period.

Mr. Glimcher is not eligible to participate in any of the bonus plans available to the Corporation’s senior salaried employees, but is eligible to receive cash performance bonuses approved by the Board or the Board’s Executive Compensation Committee (the “Bonus”). Mr. Glimcher is entitled to participate in employee benefit plans customarily made available to senior salaried employees of the Company from time to time. The Company maintains a life insurance policy covering the life of Mr. Glimcher, reimburses Mr. Glimcher for reasonable rent for office space located in Columbus, Ohio, the reasonable salary of one administrative assistant, and provides a part-time driver consistent with past practice. For the fiscal year ended December 31, 2005, the aggregate total of reimbursements paid by the Company under the Employment Agreement was $123,472.

In the event that Mr. Glimcher’s employment under the Employment Agreement continues through May 10, 2006, then 50,000 of the unvested stock options that he received on March 12, 2004 and May 10, 2004, respectively, and which otherwise vest on the third anniversary of the date of grant in 2007 (the “Options”), shall immediately vest and become exercisable on May 10, 2006; however, if the Corporation and Mr. Glimcher agree to renew the Employment Agreement beyond May 31, 2006 then the Options shall vest and become exercisable on their original vesting dates. Additionally, if Mr. Glimcher’s employment is terminated by reason of death or disability then any stock options or other awards issued to Mr. Glimcher under the Company’s incentive compensation and share option plans shall immediately vest and become exercisable on the date of Mr. Glimcher’s death or disability.

For a period of two (2) years following the termination of Mr. Glimcher’s employment under the Employment Agreement (the “Post-Employment Restricted Period”) as well as during the term, and any renewal of the term (together with the Post-Employment Restricted Period, the “Restricted Period”), Mr. Glimcher shall not, without the prior written consent of the Board, serve as an employee, agent, partner, shareholder, member, officer, director of or consultant for, or in any capacity participate, engage or have, directly or indirectly, a financial or other interest in any Competitive Business (as defined below). Notwithstanding the foregoing, Mr. Glimcher may pursue any business activity for which the Board has previously consented and waived any corporate opportunity rights. Subject to certain exceptions, neither Mr. Glimcher, nor any entity of which he serves as a director, officer, trustee, member, manager, general partner, or limited partner, shall employ any person during the Restricted Period who was employed by the Corporation until the Corporation has not employed such person for more than one year. Mr. Glimcher will also refrain during the Restricted Period from disclosing, without the prior written consent of the Corporation’s Chief Executive Officer, any confidential information about the Corporation and from making any disparaging comments about the Corporation. A “Competitive Business” shall mean participation, directly or indirectly, in the planning, development or operation of any mall or any enclosed group of retail establishments operating as a single property (a "Project") in any city or town and its greater standard metropolitan statistical area (each, a "Market") in which the Company: (i) conducts its business at such time, (ii) has commenced and not subsequently abandoned development activities, or (iii) has previously proposed a Project to the Board to be undertaken at any time in the next five years in such Market and the Board has not yet rejected such Project.

Mr. Glimcher receives $100,000 per annum for serving as the non-executive Chairman of the Board of the Company and GPC and $250,000 per annum for serving as Senior Advisor to the Company (the “Salary”). Additionally, Mr. Glimcher shall receive $2,000,000 in cash during the Post-Employment Restricted Period from the Company as follows: a) $360,000 to provide consulting services during the Post-Employment Restricted Period which shall be payable at the rate of $20,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Consulting Payment”); b) $810,000 to abide by the Employment Agreement’s non-compete, non-solicitation, non-disparagement, and confidentiality provisions, which shall be payable at the rate of $45,000 per month commencing on the last day of the seventh month following the start of the Post-Employment Restricted Period (the “Non-Competition Payment”); and c) $830,000 for special, unique, and substantial contributions to the Corporation, payable on the last day of the seventh month of the Post-Employment Restricted Period. If Mr. Glimcher’s employment is terminated for cause or he breaches the Employment Agreement’s non-competition provisions then any unpaid installments of the Consulting Payment or Non-Competition Payment shall be forfeited.

In the event of a change of control of the Company while Mr. Glimcher is employed by the Company under the Employment Agreement, Mr. Glimcher will be entitled to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement, dated June 11, 1997, between Mr. Glimcher and the Corporation. Mr. Glimcher’s Severance Benefits Agreement is discussed below under the section “Severance Benefits Agreements.”

The Employment Agreement was unanimously approved by the independent members of the Board on the joint recommendation of the Executive Compensation Committee and Corporate Governance Committee after consultation with Hewitt Associates, LLC, a global executive compensation consulting firm engaged by the Executive Compensation Committee, which firm found that the financial arrangements and other terms of the Employment Agreement were within the range of competitive marketplace practices for similarly situated Chief Executive Officers/founders.

Corporate Flight Relationship

The Company paid Corporate Flight, Inc. (“CFI”), which is wholly owned by Herbert Glimcher, $304,000, for fiscal year ended December 31, 2005, for the use in connection with Company related matters, of an airplane owned by CFI.

Archer-Meek-Weiler Insurance Agency

The Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler is Chairman, as its agent for the purpose of obtaining property, liability, and employee practices liability insurance coverage. In connection with securing such insurance coverage, Archer-Meek-Weiler received net commissions of $305,570 for the fiscal year ended December 31, 2005.

Leasing Activity

A brother of Herbert Glimcher owns a company that leases six store locations in the Company’s properties. The aggregate rents received by the Company for these leases were $266,000 for the fiscal year ended December 31, 2005.

Corporate Reimbursements

The Glimcher Group, owned by Robert Glimcher, a son of Herbert Glimcher and a brother of Michael P. Glimcher, reimbursed the Company $8,000 for the expenses of shared space at a convention in May 2005.

Severance Benefits Agreements

The Company and GPLP have entered into Severance Benefits Agreements (the “Severance Agreements”) with Ms. Lisa A. Indest, the Company’s Vice President and Controller, and Messrs. Robert F. Beffa, Douglas W. Campbell, the Company’s Vice President, Construction Services, Thomas J. Drought, Jr., Michael P. Glimcher, Marshall A. Loeb, George A. Schmidt, and Mark E. Yale (for purposes of describing the Severance Agreements only, each shall be an “Executive”). The Company and GPLP have also entered into a Severance Benefits Agreement with Mr. Herbert Glimcher as stated above in the section “Employment & Consulting Agreement of Herbert Glimcher.” If an Executive is an employee of the Company or GPLP immediately prior to a “Change in Control of GRT” (as defined in the Severance Agreements), the Executive will be entitled to receive a lump sum severance payment equal to three times (3x) (except in the case of Messrs. Drought, Beffa, and Yale, which is two times (2x), and in the case of Ms. Indest and Mr. Campbell, one and one-half times (1.5x)) the Executive’s annual compensation during the calendar year preceding the calendar year in which the Change in Control of GRT occurs, such annual compensation to include: (i) all base salary and bonuses paid or payable to the Executive, (ii) all grants of restricted Common Shares, and (iii) the fair market value of any other property or rights given or awarded to the Executive by the Company. In addition, any restricted Common Shares, or options to purchase Common Shares, granted to the Executive shall vest on the day immediately prior to the date of a Change in Control of GRT. For a period of 18 months following a Change in Control of GRT, the Company will maintain in full force and effect all life, accident, medical, and dental insurance benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of the Change in Control of GRT, subject to certain conditions and limitations as set forth in the Severance Agreements.

As described above under the section “Employment & Consulting Agreement of Herbert Glimcher,” the Company and GPLP also have a Severance Benefits Agreement with Mr. Herbert Glimcher. This agreement entitles Mr. Glimcher to three times (3x) his base salary and bonus for the calendar year prior to the change of control as determined by the terms of the Severance Benefits Agreement; provided, that a) if a change of control occurs on or prior to May 31, 2006 then the amount of base salary and bonus used to determine his severance shall include the salary and bonus payments paid to Mr. Glimcher under the terms of the Employment Agreement and shall not be less than the salary and bonus paid or payable by the Company to Mr. Glimcher for his services to the Company during fiscal year ended December 31, 2004 and b) if a change of control occurs after May 31, 2006 then the base salary and bonus amounts used to determine his severance shall not exceed $350,000.

Federal Income Tax Implications on Executive Compensation

Additionally, an executive of the Company who receives any compensation or recognizes any income which constitutes an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or for which a tax is otherwise payable under Section 4999 of the Code, is entitled to receive from the Company an additional amount (the “Additional Amount”) equal to the sum of (i) all taxes payable by the executive under Section 4999 of the Code with respect to such excess parachute payments, including the Additional Amount, plus (ii) all income taxes payable by the executive with respect to the Additional Amount.

The foregoing transactions were approved by the Audit Committee or the Executive Compensation Committee of the Board of Trustees, as appropriate.

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee currently consists of Messrs. Philip G. Barach, Howard Gross, and William S. Williams. Following the 2005 Annual Meeting of Shareholders held on May 6, 2005, Wayne S. Doran ceased to serve as a member of the Executive Compensation Committee. The Board of Trustees has historically appointed certain members of the Executive Compensation Committee and other independent members of the Board of Trustees to serve either as administrators of the Company’s compensation and option plans or on the committees that administer such plans. Currently, Messrs. Philip G. Barach and Wayne S. Doran are the Board of Trustee members serving as administrators of the Company’s 2004 Plan. The administrators of the 2004 Plan determine the number of options and other awards granted to the trustees and employees of the Company under the 2004 Plan. None of the members of the Executive Compensation Committee are or were ever officers and/or employees of the Company or any of its subsidiaries.

EXECUTIVE COMPENSATION COMMITTEE'S

REPORT ON EXECUTIVE COMPENSATION

It is the responsibility of the Executive Compensation Committee (the “Committee”) to review compensation plans, programs, and policies as they relate to the Company’s executive officers, to determine the compensation of the Company's executive officers, and to monitor the performance of the Company's executive officers.

The Committee's annual review includes an evaluation of the Company's corporate performance, growth, share appreciation, and total return to shareholders. Consideration is also given to each executive officer's overall responsibilities, professional qualifications, business experience, job performance, technical expertise, and such individual's resultant combined value to the Company's long-term performance and growth. It is the goal of the Committee to provide compensation that is fair and equitable to both the executive officer and the Company.

The key elements of the Company's executive compensation packages are base salary, annual bonus, and share options. The Committee may, from time to time, consider and may award other types of executive compensation such as restricted shares and restricted share units. The Company has a pay philosophy of providing a competitive total compensation opportunity to its employees. This is broadly defined as a size-adjusted median compared to peer companies, with actual pay levels being determined by performance of the Company and individual employees. The Committee periodically reviews compensation surveys and reports prepared by independent compensation consultants to assist it in developing competitive compensation packages for the Company’s executive officers. The Committee uses information gathered by independent compensation consultants to benchmark and compare the Company’s executive compensation policies and packages for its executive officers with those of other peer group companies within the real estate investment trust industry. This benchmarking also includes detailed financial and stock price performance comparisons against other real estate investment trusts. The policies with respect to each of these elements, as well as the compensation paid to the Chief Executive Officer of the Company for the fiscal year ended December 31, 2005, are discussed below.

Base Salaries

In determining the amount of base salary paid by the Company to each of its executive officers in the fiscal year ended December 31, 2005, the Committee evaluated the responsibilities of the position held and the experience of the individual with reference to the competitive marketplace for executive officers at certain other similarly situated companies. In determining the base salary of the Company's Chief Executive Officer, for the fiscal year 2005, the Committee took into account his experience and performance, as well as the Company's performance.

