PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 1, 2023
Date: Thursday, June 1, 2023
Time: 11:00 a.m. Eastern Time
Place/ Meeting live via the Internet-please visit: www.virtualshareholdermeeting.com/PRET2023
Means:
Purpose of the Meeting:
For all holders of record of PREIT's common shares of beneficial interest:
- To elect the seven trustees nominated by the Board of Trustees and named in this Proxy Statement for a term expiring at the 2024 Annual Meeting of Shareholders;
- To provide advisory approval of our executive compensation;
- To hold an advisory vote on the frequency of the advisory vote on executive compensation;
- To ratify the selection of BDO USA LLP as our independent auditor for 2023; and
- To transact such other business as may properly be brought before the meeting or any adjournment thereof.
For all holders of record of PREIT's outstanding preferred shares:
- To elect the two trustees named in this Proxy Statement for a term expiring at the earlier of (a) the 2024 Annual Meeting of Shareholders and (b) such time as all accrued and unpaid dividends on the Outstanding Preferred Shares have been paid in full and the dividends for the then current dividend period have been paid in full or declared and set apart for payment in full.
Record Date: Our Board of Trustees has fixed the close of business on April 3, 2023 as the record date for the determination of holders of common shares of beneficial interest and outstanding preferred shares entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the Annual Meeting, which will be conducted via live audio webcast. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual Meeting, you will need to log in by entering the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for check-in.
By Order of the Board of Trustees
LISA M. MOST
Secretary
PREIT
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, Pennsylvania 19103
April 18, 2023
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on June 1, 2023:
We are making this Proxy Statement, two separate forms of proxy card, and PREIT's Annual Report to Shareholders for the fiscal year ended December 31, 2022 available electronically via the internet at www.preit.com by clicking on "Investors," then clicking on "News & Reports," then clicking on "SEC Filings and Reports" and then clicking on "Proxy Statements" or "Annual Reports," respectively. On or before April 18, 2023, we will mail to our shareholders a Notice of Internet Availability and Proxy Materials (the "Notice"), which will contain instructions on how to access this Proxy Statement and our Annual Report and how to vote. Shareholders who receive the Notice will not receive a printed copy of the proxy materials in the mail, although the Notice will contain instructions regarding requesting a printed copy of the proxy materials if you so desire. Regardless of whether you expect to attend the virtual meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may vote your shares by mail, by telephone or through the internet by following the instructions set forth on the Notice. If you attend the virtual meeting, you may revoke your proxy by voting at the meeting.
TABLE OF CONTENTS
VOTING INFORMATION | 1 |
Record Date; Shareholders Entitled to Vote | 1 |
Your Participation in Voting the Shares You Own | |
Is Important | 1 |
How to Vote | 2 |
Shares Held through a Broker, Bank or Other | |
Financial Institution | 2 |
Quorum; Voting Standards Generally | 2 |
Voting by Proxy; Revocation of Proxies | 4 |
Delivery of Documents to Shareholders Sharing | |
an Address | 4 |
Solicitation of Proxies | 4 |
Instructions for Participation in the Virtual Annual | |
Meeting | 4 |
Asking Questions at the Virtual Annual Meeting . . . | 5 |
Technical Difficulties or Trouble Accessing the | |
Live Webcast | 5 |
GOVERNANCE | 6 |
PROPOSAL TO BE VOTED ON BY COMMON | |
SHAREHOLDERS-PROPOSALONE-Election | |
of Trustees by Common Shareholders | 6 |
Trustee Nomination Process | 6 |
Nominees for Trustee | 6 |
Majority Voting Standard for Trustee Elections | |
and Board Procedures | 12 |
Board Recommendation | 12 |
CORPORATE GOVERNANCE AND BOARD | |
MATTERS | 13 |
Leadership Structure | 13 |
Meetings of Independent Trustees | 13 |
Role in Risk Oversight | 13 |
Committees of the Board | 14 |
Executive Compensation and Human | |
Resources Committee | 14 |
Audit Committee | 15 |
Nominating and Governance Committee | 15 |
Communicating with the Board of Trustees | 16 |
Meetings of the Board of Trustees | 16 |
Corporate Governance Guidelines and Codes of | |
Conduct | 16 |
Employee, Officer and Trustee Hedging | 16 |
Commitment to Sustainability and Corporate | |
Responsibility | 16 |
Trustee Independence | 16 |
Standards of Independence | 17 |
Related Party Transactions Policy | 18 |
2022 Trustee Compensation | 18 |
Information about our Executive Officers | 19 |
Ownership of Trustee Nominees and Executive | |
Officers | 21 |
COMPENSATION | 23 |
PROPOSAL TO BE VOTED ON BY COMMON | |
SHAREHOLDERS-PROPOSAL TWO- | |
Advisory Approval of the Company's Executive | |
Compensation | 23 |
Board Recommendation | 24 |
2022 EXECUTIVE COMPENSATION | 25 |
2022 Summary Compensation Table | 25 |
Components of Executive Compensation | 26 |
Base Salary | 26 |
Cash Incentive Compensation | 26 |
Long-Term Incentive Awards | 28 |
Non-Qualified Retirement Plans | 30 |
Benefits Generally Available to Employees | 30 |
Employment Agreements | 30 |
Joseph F. Coradino | 30 |
Mario C. Ventresca, Jr | 31 |
Joseph J. Aristone | 31 |
Andrew M. Ioannou | 31 |
Named Executive Officers Generally | 31 |
Termination or Change of Control | |
Arrangements | 31 |
Termination by Us Without Cause, Termination | |
by a Senior Executive for Good Reason or | |
Our Election Not to Renew the Employment | |
Agreement Not Associated with a Change in | |
Control | 32 |
Termination by Us for Cause or Resignation by | |
the Executive Without Good Reason | 33 |
Death or Disability | 34 |
Time-Based Restricted Shares and RSU | |
Programs | 34 |
Performance-Based PSU Programs | 34 |
Outperformance Unit Program | 35 |
Change of Control | 35 |
Outstanding Equity Awards at 2022 Fiscal Year | |
End | 36 |
Equity Compensation Plans | 38 |
Pay Versus Performance | 39 |
FREQUENCY OF VOTE ON COMPENSATION | 42 |
PROPOSAL TO BE VOTED ON BY COMMON | |
SHAREHOLDERS-PROPOSAL THREE- | |
Advisory Vote on the Frequency of an Advisory | |
Vote on Executive Compensation | 42 |
Board Recommendation | 42 |
AUDIT | 43 |
PROPOSAL TO BE VOTED ON BY COMMON | |
SHAREHOLDERS-PROPOSAL FOUR- | |
Ratification of Selection of Independent | |
Auditor | 43 |
Board Recommendation | 44 |
Audit Committee Report | 44 |
Pre-Approval Policies and Procedures | 45 |
Additional Information Regarding Our | |
Independent Auditors | 45 |
OUTSTANDING PREFERRED SHARES | |
PROPOSAL | 46 |
PROPOSAL TO BE VOTED ON BY ONLY | |
PREFERRED SHAREHOLDERS-Outstanding | |
Preferred Shares Trustees Election | 46 |
General | 46 |
Required Vote | 48 |
Recommendation | 48 |
2023 Proxy Statement i
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Disclaimer
PREIT - Pennsylvania Real Estate Investment Trust published this content on 13 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2023 13:37:09 UTC.