UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

(Amendment (Amendment No.        )

Filed by the Registrant      x

Filed by a Party other than the Registrant      ¨

Check the appropriate box:

CAMDEN PROPERTY TRUST

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Matters to be voted on:

The Board of Trust Managers recommends you vote FOR each of the nominees for Trust Manager and FOR approval, on an advisory basis, of the compensation of our named executive officers. The Audit Committee, which has the sole authority to retain our independent registered public accounting firm, recommends you vote FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.

Shareholders who are holders of record of common shares at the close of business on March 14, 2014 will be entitled to vote at the annual meeting.

Please contact our investor relations department at (800) 922-6336 or (713) 354-2787 if you have any questions.

March 24, 2014

Important Notice Regarding Availability of Proxy Materials for our

Annual Meeting of Shareholders to be held on May 9, 2014

The proxy statement and annual report to shareholders are available at www.proxyvote.com and in the investor relations section of our website at www.camdenliving.com under “SEC Filings.”

		2016 Proxy Statement

TABLE OF CONTENTS

INTRODUCTION

The Board of Trust Managers (the “Board”) of Camden Property Trust (the “Company”“Company” or “Camden”) is soliciting proxies to be used at the annual meeting. The proxy materials are first being sent on or about March 24, 20142016 to all shareholders of record on March 14, 2014,16, 2016, which is the record date for the shareholders entitled to vote at the annual meeting.

The complete mailing address of the Company’s executive offices is 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.

		2016 Proxy Statement

A LETTER TO CAMDEN’S SHAREHOLDERS

from Our Board of Trust Managers

March 24, 2016

Dear Fellow Shareholders:

As Camden’s Board, we are committed to representing and protecting your interests by providing strategic oversight of the Company’s Executive Management team, with a focus on long-term value creation. We believe that the Company’s strong balance sheet, sound strategic business plan, and solid operating performance are all key factors in the Company’s continued success.

Our Board is comprised of a highly-qualified and experienced group of leaders, with the founders of the Company, Ric Campo and Keith Oden, complementing the eight independent Trust Managers. Good corporate governance is vital to the Company and its shareholders, and we are committed to ensuring that each of our Board members brings a strong balance of varying perspectives, capabilities, skillsets, diversity, and experience to their role. We encourage you to review the qualifications and backgrounds of our current nominees for election to the Board beginning on page49 of this proxy statement.

We appreciate and value your interest, investment and support. To the extent that you have any thoughts, concerns or recommendations they can be addressed to:

Mr. Lewis A. Levey

Lead Independent Trust Manager

Camden Property Trust

11 Greenway Plaza, Suite 2400

Houston, TX 77046

Thank you for your confidence in us and your continued support of the Company.

Sincerely,

Camden’s Board of Trust Managers

		2016 Proxy Statement  1

Q&A WITH OUR LEAD INDEPENDENT TRUST MANAGER

What do you see as the Board’s role?

The primary role of the Board is to provide strategic oversight of the Company’s Executive Management team and its strategic business plan, while always representing the best interests of the Company’s shareholders. The Board reviews the Company’s strategic plans, assesses and monitors risks that might impact the Company, uses its websiteand ensures that appropriate financial and internal controls are established and maintained. While assuring that the very positive culture of outstanding corporate governance is preserved, we are focused on regular, strong performance-related metrics, always mindful of the long-term goals and objectives of the Company.

What is your role as the Lead Independent Trust Manager?

A comprehensive list of the duties and responsibilities for this role is provided in the Company’s Guidelines on Governance, as well as on page14 of this proxy statement. I serve as the principal liaison between the Company’s Chairman of the Board/CEO and our independent Trust Managers, and preside at any meetings at which the Chairman is not present (including regular Executive Sessions of independent Trust Managers). In an effort to maintain a channelthoroughly engaged, high-performance Board, I take a leadership role in identifying issues for the Board to consider and, working with the Chairman of distributionthe Board/CEO, establish the agenda for Companyeach meeting; assuring that the Trust Managers have sufficient information, resources, background, and time to adequately discuss and review the various issues included in the agenda, or otherwise brought before the Board. I believe that it is important that the Lead Independent Trust Manager help maintain the appropriate balance between the Board’s involvement in longer-term strategy and the Company’s website addressoperations, which are charged to our Executive Management team. I take the primary role in providing feedback to the Company’s Chairman of the Board/CEO with respect to any issues or discussions which may occur in Executive Session without the presence of the Executive Management Team. Camden is www.camdenliving.com. committed to effective shareholder communication and I serve as the primary contact for any shareholders wishing to communicate directly with the Board.

The Company’s Chief Executive Officer also serves as its Chairman of the Board. Do you believe that is an appropriate and effective structure for the Company?

We believe at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Trust Manager, provides the appropriate leadership and oversight of the Company makes available freeand facilitates the effective functioning of chargeboth the Board and the Executive Management team. The Board believes its responsibility to shareholders requires the Board retain the flexibility to determine the best leadership structure for the Company under any set of circumstances and personnel. By making decisions based on context, the Investor RelationsBoard is able to make determinations in the best interests of shareholders, including those related to the Company’s Board leadership structure.

Any Closing Thoughts?

On behalf of the entire Board, I want to express our dedication to maintaining an open dialog with shareholders, soliciting and considering your input and comments, with a further commitment to enhance our corporate governance program as appropriate. We very much value your support and thank you for the trust you have placed in us.

Sincerely,

Lewis A. Levey

Lead Independent Trust Manager

Camden Property Trust

		2016 Proxy Statement  2

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

MEETING AGENDA AND VOTING RECOMMENDATIONS

Item 1

Election of Trust Managers

ü  The Board of Trust Managers recommends you vote FOR the election of these candidates.

Shareholders are being asked to elect 10 Trust Managers. The Company’s Trust Managers are elected for a term of one year by a majority of the votes cast. Additional information about each Trust Manager and his or her qualifications may be found beginning on page49.

Committee Memberships

Name

Age

Trust    Manager    Since

Primary Occupation

Independent

A

C

N&G

E

Richard J. Campo

61

1993

Chairman of the Board and Chief Executive Officer (“CEO”) of the Company

Scott S. Ingraham

62

1998

Private Investor and Strategic Advisor

ü

ü

ü

Lewis A. Levey

74

1997

Private Investor and Management Consultant

ü

ü

ü

William B. McGuire, Jr.

71

2005

Private Investor

ü

D. Keith Oden

59

1993

President of the Company

F. Gardner Parker

74

1993

Private Investor

ü

ü

ü

William F. Paulsen

69

2005

Private Investor

ü

ü

Frances Aldrich Sevilla-Sacasa

60

2011

CEO of Banco Itaú International, Miami Florida

ü

ü

Steven A. Webster

64

1993

Co-Managing Partner and Co-CEO of Avista Capital Partners, L.P.

ü

ü

Kelvin R. Westbrook

60

2008

President and CEO of KRW Advisors, LLC

ü

A:Audit Committee           C:Compensation Committee           N&G:Nominating & Corporate Governance Committee           E:Executive Committee Chair          ü Member

		2016 Proxy Statement  3

TRUST MANAGER NOMINEE HIGHLIGHTS

Our Trust Managers bring a balance of experience and perspective. We believe our Board demographic is positive and enhances our goal to develop a culture of strong corporate governance.

GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance to promote the long-term interests of shareholders, strengthen management accountability and help maintain public trust in the Company. The Governance section beginning on page9 describes our governance framework, which includes the following highlights:

10 Trust Manager Nominees

8 Independent Trust Manager Nominees

Annual Election of Trust Managers by Majority Vote

Robust Trust Manager Nominee Selection Process

Lead Independent Trust Manager

Regular Trust Manager Performance Assessment

Independent Audit, Compensation, and Nominating & Corporate Governance Committees

Regular Executive Sessions of Independent Trust Managers

Risk Oversight by Full Board and Committees

Anti-Hedging Policy

Share Ownership Guidelines

		2016 Proxy Statement  4

2015 BUSINESS HIGHLIGHTS

We have reshaped our portfolio over the past four years through strategic capital recycling and have experienced internal growth from our operating portfolio. This has resulted in better operational efficiencies and overall Company performance. Key 2015 performance achievements are as follows:

Funds From Operations (“FFO”) for the twelve months ended December 31, 2015 totaled $4.54 per diluted share or $414.5 million, our highest level as a public company.

2015 Same Property Net Operating Income (“NOI”) increased 5.2%, ahead of the midpoint of our original guidance of 4.0%.

Completed construction on seven communities with a total cost of $484 million, stabilized three of these communities and an additional two previously completed communities with a total aggregate cost of $222 million and commenced construction on two new communities with a total budgeted cost of $231 million.

Disposed of three communities with an average age of 24 years for $147 million.

Replaced our existing unsecured credit facility with an amended and restated facility, extending the maturity date until 2019 and expanding the size of the facility to $600 million.

Paid an annualized dividend of $2.80 per share, and the Board declared a first quarter 2016 dividend of $0.75 per common share, which is a 7.1% increase over the Company’s prior quarterly dividend of $0.70 per share.

KEY POINTS FROM THE COMPENSATION COMMITTEE

Annual Incentives are directly tied to the achievement of predetermined corporate and individual performance objectives. In 2015, payouts for our executives were 100% of target, displaying alignment with actual performance achievements.

Each of our Named Executive Officers elected to receive 50% of their 2015 bonus in shares, displaying a strong confidence in our future growth potential.

The majority of compensation opportunity for Named Executive Officers is tied to future opportunity through share price growth which directly ties their financial well-being with that of our shareholders.

2015 COMPENSATION

The table below is the 2015 compensation for each Named Executive Officer.

This table differs from compensation reported in the 2015 Summary Compensation Table in that it reflects the value of its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reportsour Named Executive Officers’ long-term equity incentive awards in the performance year for which they were earned, rather than the year in which they were granted (e.g., long-term compensation awards granted in February 2016 for 2015 performance are shown in the table above as soon as reasonably practicable after such material2015 compensation). While compensation reported in the 2015 Summary Compensation Table is electronically filed with or furnished touseful, the disclosure rules of the Securities and Exchange Commission (the “SEC”“SEC”) pursuantdo not take into account the retrospective nature of our executive compensation program and therefore create a one-year lag between the value of our Named Executive Officers’ long-term compensation awards and the performance year for which they were earned (e.g., long-term equity incentive awards granted in February 2016 for 2015 performance will not be shown in the Summary Compensation Table until our 2017 Proxy Statement as 2016 compensation). This table supplements, and does not replace, the 2015 Summary Compensation Table on page38.

		2016 Proxy Statement  5

PAY FOR PERFORMANCE

“The compensation of our Named Executive Officers should be and are tied to Section 13(a) those performance metrics we

believe are most highly correlated to growth in long-term shareholder value”

William F. Paulsen, Compensation Committee Chairman

At Camden, both the Board and our management team believe strong operating results equate to long-term shareholder value creation. It is our goal to set challenging, yet achievable, goals for our management team. The following displays key performance metric achievements.

Key Performance Indicator Achievement¹

We consider FFO per share a key metric. In 2015, FFO per share was $4.54, ahead of the midpoint of our original guidance of $4.46.

Same Property NOI growth illustrates our ability to grow in current markets. In 2015, Same Property NOI growth was 5.2%, outpacing the midpoint of our original guidance of 4.0%.2

In an effort to maintain appropriate and manageable levels of debt, the Company utilizes the Debt-to-EBITDA3 Ratio as a key metric. In 2015, our ratio was 5.4x, improving from 2014’s ratio of 5.5x.

We are constantly assessing our properties and future growth opportunities. The performance of our individual properties is extremely important. As such, yields from stabilized new development projects are a key metric. 2015 yields on stabilized new development projects were an average of 0.13% ahead of pro forma yields.

Our average annual share price increased again, creating additional value for our shareholders. As the graphic on page 7 depicts, we have experienced consistent long-term growth.

¹ A reconciliation of net income attributable to common shareholders to FFO, EPS and EBITDA for the year ended December 31, 2015 is contained in the Company’s 2015 Annual Report on Form 10-K and/or 15(d)in its earnings release furnished on a Current Report on Form 8-K filed on January 29, 2016.

²The Company defines same property communities as communities owned and stabilized since January 1, 2014 and defines NOI as total property income less property operating and maintenance expenses less real estate taxes. The Company considers NOI to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it reflects the Securities Exchange Actoperating performance of 1934, as amended (the “Exchange Act”),our communities without allocation of corporate level property management overhead or general and other reportsadministrative costs

³Defined by the Company files withas earnings before interest, taxes, depreciation and amortization (“EBITDA”), excluding equity in (income) loss of joint ventures, (gain) loss on sale of unconsolidated joint venture interests, gain on acquisition of controlling interest in joint ventures, gain on sale of operating properties including land, net of tax, and income (loss) allocated to non-controlling interests. The Company considers EBITDA to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or furnisheslosses from property dispositions.

		2016 Proxy Statement  6

Return to the SEC under the Exchange Act, including proxy statements and reports filed by officers and Trust Managers under Section 16(a)Shareholders

The Company has delivered consistent positive return to shareholders over time as shown below:

Total Shareholder Return

As of the Exchange Act. December 31, 2015

The Company also makes availablehas a long history of increasing annual distributions to shareholders, as shown below.

5 Year Annual Distribution History¹

¹ Annualized dividend rate based upon the approved rate declared by the Board.

$1.1B

Returned to Shareholders from 2011 through 2015

		2016 Proxy Statement  7

Directional Relationship Between Pay and Key Metrics

The following illustrates the directional relationship between Company performance, based on the investor relations sectionthree of its website under “Corporate Governance” its Code of Business Conductour key operating metrics (FFO, NOI and Ethics, Guidelines on Governance, Code of Ethical Conduct for Senior Financial OfficersDebt to EBITDA ratio), and the charterscompensation of its Audit, Compensation, and Nominating and Corporate Governance Committees and each is available in print, without charge, to any shareholder requesting a paper copy of the documents by contacting Investor Relations at the Company’s address set forth above.our CEO.

FFO (in millions)		NOI (in millions)		CEO Total Compensation (in millions)		Debt to EBITDA

INFORMATION ABOUT VOTING AND THE ANNUAL MEETINGKEY COMPENSATION PRACTICES

Shares OutstandingWHAT WE DO

All shareholders of record on the close of business on March 14, 2014 are entitled to vote at the annual meeting. On March 14, 2014, the Company had 88,642,765 common shares outstanding; of this amount, 3,111,069 common shares were held in the Company’s deferred benefit plans and are not entitled to vote. Each voting share is entitled to one vote.

Availability of Proxy Materials

The Company is pleased to continue to take advantage of the SEC rule which allows companies to furnish proxy materials to their shareholders over the Internet. As a result, the Company has mailed to most of its shareholders a Notice of Availability of Proxy Materials instead of a printed copy of all of the proxy materials. The Notice of Availability of Proxy Materials you received provides instructions on how to access and review the Company’s proxy materials, submit your vote on the Internet and request a printed copy of the Company’s proxy materials. The Company believes this process of sending you the Notice of Availability of Proxy Materials reduces the environmental impact of printing and distributing hard copy materials and lowers the cost of printing and distribution.

If you previously requested printed copies of the proxy materials, the Company has provided you with printed copies of the proxy materials instead of the Notice of Availability of Proxy Materials. If you would like to reduce the environmental impact and the costs the Company incurs in mailing proxy materials, you may elect to receive all future proxy materials electronically via the Internet. To request electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card for electronic delivery of future proxy materials.

The Company’s annual report is being made available to all shareholders entitled to receive notice of and to vote at the annual meeting. The annual report is not incorporated into this proxy statement and should not be considered proxy solicitation material.

Voting

If on the record date your shares were registered directly in your name with the Company’s transfer agent, you are a “shareholder of record.” As a shareholder of record, you may vote in person at the annual meeting or by proxy. To vote by proxy, sign and return the proxy card or submit your proxy via the Internet or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card. Voting by proxy does not affect your right to vote in person at the annual meeting. Whether or not you plan to attend the meeting, the Company urges you to vote by proxy.

If on the record date your shares were held through a broker, bank or other agent and not in your name, then you are a “beneficial owner.” If you are a beneficial owner, your shares are held in street name, as is the case for most of the Company’s shareholders. As a beneficial owner, you should have received a voting instruction form with the voting instructions from the organization holding your account, rather than from the Company, and you have the right to direct how the shares in your account are to be voted. Please complete and mail the voting instruction form as instructed to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet if permitted by your bank, broker or other agent by following the instructions provided in the Notice of Availability of Proxy Materials or voting instruction form. As a beneficial owner, you are also invited to attend the annual meeting. However, since you are not a shareholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your bank, broker or other agent. Follow the instructions from your broker, bank or other agent included with the proxy materials, or contact your bank, broker or other agent to request such form of proxy.

You may vote “For” all of the nominees for Trust Manager or you may “Withhold” your vote for any nominee you specify. You may vote “For” or “Against,” or “Abstain” from voting, for the ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for 2014 and on the advisory vote on executive compensation.

If you indicate a choice on your proxy on a particular matter to be acted upon, the shares will be voted as indicated.

If you are a shareholder of record and you return a signed proxy card but do not indicate how you wish to vote, the shares will be voted for all of the nominees for Trust Manager, for ratification of Deloitte as the Company’s independent registered accounting firm for 2014 and for approval of the advisory vote on executive compensation. If you do not sign a proxy card, your shares will not be voted and will not be deemed present for the purpose of determining whether a quorum exists.

If you are a beneficial owner and the organization holding your account does not receive instructions from you as to how to vote those shares, under the rules of the New York Stock Exchange (the “NYSE”), that organization may exercise discretionary authority to vote on routine proposals (such as the proposal to ratify the selection of Deloitte as the Company’s independent registered public accounting firm) but may not vote on non-routine proposals (such as the other matters). As a beneficial owner, you will not be deemed to have voted on such non-routine proposals. The shares which cannot be voted by banks, brokers or other agents on non-routine matters are called broker non-votes. Broker non-votes will be deemed present at the annual meeting for purposes of determining whether a quorum exists for the annual meeting. Broker non-votes will make a quorum more readily obtainable, but will not be counted as votes cast.

For election of Trust Managers, abstentions and broker non-votes will not affect the vote outcome. For ratification of the appointment of the Company’s independent registered accounting firm, an abstention will have the same effect as an “Against” vote, and as this is a routine matter, there will not be any broker non-votes. For approval of the advisory vote on executive compensation, an abstention will have the same effect as an “Against” vote, but a broker non-vote will not affect the vote outcome.

Revoking a Proxy

If you are a shareholder of record, you may revoke your proxy at any time before the annual meeting by delivering a written notice of revocation or a duly executed proxy card bearing a later date to the Company’s principal executive offices at 11 Greenway Plaza, Suite 2400, Houston, Texas 77046, attention: Corporate Secretary. Such notice or later dated proxy must be received by the Company prior to the annual meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person.

If you are a beneficial owner, please contact your broker, bank or other agent for instructions on how to revoke your proxy.

Quorum

The Company needs a quorum of shareholders to hold its annual meeting. A quorum exists when at least a majority of the Company’s outstanding shares entitled to vote on the record date are represented at the annual meeting either in person or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the annual meeting. Shareholders who vote “Abstain” on any proposal and discretionary votes by brokers, banks and related agents on the routine proposal to ratify the appointment of the Company’s independent registered accounting firm will be counted towards the quorum requirement.

Proxy Solicitation Costs

The Company will pay all of the costs of soliciting proxies. Some of the Company’s Trust Managers, officers and other employees may solicit proxies personally or by telephone, mail, facsimile or other electronic means of communication. They will not be specially compensated for these solicitation activities. The Company does not expect to pay any fees for the solicitation of proxies, but may pay brokerage firms and other custodians for their reasonable expenses for forwarding solicitation materials to the beneficial owners of shares.

Householding

The SEC has adopted rules which permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or Notice of Availability of Proxy Materials addressed to those shareholders. A number of brokers with account holders who are shareholders of the Company “household” the Company’s proxy materials in this manner. If you have received notice from your broker it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, annual report or Notice of Availability of Proxy Materials, please notify your broker and the Company’s investor relations department in writing at 11 Greenway Plaza, Suite 2400, Houston, Texas 77046 or by telephone at (800) 922-6336 or (713) 354-2787. If you currently receive multiple copies of the Notice of Availability of Proxy Materials or proxy statement at your address and would like to request householding of your communications, please contact your broker.

Other Business

The Company does not know of any matter to be presented or acted upon at the meeting, other than the proposals described in this proxy statement. If any other matter is presented at the meeting on which a vote may be properly taken, the shares represented by proxies will be voted in accordance with the judgment of the persons named as proxies on the proxy card or voting instruction form.

		2016 Proxy Statement  8

GOVERNANCE OF THE COMPANY

Board Independence and Meetings

The Board believes the purpose of corporate governance is to ensure the Company maximizes shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices the Board and senior management believebelieves promote this purpose, are sound and represent best practices. The CompanyBoard continually reviews these governance practices, the rules and listing standards of the New York Stock Exchange (“NYSE”) and SEC regulations, as well as best practices suggested by recognized governance authorities.

Currently, the Board has ten members.  To determine which of its members are independent, the Board used the independence standards adopted by the NYSE for companies listed on such exchange and also considered whether a Trust Manager had any other past or present relationships with the Company which created conflicts or the appearance of conflicts. The Board determined no Trust Manager, other than Richard J. Campo and D. Keith Oden, each of whom is employed by the Company, has any material relationship with the Company under the NYSE standards. As a result, the Company has a majority of independent Trust Managers on its Board as required by the listing requirements of the NYSE.

The Board met either in person or by conference call five times in 2013. All of the Trust Managers attended 75% or more of meetings of the Board and the committees on which they served during 2013. The Company encourages all of its Trust Managers to attend the annual meeting. All of the Trust Managers were present at last year’s annual meeting.

Executive Sessions

Independent Trust Managers have regularly scheduled executive sessions in which they meet without the presence of management or management Trust Managers. These executive sessions typically occur before or after each regularly scheduled meeting of the Board. Any independent Trust Manager may request an additional executive session be scheduled. The Trust Manager presiding over these executive sessions is Lewis A. Levey, the Lead Independent Trust Manager.

Board Leadership Structure; Board Role in Risk Oversight

Of the eight independent Trust Managers nominated for re-election at the meeting, sixfive are currently serving or have served as a chief executive officerCEO and/or chairman of the board of public companies. With respect to the Company’s twothree other independent Trust Managers, one was the founder and has been the CEO or senior executive of large media companies, one is a senior executive of an international financial institution and has been the dean of a large public school of business administration, and both have experience serving onone was a co-founder and a senior executive of a public boards.multifamily company. Accordingly, the Company believes all of its independent Trust Managers have demonstrated leadership in large enterprises and all are familiar with board processes. For additional information about the backgrounds and qualifications of the Trust Managers, see “Trust Manager Qualifications” and “Election“Proposal 1 - Election of Trust Managers” in this proxy statement.

The Board currently has three committees comprised solely of independent Trust Managers—Audit, Compensation, and Nominating and Corporate Governance—with each having a separate chair. Among various other duties set forth in the committee charters, (a) the Compensation Committee oversees the annual performance evaluation of the Company’s Chairman of the Board and Chief Executive Officer,CEO, President and other executive officers,Named Executive Officers, (b) the Nominating and Corporate Governance Committee is responsible for succession planning and monitors Board performance and best practices in corporate governance and the composition of the Board and its committees, and (c) the Audit Committee oversees the accounting and financial reporting processes as well as legal, compliance and risk management matters. The chair of each of these committees is responsible for directing the work of the committee in fulfilling these responsibilities.

The entire Board is actively involved in overseeing risk management; however, in accordance with NYSE requirements, the Audit Committee charter provides for the Audit Committee to discuss with management guidelines and policies to govern the process by which risk assessment and risk management is handled, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. Management regularly provides updates on risk management to the Audit Committee and the entire Board, and the Board regularly discusses the most significant market, credit, liquidity and operational risks the Company is facing. The Board also engages in regular discussions regarding risk management and related matters with the Company’s Chief Executive Officer,CEO, President, Chief Operating Officer, Chief Financial Officer, and other officers as the Board may deem appropriate.

In addition, each of the Board committees considers the risks within its area of responsibilities. For example, the Compensation Committee considers the risks which may be implicated by the executive compensation programs. The Company believes the leadership structure of the Board supports the Board’s effective oversight of risk management.

		2016 Proxy Statement  9

In accordance with the Company’s bylawsBylaws and Guidelines on Governance, the Board is responsible for selecting the Chief Executive OfficerCEO and the Chairman of the Board. The Company’s bylawsBylaws provide the Board of Trust Managers will select annually the Chairman of the Board based upon such criteria as the Nominating and Corporate Governance Committee of the Board of Trust Managers recommends and the Trust Managers believe to be in the best interests of the Company at a given point in time, and this process will include consideration of whether the roles of Chairman of the Board and Chief Executive OfficerCEO should be combined or separated based upon the Company’s needs and the strengths and talents of its executives at any given time.

Since the Company’s IPO in 1993, the Company’s Chairman of the Board has also servesserved as its Chief Executive Officer.CEO. Over this period, Mr. Campo has held both of these positions, and Mr. Oden has served as President with responsibility for the management of the Company’s operations. Messrs. Campo and Oden wereare the Company’s co-founders and have partnered to lead the Company’s growth and success. Having Mr. Campo serve as both Chairman of the Board and CEO has eliminated the potential for confusion or duplication of efforts. The Company’s Guidelines on Governance have at all times required the appointment of a Lead Independent Trust Manager. The Company believes it has been well-served by this leadership structure and having one person serve as Chief Executive OfficerCEO and Chairman of the Board, coupled with a Lead Independent Trust Manager, is best for the Company and its shareholders.

Under the Company’s bylawsBylaws and Guidelines on Governance, the Chairman of the Board is responsible for chairing Board meetings and annual shareholder meetings, setting the agendas for these meetings in consultation with the Lead Independent Trust Manager, and providing information to Board members in advance of each Board meeting and between Board meetings. Under the Company’s Guidelines on Governance, any Board member may recommend the inclusion of specific agenda items to the Chairman of the Board, the Lead Independent Trust Manager or the appropriate committee chair and such recommendations will be accommodated to the extent practicable. Under the Company’s Guidelines on Governance, the Lead Independent Trust Manager is responsible for the following:

		2016 Proxy Statement  10

Executive Sessions

Pursuant to the Company’s Guidelines on Governance, our independent Trust Managers have regularly scheduled executive sessions in which they meet without the presence of management or managementemployee Trust Managers. These executive sessions typically occur before or after each regularly scheduled meeting of the Board. Any independent Trust Manager may request an additional executive session be scheduled. The presiding Trust Manager over these executive sessions is the Lead Independent Trust Manager. The Company notesWe believe the responsibilities assigned to the Lead Independent Trust Manager are consistent with generally accepted requirements for a “countervailing governance structure” where a company does not have an independent board chairman.

The Company believes,We believe, in addition to fulfilling the Lead Independent Trust Manager responsibilities, the Trust Managers who have served as Lead Independent Trust Manager have made valuable contributions to the Company. The following have been among the most important contributions of the Lead Independent Trust Managers:Manager:

On an annual basis, as part of our review of the Company’s review of corporate governance and succession planning, the Board (led by the Nominating and Corporate Governance Committee) evaluates the Board leadership structure to ensure it remains the optimal structure for the Company and its shareholders.

The Company recognizesWe recognize different board leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. The Company believes itsWe believe the Company’s current leadership structure—under which its Chief Executive OfficerCEO serves as Chairman of the Board, the Board committees are chaired by, and all of the members are, independent Trust Managers, and a Lead Independent Trust Manager assumes specified responsibilities on behalf of the independent Trust Managers—remains the optimal board leadership structure for the Company and its shareholders.

Share Ownership GuidelinesBoard Meetings and Board Committees

The Board has adopted a share ownership policy for Trust Managers and executive officers. The current share ownership policy for Trust Managers provides for a minimum beneficial ownership targetAll of the Company’s common shares with a market value of $250,000 within three years of joining the Board. The current share

ownership policy for senior officers provides for a minimum beneficial ownership target of the Company’s common shares, within five years of becoming a senior officer, as follows:

Each Trust Manager who has served on the Board for three or more years, and each senior officer, currently meets the applicable ownership target.

Short Selling and Hedging Prohibition

The Company’s Guidelines on Governance provide the Trust Managers and officers may not make “short sales”attended 75% or more of any equity securitymeetings of the Company. “Short sales” are defined as salesBoard and the committees on which they served during 2015. We encourage all of securities thatour Trust Managers to attend the seller does not own at the timeannual meeting. All of the sale, or, if owned, securities that will not be delivered for a period longer than 20 days after the sale. In addition, Trust Managers, and officers may not engage in transactions in derivatives of the Company’s equity securities, including hedging transactions.except Mr. Webster were present at last year’s annual meeting.

Committees

		2016 Proxy Statement  11

The following table identifies each committee of the Board,

The Board currently has four committees. Information regarding these committees is set forth below.

Audit Committee. The current its members, key functions and the number of the Audit Committee are Kelvin R. Westbrook (Chair), William B. McGuire, Jr. and Frances Aldrich Sevilla-Sacasa.meetings held during 2015. Each member of the Audit, CommitteeCompensation, and Nominating and Corporate Governance Committees satisfies the applicable independence requirements for independence set forth in Rule 10A-3(b)(1)of applicable law, the SEC and NYSE. Written charters of the Exchange Act and the NYSE’s listing standards. The Board, after reviewing all of the applicable facts, circumstances and attributes, has determinedrespective committees are reviewed on an annual basis.

¹ Mr. Westbrook is an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.S-K, based on his expertise in accounting and financial management.

The² Mr. McGuire resigned from the Company’s Audit Committee operates under a written charter adopted by the Board, whicheffective November 2, 2015.

³ Mr. Ingraham was last amended on February 21, 2014. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. The Report of the Audit Committee is set forth beginning on page 49 of this proxy statement.

The Audit Committee’s responsibilities include assisting the Board in overseeing the integrity of the Company’s consolidated financial statements, its compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and the performance of the Company’s independent registered public accounting firm. In addition, the Audit Committee reviews, as it deems appropriate, the adequacy of the Company’s systems of disclosure controls and internal controls regarding financial reporting and accounting. In accordance with its charter, the Audit Committee has the sole authority to appoint and replace the independent registered public accounting firm, who reports directly to the Audit Committee, approve the engagement fee of the independent registered public accounting firm and pre-approve the audit services and any permitted non-audit services the independent registered public accounting firm may provide to the Company. During 2013, no member of the Audit Committee served on more than two other public company audit committees. The Audit Committee met five times in 2013.

Compensation Committee. The current members of the Compensation Committee are William F. Paulsen (Chair), F. Gardner Parker and Steven A. Webster. Each member of the Compensation Committee satisfies the requirements for independence set forth in the NYSE’s listing standards and the rules and regulations of the SEC. The Compensation Committee operates under a written charter adopted by the Board, which was last amended on February 15, 2013. The Compensation Committee reviews and assesses the adequacy of its charter on an annual basis. The Compensation Committee’s responsibilities include overseeing the Company’s compensation programs and practices and determining compensation for the Company’s executive officers. The Compensation Committee met two times in 2013.

Nominating and Corporate Governance Committee. The current members of the Nominating and Corporate Governance Committee are William B. McGuire, Jr. (Chair), Scott S. Ingraham and F. Gardner Parker. Each member of the Nominating and Corporate Governance Committee satisfies the requirements for independence set forth in the NYSE’s listing standards. Prior to February 21, 2014, the Company had separate Nominating and Corporate Governance Committees, as described below. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board on February 21, 2014. The Nominating and Corporate Governance Committee reviews and assesses the adequacy of its charter on an annual basis. The Nominating and Corporate Governance Committee’s responsibilities include selecting the Trust Manager nominees for election at annual meetings of shareholders and ensuring the Board and management are appropriately constituted to meet their fiduciary obligationsappointed to the Company’s shareholders and the Company by developing and implementing policies and processes regarding corporate governance matters.Audit Committee effective November 2, 2015.

Executive Committee. The current members of the Executive Committee are Richard J. Campo (Chair), William F. Paulsen and Lewis A. Levey. The executive committee may approve the acquisition and disposal of investments and the execution of contracts and agreements, including those related to the borrowing of money. The Executive Committee may also exercise all other powers of the Trust Managers, except for those which require action by all Trust Managers or the independent Trust Managers under the Company’s declaration of trust or bylaws or under applicable law. The executive committee did not meet in 2013.

		2016 Proxy Statement  12

During 2013, the Board had separate Nominating and Corporate Governance Committees, as described below.

The members of the Nominating Committee during 2013 were F. Gardner Parker (Chair), Scott S. Ingraham and William F. Paulsen, each of whom satisfied the requirements for independence set forth in the NYSE’s listing standards. The Nominating Committee operated under a written charter adopted by the Board, which was last amended on February 19, 2009. The Nominating Committee reviewed and assessed the adequacy of its charter on an annual basis. The Nominating Committee’s responsibilities included selecting the Trust Manager nominees for election at annual meetings of shareholders. The Nominating Committee met one time in 2013.

The members of the Corporate Governance Committee during 2013 were William B. McGuire, Jr. (Chair), Scott S. Ingraham and Steven A. Webster, each of whom satisfied the requirements for independence set forth in the NYSE’s listing standards. The Corporate Governance Committee operated under a written charter adopted by the Board, which was last amended on February 19, 2009. The Corporate Governance Committee reviewed and assessed the adequacy of its charter on an annual basis. The Corporate Governance Committee’s responsibilities included ensuring the Board and management were appropriately constituted to meet their fiduciary obligations to the Company’s shareholders and the Company by developing and implementing policies and processes regarding corporate governance matters. The Corporate Governance Committee met one time in 2013.

Consideration of Trust Manager Nominees

Shareholder Nominees.  The policy of the Nominating and Corporate Governance Committee is to consider all properly submitted shareholder nominations for candidates for membership on the Board. In evaluating such nominations, the Nominating and Corporate Governance Committee will seek to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria described below under “Trust Manager Qualifications.” The Nominating and Corporate Governance Committee will apply the same criteria to all candidates it considers, including any candidates submitted by shareholders. Any shareholder nomination proposed for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary

Camden Property Trust

11 Greenway Plaza, Suite 2400

Houston, Texas 77046

In addition, the Company’s bylawsBylaws permit nominations of Trust Managers at any annual meeting of shareholders by the Board or a committee of the Board or by a shareholder of record entitled to vote at the annual meeting. In order for a shareholder to make a nomination, the shareholder must provide a notice along with the additional information and material required by the Company’s bylawsBylaws to its corporate secretary at the address set forth above not less than 60 nor more than 90 days prior to the date of the applicable annual meeting. However, if the Company does not provide at least 70 days’ notice or prior public disclosure of the date of the meeting, the Company must receive notice from a shareholder no later than the close of business on the 10^th day following the day on which such notice of the date of the applicable annual meeting was mailed or such public disclosure of the date of such annual meeting was made, whichever first occurs. You may obtain a copy of the full text of the bylawBylaw provision by writing to the Company’s corporate secretary at the address set forth above. A copy of the Company’s bylawsBylaws has been filed with the SEC as an exhibit to its Current Report on Form 8-K dated March 12, 2013.

Identifying and Evaluating Nominees.  The Nominating and Corporate Governance Committee assesses whether any vacancies on the Board are expected due to retirement or otherwise. In the event vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee intends to utilize a variety of methods for identifying and evaluating nominees for Trust Manager. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will consider all properly submitted shareholder nominations for candidates to the Board. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee at a regularly scheduled meeting, which is generally the first meeting prior to the issuance of the proxy statement for the Company’s annual meeting. If any materials are provided by a shareholder in connection with the nomination of a Trust Manager candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties, and/or utilize the findings or recommendations of a search committee composed of other Trust Managers, in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating and Corporate Governance Committee will seek to achieve a balance of knowledge, experience and capability on the Board.

Trust Manager QualificationsQualifications..  The Company’s Guidelines on Governance contain Board membership criteria which the Nominating and Corporate Governance Committee uses in evaluating nominees for a position on the Board. Under these criteria, a majority of the Board must be comprised of independent Trust Managers. The Nominating and Corporate Governance Committee works with the Board to determinate the appropriate characteristics, skills and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. Characteristics expected of each Trust Manager include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee takes into account an understanding of the Company’s business, including real

		2016 Proxy Statement  13

estate markets generally, the development, ownership, operation and financing of multifamily communities, and various matters unique to REITs. The Nominating and Corporate Governance Committee considers a number of other factors, including a general understanding of finance and other disciplines relevant to the success of a large publicly-traded company in today’s business environment, educational and professional background, personal accomplishment, and geographic, gender, age and ethnic diversity. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group which can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. The Nominating and Corporate Governance Committee evaluates each incumbent Trust Manager on an annual basis to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the Trust Manager’s contributions to the Board during his or her current term.