Annual Bonuses

The Committee approves and grants to the Company’s executive officers bonuses based on the extent to which the Company achieves a targeted level of per share funds from operations (“FFO”) in excess of a predetermined minimum amount. Such awards can be adjusted at the discretion of the Committee for certain items, including acquisitions and divestitures of assets, non-cash items, and accounting requirements. In determining bonus amounts, the Committee reviews the performance of the Company, core portfolio trends, investment activities in the acquisition and development areas of the Company and non-financial performance measures such as the executive officer's performance, effort, and role in promoting the long-term strategic growth of the Company, as well as other matters deemed appropriate by the Committee. For the fiscal year ended December 31, 2005, based on the Committee’s evaluation of performance, bonuses were awarded to the Named Executives in accordance with the Company’s Executive Bonus Plan in amounts ranging from 15% to 45% of the annual base compensation of the respective Named Executive. These awards were generally below targeted amounts.

Share Options

It is the intention of the Committee to provide incentives to and enhance the productivity of the Company's executive officers by granting share options to such individuals. The Committee considers share options to be a successful method of linking the interests of executives with those of the shareholders. In determining annual share option grants, the Committee bases its decision on the individual’s performance and potential to improve shareholder value, and current competitive marketplace practices.

Share options have been, and generally will continue to be, granted with an exercise price equal to the market price of the Common Shares on the date of grant and vest pursuant to schedules set by the 2004 Plan administrator(s) or committee(s). The Committee believes that by establishing a vesting schedule, the option holder is motivated to create shareholder value over the long-term since the full benefit of the compensation package cannot be realized unless the recipient remains an employee of the Company until such options are fully vested and unless the Common Shares appreciate in value.

Restricted Shares/Restricted Share Units

The Committee may also, from time to time, award executive officers restricted shares or restricted share units as part of their executive compensation package. Restricted shares or restricted share units may be granted pursuant to the 2004 Plan. The value of restricted shares or restricted share units granted under the 2004 Plan shall be determined pursuant to the provisions of the 2004 Plan, by the recipient’s award agreement or by the 2004 Plan committee(s) or administrator(s). The Committee granted restricted shares to key officers in the Company in 2005 for both incentive and retention purposes, with vesting over three years.

Omnibus Budget Reconciliation Act Implications for Executive Compensation

It is the responsibility of the Committee to address the issues raised by the change in the tax laws which made certain non-performance-based compensation to executives of public companies, including the Company, in excess of $1,000,000, non-deductible beginning in 1994. In this regard, the Committee determines whether any actions with respect to this limit should be taken by the Company. At this time, it is not anticipated that any such non-deductible compensation will be material to the Company’s financial statements. The Committee will continue to monitor this situation and will take appropriate action if it is warranted in the future.

Conclusion

The goal of the Committee is to enhance the profitability of the Company and thus, shareholder value, by aligning closely the financial interests of the Company's key executives with those of its shareholders. Specifically, the Committee seeks to enhance the Company's ability to attract and retain qualified executive officers, to motivate such executives to achieve the goals inherent in the Company's business strategy and to emphasize share ownership by such executives and, thereby, tie long-term compensation to increases in shareholder value.

To permit an ongoing evaluation of the link between the Company's performance and its executive compensation, the Committee reviews the Company's executive compensation program each year. This review will include a review of each executive's responsibilities, efforts and contributions to the Company's performance, maintenance of the dividend, and future growth of the Company's revenues, earnings, and FFO.

In addition, while the elements of compensation described above will be considered separately, the Committee will take into account the full compensation package afforded by the Company to the individual, including retirement benefits, severance arrangements, insurance, and other benefits.

Through the programs described above, a very significant portion of the Company's total executive compensation package is strongly linked to individual and corporate performance.

The foregoing report has been furnished by the Committee.

March 30, 2006

Philip G. Barach William S. Williams

Howard Gross

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Trustees. Management has the primary responsibility for the financial statements and reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed the Company’s audited financial statements with both management and the Company’s independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statements on Auditing Standards Nos. 61 and 90. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and letter required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and discussed with them their independence from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees, and the Board of Trustees has approved, that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 for filing with the Securities and Exchange Commission.

