URBAN EDGE PROPERTIES (UE)
Sector: Real Estate
2026 Annual Meeting Analysis
URBAN EDGE PROPERTIES · Meeting: May 6, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Trustees
Olson has served since 2014 as CEO and Chairman; UE's 3-year price return of 58.8% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +46.5 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive TSR company, no overboarding or attendance issues identified.
Baglivo has served since September 2022 (within 24-month exemption window at the time of the prior meeting but now just over 3 years); UE's strong TSR versus ^FNER does not meet the 65pp trigger threshold, no attendance issues, and she brings relevant marketing and hospitality REIT board experience; no overboarding concern (3 public boards).
Grapstein has served since 2015; UE's 3-year outperformance of +46.5pp versus ^FNER does not meet the 65pp trigger threshold for a strong-positive TSR company, he attended at least 75% of meetings, brings retail and real estate expertise, and holds only one other public board seat (Mulberry Plc is UK-listed; no overboarding issue).
Jenkins has served as Lead Trustee since 2021; UE's TSR outperformance versus ^FNER does not trigger a vote against, he met the 75% attendance threshold, and he brings extensive real estate and public company board experience; he holds two other U.S. public board seats (AutoNation, RE/MAX), which does not exceed the four-seat overboarding threshold.
O'Shea has served since 2014; the TSR outperformance gap of +46.5pp versus ^FNER does not meet the 65pp trigger threshold, he met attendance requirements, and as CFO of AvalonBay he holds a sitting-CFO position (not CEO) at one outside public company board — no overboarding issue under policy.
Rice joined in March 2023 and has served approximately three years; UE's strong TSR does not meet the 65pp trigger threshold versus ^FNER, she brings deep REIT finance expertise and qualifies as an Audit Committee Financial Expert, and no attendance or overboarding concerns are identified.
Sandstrom joined in October 2022; UE's TSR outperformance of +46.5pp versus ^FNER does not meet the 65pp trigger, she met attendance requirements, brings deep real estate investment expertise, and holds three other public board seats — within the four-seat overboarding threshold.
Sesler has served since March 2020; UE's 3-year TSR outperformance of +46.5pp versus ^FNER falls below the 65pp trigger threshold for a strong-positive TSR company, he met the 75% attendance requirement, and he holds only one other public board seat (Macy's) — no overboarding concern.
All eight trustee nominees pass the TSR trigger screen: UE's 3-year price return of 58.8% exceeds the ^FNER (FTSE NAREIT All Equity REITs Index) by +46.5 percentage points, which falls short of the 65-point threshold required to vote against directors at a strong-positive TSR company. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee. Vote FOR the full slate.
Say on Pay
✓ FORCEO
Jeffrey S. Olson
Total Comp
$8,106,208
Prior Support
86.8%%
CEO Jeffrey Olson received $8,106,208 in total 2025 compensation, which is within a reasonable range for a CEO at a retail REIT with a $2.7B market cap, and prior year shareholder support was strong at 86.8%. The pay program is well-structured: approximately 86% of the CEO's pay is at-risk (variable), including performance-based stock awards tied to three-year absolute TSR, relative TSR, same-property NOI growth, and FFO-per-share growth — all meaningful, measurable long-term metrics. UE's 3-year total shareholder return of 58.8% significantly outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +46.5 percentage points, confirming that above-benchmark incentive pay was earned through genuine outperformance that benefited shareholders. The company also has a meaningful clawback policy in place, and base salary is well below 40% of total compensation for all named executives.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$1,384,000
Non-Audit Fees
$432,941
Deloitte has served as UE's auditor since 2014 (approximately 11 years), well below the 25-year tenure threshold. Non-audit fees (audit-related fees of $240,000 plus tax fees of $188,900 plus other fees of $4,041 totaling $432,941) represent approximately 31% of audit fees of $1,384,000, comfortably below the 50% independence threshold. Deloitte is a Big 4 firm appropriate for a $2.7B market cap company, and no material restatements were identified.
Overall Assessment
Urban Edge Properties' 2026 annual meeting ballot presents three straightforward proposals: election of eight trustees, ratification of Deloitte as auditor, and an advisory vote on executive pay. All proposals pass their respective policy screens cleanly — the director slate is supported by UE's strong 3-year TSR that outpaces the ^FNER benchmark by +46.5 percentage points (below the 65pp trigger), the auditor's non-audit fee ratio is well within limits and tenure is only 11 years, and the executive pay program is heavily performance-based with metrics tied to outcomes shareholders actually experienced.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing