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
UE's 3-year price return of 63.2% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +50.1 percentage points, which is below the 65-percentage-point trigger threshold for strong-positive TSR, so no TSR underperformance flag applies; Olson has extensive and directly relevant REIT leadership experience, all meetings attended, and no overboarding or independence concerns.
No TSR underperformance trigger fires (UE's +50.1pp gap vs ^FNER is below the 65pp threshold); Baglivo joined in September 2022, has relevant retail/hospitality board experience, attended at least 75% of meetings, and holds three public board seats (UE, Host Hotels, Ollie's), which is within the four-seat limit.
No TSR underperformance trigger fires; Grapstein has served since 2015, brings deep accounting, real estate, and retail experience, attended at least 75% of meetings, and holds two public company board seats (UE and Mulberry Plc), within policy limits.
No TSR underperformance trigger fires; Jenkins has served since November 2021, brings 25+ years of real estate and executive leadership experience, served as Lead Independent Trustee, attended at least 75% of meetings, and holds three public board seats (UE, AutoNation, RE/MAX), within the four-seat limit.
No TSR underperformance trigger fires; O'Shea has served since 2014, is the sitting CFO of AvalonBay Communities (a public REIT), and holds two public board seats total (UE and AvalonBay in a director capacity) — notably O'Shea is a sitting CFO rather than a sitting CEO, so the CEO-specific two-seat limit does not apply; he brings deep REIT financial expertise and attended at least 75% of meetings.
No TSR underperformance trigger fires; Rice joined in March 2023, has extensive real estate investment banking and CFO experience, qualifies as an Audit Committee Financial Expert, attended at least 75% of meetings, and holds two public board seats (UE and BrightSpire Capital), within policy limits.
No TSR underperformance trigger fires; Sandstrom joined in October 2022, brings deep real estate investment and capital markets expertise, attended at least 75% of meetings, and holds four public board seats (UE, EastGroup Properties, Healthpeak Properties, Toll Brothers) — exactly at the four-seat limit, which is the threshold for a No vote, so no overboarding flag applies at this level.
No TSR underperformance trigger fires; Sesler has served since March 2020, brings extensive real estate investment banking and operational experience, attended at least 75% of meetings, and holds two public board seats (UE and Macy's), within policy limits.
All eight trustee nominees receive a FOR vote determination. UE's 3-year price return of +63.2% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +50.1 percentage points, which falls below the 65-percentage-point trigger threshold required for a No vote under the strong-positive TSR tier, so no TSR underperformance flag fires for any director. No overboarding, independence, attendance, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
Jeffrey S. Olson
Total Comp
$8,106,208
Prior Support
86.8%%
The CEO received total compensation of approximately $8.1 million, which is within a reasonable range for the CEO of a $2.7 billion retail REIT with strong operating results including 53% three-year total shareholder return outperforming its strip-center index peer group by 30 percentage points. The pay structure is heavily performance-oriented — 86% of CEO pay is described as at-risk, with meaningful long-term equity awards tied to three-year absolute and relative total shareholder return, same-property net operating income growth, and funds from operations growth — satisfying the policy requirement that at least 50-60% of compensation be variable and performance-linked. The prior year say-on-pay vote received 86.8% support (well above the 70% threshold), a meaningful clawback policy is in place, and the pay-for-performance alignment is supported by the company's strong stock performance relative to equity REIT peers as measured by the ^FNER (FTSE NAREIT All Equity REITs Index).
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
12 yrs
Audit Fees
$1,384,000
Non-Audit Fees
$432,941
Non-audit fees (audit-related fees of $240,000 + tax fees of $188,900 + other fees of $4,041 = $432,941) represent approximately 31% of core audit fees ($1,384,000), well below the 50% threshold that would trigger a No vote; Deloitte has served since 2014 (roughly 12 years), comfortably below the 25-year tenure threshold; no material restatements were disclosed; and Deloitte is a Big 4 firm appropriate for a $2.7B market-cap company.
Overall Assessment
Urban Edge Properties' 2026 annual meeting presents a clean ballot with no significant governance concerns: all eight trustee nominees pass the TSR, overboarding, attendance, and independence screens, the auditor fee ratio is well within acceptable limits at 31%, and the executive compensation program is strongly performance-linked with 86.8% prior-year shareholder approval. All three proposals receive a FOR vote determination.