March 30, 2006

Philip G. Barach Niles C. Overly

Wayne S. Doran

COMMON SHARE PRICE PERFORMANCE GRAPH

The following table and graph compare the cumulative total shareholder return on the Common Shares for the period commencing January 1, 1995 through December 31, 2005 with the cumulative total return on the Standard & Poor's 500 Stock Index (“S&P 500”), the NAREIT Equity REIT Total Return Index¹ (“NAREIT Index”), and the Russell Index (“Russell Index”) for the period commencing January 1, 1995 through December 31, 2005. Total return values for the S&P 500, the NAREIT Index, the Russell Index, and the Common Shares were calculated based on cumulative total return assuming the investment of $100 in each of the S&P 500, the NAREIT Index, the Russell Index, and in the Common Shares on January 1, 1995 and assuming reinvestment of dividends. The information set forth below is not necessarily indicative of future performance.

	GRT Total	NAREIT	S&P 500	Russell
	Return		Index	Index
12/31/1995	101.73	118.92	139.23	126.10
12/31/1996	143.65	160.86	171.19	146.90
12/31/1997	161.15	193.45	228.32	179.75
12/31/1998	124.33	159.59	293.57	175.17
12/31/1999	116.29	152.22	355.30	212.41
12/31/2000	129.52	192.35	323.21	205.99
12/31/2001	218.30	219.15	284.79	211.11
12/31/2002	228.18	227.53	227.12	172.35
12/31/2003	314.73	312.04	292.28	253.79
12/31/2004	420.40	410.61	324.06	300.29
12/31/2005	398.22	444.65	339.37	393.58

Total Shareholder Return

1995 - 2005

1	The NAREIT Equity REIT Total Return Index (consisting of 197 companies with a total market capitalization of $330 billion as of December 31, 2005) is maintained by NAREIT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Common Shares by each trustee, trustee nominee, the Named Executives, all trustees and executive officers as a group, and all other persons known to the Company to be the beneficial owner of more than five percent (5%) of the Company’s outstanding Common Shares and each class of equity securities of the Company as of the Record Date, except as otherwise noted.

COMMON STOCK OWNERSHIP

Name and Address of Beneficial Owner⁽¹⁾	Amount Beneficially Owned^{(2) (3)}			Percent Of Class

Herbert Glimcher		2,474,877	⁽⁷⁾		6.41%	⁽⁴⁾

Michael P. Glimcher		676,421	⁽⁸⁾		1.82%	⁽⁴⁾

George A. Schmidt		248,267	⁽⁹⁾		(5)

Thomas J. Drought, Jr.		42,199	⁽¹⁰⁾		(5)

Mark E. Yale		16,666	⁽¹¹⁾		(5)

Marshall A. Loeb		8,333	⁽¹²⁾		(5)

Philip G. Barach 27 Pickman Drive Bedford, MA 01730		19,100	⁽¹³⁾		(5)

Wayne S. Doran 1 Prestwick Court Dearborn, MI 48120		18,000	⁽¹⁴⁾		(5)

Howard Gross 0650 Cluny Road Aspen, CO 81611		3,000	⁽¹⁵⁾		(5)

Niles C. Overly The Frank Gates Companies 5000 Bradenton Avenue Dublin, OH 43017		6,000	⁽¹⁶⁾		(5)

Alan R. Weiler Archer-Meek-Weiler Agency, Inc. 150 East Mound Street, Suite 308 Columbus, OH 43215		107,157	⁽¹⁷⁾		(5)

William S. Williams The W.W. Williams Company 835 West Goodale Boulevard Columbus, OH 43212		4,000	⁽¹⁸⁾		(5)

Name and Address of Beneficial Owner⁽¹⁾	Amount Beneficially Owned ^{(2) (3)}			Percent Of Class

All trustees and executive officers as a group (14 persons)		3,637,353			9.22%	⁽⁴⁾

Deutsche Bank AG Taunusanlage 12, D-60325 Frankfurt am Main Federal Republic of Germany		3,294,135			9.03%	⁽¹⁹⁾

Cohen & Steers Capital Management, Inc. 280 Park Avenue, 10^th Floor New York, NY 10017		5,379,200			14.70%	⁽²⁰⁾
8.125% SERIES G PREFERRED STOCK OWNERSHIP

Name and Address of Beneficial Owner	Amount Beneficially Owned⁽²⁾			Percent Of Class

Heitman Real Estate Securities, LLC 191 North Wacker Drive, Suite 2500 Chicago, IL 60606		334,400			5.57%	⁽²¹⁾

Alan R. Weiler Archer-Meek-Weiler Agency, Inc. 150 East Mound Street, Suite 308 Columbus, OH 43215		32,000	⁽²²⁾		(6)

(1)	Unless otherwise indicated, the address for each such individual is 150 East Gay Street, Columbus, Ohio 43215.

(2)	Unless otherwise indicated, the listed person has sole voting and investment power with respect to the Common Shares and 8.125% Series G Preferred Stock, as applicable.

(3)

Certain trustees and executive officers of the Company own limited partnership operating units in GPLP (“OP Units”), which OP Units may (at the holder's election) be redeemed at any time for, at the sole option of GPLP, cash (at a price equal to the fair market value of an equal number of Common Shares), Common Shares on a one-for-one basis, or any combination of cash and Common Shares (issued at fair market value on a one-for-one basis).

(4)

For the person or group listed, the Percent of Class was computed based on 36,610,369 Common Shares outstanding as of the Record Date and, in each person's case, the number of Common Shares issuable upon the exercise of options and the redemption of OP Units held by such persons, or in the case of all trustees and executive officers as a group, the number of Common Shares issuable upon the exercise of options and the redemption of OP Units held by all such members of such group. Common Shares issuable upon exercise of options are included only to the extent the related options are exercisable within 60 days of the Record Date.

(5)	The percentage ownership of the listed person does not exceed one percent (1%) of the Company’s outstanding Common Shares.

(6)	The percentage ownership of the listed person does not exceed one percent (1%) of the Company’s outstanding 8.125% Series G Preferred Stock.

(7)

Includes 291,887 Common Shares held directly by Herbert Glimcher, individually, and 96,868 Common Shares held by the Herb and DeeDee Glimcher Charitable Trust, of which Mr. Glimcher's spouse is the trustee. Also includes 958,230 OP Units held by Mr. Glimcher, 120,404 OP Units held by Mr. Glimcher's wife and 896,860 of Mr. Glimcher's 959,666 options, of which: a) 69,667 fully vested on April 14, 2000, b) 195,181 fully vested on June 17, 2000, c) 95,122 fully vested on May 29, 2001, d) 263,334 fully vested on March 10, 2002, e) 88,644 fully vested on March 5, 2005, f) 1,000 fully vested on March 9, 2006, g) 94,718 fully vested on March 11, 2006, h) 78,387 fully vested on March 12, 2006, and i) 10,807 fully vested on May 10, 2005. Also includes 54,050 Common Shares which are owned by Mr. Glimcher and his wife as tenants-in-common and 56,578 Common Shares which are owned by trusts for the benefit of Mr. Glimcher's grandchildren and nephews, some of which Mr. Glimcher's wife and his son, Michael P. Glimcher, serve as co-trustees, and some of which another son, Robert Glimcher, serves as trustee. Mr. Glimcher does not exercise or share investment control over the Common Shares owned by the trusts described above.

(8)

Includes 122,144 Common Shares held directly by Michael P. Glimcher and 500 Common Shares held directly by Mr. Glimcher’s wife. Also includes 157,189 OP Units held by Michael P. Glimcher. Also includes 229,328 of Mr. Glimcher's 330,000 options, of which: a) 30,000 fully vested on May 29, 2001, b) 25,000 fully vested on March 5, 2005, c) 25,000 fully vested on March 9, 2006, d) 75,000 fully vested on March 11, 2006, e) 65,323 fully vested on March 12, 2006, and f) 9,005 fully vested on May 10, 2005. Of Mr. Glimcher’s 122,144 Common Shares, 25,000 shares have transfer restrictions that lapse in three equal annual amounts commencing on the first anniversary of the grant date. Also includes 8,000 Common Shares held in trust for the benefit of Mr. Glimcher (Robert Glimcher and Arne Glimcher, Co-Trustees), 102,683 OP Units held in trust for the benefit of Mr. Glimcher (Robert Glimcher and Arne Glimcher, Co-Trustees), and 56,578 Common Shares which are owned by trusts for the benefit of Mr. Glimcher’s nieces, nephews, cousins, and children, of which Mr. Glimcher is a co-trustee. Mr. Glimcher does not exercise investment control over the Common Shares or OP Units held in trusts for which he is not a trustee.

(9)

Includes 68,703 Common Shares held directly by George A. Schmidt. Also includes, 179,564 of Mr. Schmidt’s 216,500 options, of which: a) 20,000 fully vested on May 29, 2001, b) 41,500 fully vested on March 7, 2004, c) 30,000 fully vested on March 5, 2005, d) 50,000 fully vested on March 11, 2006, e) 26,129 fully vested on March 12, 2006, f) 8,333 fully vested on March 9, 2006, and g) 3,602 fully vested on May 10, 2005. Of Mr. Schmidt’s 68,703 Common Shares, 8,333 shares have transfer restrictions that lapse in three equal annual amounts commencing on the first anniversary of the grant date.

(10)

Includes 2,105 Common Shares held directly by Thomas J. Drought, Jr. Also includes 40,094 of Mr. Drought’s 61,534 options, of which: a) 1,534 fully vested on March 9, 2003, b) 6,667 fully vested on March 9, 2006, c) 20,000 fully vested on March 11, 2006, d) 10,452 fully vested on March 12, 2006, and e) 1,441 fully vested on May 10, 2005.

(11)

Includes 5,000 Common Shares that have transfer restrictions that lapse in three equal annual amounts commencing on the first anniversary of the grant date. Also includes 11,666 of Mr. Yale’s 35,000 options, of which: a) 6,666 fully vested on September 8, 2005 and b) 5,000 fully vested on March 9, 2006.

(12)

Represents 8,333 Common Shares that have transfer restrictions that lapse in three equal annual amounts commencing on the first anniversary of the grant date. On May 16, 2005, Mr. Loeb was granted 25,000 options to purchase Common Shares. These options become exercisable in three equal annual installments commencing on the first anniversary of the grant date and will remain exercisable for a period of ten years from the date of grant.

(13)	Includes 10,500 options that are immediately exercisable. Also includes 8,600 Common Shares owned directly by Mr. Barach.

(14)	Represents options that are immediately exercisable.

(15)	Represents options that are immediately exercisable.

(16)	Includes 3,000 options that are immediately exercisable. Also includes 3,000 Common Shares owned directly by Mr. Overly.

(17)

Includes 18,000 Common Shares held by Mr. Weiler, individually, and 5,000 Common Shares held by a limited partnership of which Mr. Weiler and his spouse are the general partners. Also includes 6,000 options, which are immediately exercisable and 78,157 OP Units owned by a limited partnership of which Mr. Weiler and his spouse are the general partners.

(18)	Includes 3,000 options that are immediately exercisable. Also includes 1,000 Common Shares owned directly by Mr. Williams.

(19)	Based on Schedule 13G/A, dated and filed with the SEC on February 8, 2006, on which Deutsche Bank AG reported its aggregate beneficial ownership with respect to 3,294,135 Common Shares.

(20)	Based on Schedule 13G/A, dated and filed with the SEC on February 13, 2006, on which Cohen & Steers Capital Management, Inc. reported its aggregate beneficial ownership with respect to 5,379,200 Common Shares.

(21)	Based on Schedule 13G, dated and filed with the SEC on February 6, 2006, on which Heitman Real Estate Securities, LLC reported sole dispositive power with respect to 334,400 of the Company’s 8.125% Series G Preferred Stock.

(22)	Shares are held by a limited partnership of which Mr. Weiler and his spouse are the general partners.

SECTION 16(a)

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's trustees, executive officers, and persons who own more than ten percent (10%) of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC on Forms 3, 4, and 5. Trustees, executive officers, and beneficial owners of greater than ten percent (10%) are required by the regulations of the SEC to furnish the Company with copies of all of the Section 16(a) Forms 3, 4, and 5 that they file.

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that all of its trustees, executive officers, and beneficial owners of greater than ten percent (10%) complied with all Section 16(a) filing requirements applicable to them with respect to transactions during the year ended December 31, 2005, except that a Form 4 reporting one (1) transaction was not filed within the time frame prescribed for Mr. Michael P. Glimcher.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 2007 Annual Meeting of Shareholders must be received by the Company at its principal executive offices no later than December 1, 2006 for inclusion in the Company's proxy statement and form of proxy relating to that meeting.

Additionally, the Bylaws provide that in order for a shareholder to nominate a candidate for election as a trustee at an annual meeting of shareholders or propose business for consideration at such meeting, written notice must be given to the Secretary of the Company no more than 90 days nor less than 60 days prior to the first anniversary of the preceding year's annual meeting. Accordingly, under the Bylaws, for a shareholder nomination or business proposal to be considered at the 2007 Annual Meeting of Shareholders, notice of such nominee or proposal must be received not earlier than February 4, 2007 and no later than March 6, 2007. The fact that the Company may not insist upon compliance with these requirements should not be construed as a waiver by the Company of its right to do so at any time in the future. The Corporate Governance Committee will consider nominees recommended by the shareholders using the process described herein.

FINANCIAL AND OTHER INFORMATION

The Company's Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including financial statements, are being sent concurrently to the Company's shareholders with this Proxy Statement.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. Brokers and nominees should forward soliciting materials to the beneficial owners of the Common Shares held of record by such persons and the Company will reimburse them for their reasonable forwarding expenses. In addition to the use of the mails, proxies may be solicited by trustees, officers, and regular employees of the Company, who will not be specially compensated for such services, by means of personal calls upon, or telephonic or telegraphic communications with, shareholders or their personal representatives.

OTHER MATTERS

The Board of Trustees knows of no matters other than those described in this Proxy Statement which are likely to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the accompanying form of proxy intend to vote the proxies in accordance with their discretion.

By Order of the Board Trustees

George A. Schmidt

Executive Vice President, General Counsel,

& Secretary

March 30, 2006

PROXY

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GLIMCHER REALTY TRUST

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PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF GLIMCHER REALTY TRUST

The undersigned shareholder of Glimcher Realty Trust, a Maryland real estate investment trust (the "Company"), hereby appoints George A. Schmidt, Esq. and Michael P. Glimcher, or either of them, as proxy(ies) for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Shareholders of the Company to be held on Friday, May 5, 2006 at 11:00 A.M. (the “Meeting”) at the offices of the Company, 150 East Gay Street, Columbus, Ohio 43215, and any adjournment(s) or postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned at the Meeting, with the same effect as if the undersigned were present at the Meeting. The undersigned hereby revokes any proxy previously given with respect to the Meeting.

THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES, PROPOSAL 2 AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.

SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

[Continued and to be signed on reverse side.]

[ ] Mark this box with an X if you have made changes to your name or address details above.

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ANNUAL MEETING PROXY CARD

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[A]

Election of Trustees

The Board of Trustees recommends a vote FOR the listed nominees for Class III Trustee.

Nominee	FOR	WITHHOLD
01 - Herbert Glimcher	[ ]	[ ]
02 - Howard Gross	[ ]	[ ]

[B]

Issues

The Board of Trustees recommends a vote FOR the following proposal.

		FOR	AGAINST	ABSTAIN
2.	Ratification of the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006.	[ ]	[ ]	[ ]

3.	To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof in the discretion of the Proxy holder.

CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON [ ]

[C]

Authorized Signatures - Sign Here - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this Proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

Signature 1 - Please keep signature within the box

_______________________________________

_________________________________

Date (mm/dd/yyyy)

Signature 2 - Please keep signature within the box

_______________________________________

_________________________________

Date (mm/dd/yyyy)

Glimcher Realty Trust (GRT) Inactive DEF 14ADefinitive proxy