Each See the discussion starting on page49 for a description of the nominees for election to the Board this year has previously served as a memberkey qualifications of the Board. In addition to fulfilling the criteria described above, each nominee also brings a strong background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and Board service, executive management, media and technology enterprises, private equity investment, and multifamily and related businesses. Set forth below are the conclusions reached by the Board with regard to its nominees.

Messrs. Campo and Oden co-founded the Company’s predecessor companies in 1982 and have spent over 30 years building the Company from a Texas-based real estate firm with assets valued at $200 million in 1993 to an industry leader with a national footprint and real estate assets totaling approximately $7.1 billion.

Mr. Campo’s leadership in the multifamily industry is further evidenced by his being named byMultifamily Executivemagazine as one of the 10 most influential executives of the decade and his holding strategic roles within the real estate industry, having served on the executive board as chairman for the National Multi-Housing Council (NMHC), as an executive committee member for the Urban Land Institute (ULI) and on the board of directors of the National Association of Real Estate Investment Trusts (NAREIT). He is also involved in numerous local charitable organizations and has served on the boards of directors of several organizations which focus on the economic development, business outlook and future growth of Houston.

Mr. Oden drives the Company’s strategic initiatives, leads the property operations and corporate support services, and promotes the Company’s culture. Through Mr. Oden’s leadership, the Company has been on the leading edge of incorporating technology into the Company’s platform through web-based property management and revenue management systems to strengthen on-site operations. Mr. Oden leads the Company’s strong workplace culture based on collaboration, trusting relationships and fun, resulting in the Company being ranked #11 onFORTUNE^® magazine’s 17^th annual “100 Best Companies to Work For” list, marking the seventh consecutive year the Company has been included on FORTUNE’s list. Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas and serves as advisor, financial supporter, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance.

Mr. Ingraham brings marketing and business leadership skills from his being a co-founder of three start-up companies, including the multifamily residential real estate leasing web site, Rent.com. He also has over 30 years of experience in other commercial real estate related endeavors and has served as chief executive officer of a public multifamily REIT. Mr. Ingraham also has experience in finance, including real estate investment banking. He is also a member of the board of directors of a public property management software company and a public office property REIT, and serves on each of their audit committees.

Mr. Levey’s experience as a co-founder of a public multifamily REIT and a real estate investment firm, where he provides strategic real estate consulting and advisory services to both private and institutional owners as well as leasing and management services, gives him the leadership and consensus-building skills to serve as the Lead Independent Trust Manager. He also serves on the board of directors of a public financial services company and is active in business organizations including formerly serving in leadership positions with the Urban Land Institute (ULI) and National Multi-Housing Council (NMHC), and serves on the boards of directors of various civic organizations.

Mr. McGuire brings almost 40 years of experience in real estate brokerage, development and management to the Board, including as co-chairman of the board of a public multifamily REIT. He has been active in a number of professional and community organizations, including the Urban Land Institute (ULI), The Charlotte City Club and Habitat for Humanity of Charlotte, and is the founder and former president of The Neighborhood Medical Clinic. Mr. McGuire is a National Association of Corporate Directors (NACD) Board Leadership Fellow.

Mr. Parker has an extensive background in public accounting. He was a partner of one of the world’s largest accounting firms and serves on the boards and audit committees of several public and private companies. He also brings financial experience to the Board through his involvement in structuring private and venture capital investments for the past 30 years. Mr. Parker is a National Association of Corporate Directors (NACD) Board Leadership Fellow.

Mr. Paulsen has almost 30 years of experience in multifamily development and management, including as co-chairman of the board and chief executive officer of a public multifamily REIT. He has also served on the board of directors of a public structured finance REIT, and has been active in a number of professional and community organizations. Mr. Paulsen is a National Association of Corporate Directors (NACD) Board Governance Fellow.

Ms. Sevilla-Sacasa brings an extensive background in international business and the global financial industry to the Board. She has served over 30 years in leadership positions with firms such as Bank of America, U.S. Trust, Citigroup, Deutsche Bank and Bankers Trust Company, where she led wealth management businesses for the United States, Latin America, and Europe, in addition to a global trust business serving clients from all over the world, and currently serves as Chief Executive Officer of Itaú Private Bank International, Miami Operations. She has served as Interim Dean of the University of Miami School of Business Administration, where she led a school of almost 2,500 students, 125 faculty members and eight academic departments, and is currently executive advisor to the Dean, providing advice on strategic initiatives, organizational issues and external outreach. Ms. Sevilla-Sacasa currently serves as a director of a number of members of the Delaware Investments family of funds and dedicates time as a trustee and volunteer with a number of non-for-profit and charitable organizations in Miami.

Mr. Webster brings business leadership skills from his over 30-year career in venture capital and investment activities. He has founded an investment banking firm, a public offshore drilling contractor and a public oil and gas exploration and production company. Mr. Webster also co-founded and/or was a lead investor in numerous other successful ventures in the energy business, and he has been a lead investor in several companies outside the energy business. He currently serves as co-chief executive officer and co-managing partner of a private equity investment firm and as a director of several other companies.

Mr. Westbrook brings legal, media and marketing expertise to the Board. He is a former partner of a national law firm and was the president, chief executive officer and co-founder of two large cable television and broadband companies. Mr. Westbrook currently serves on the boards of three other public companies and a multi-billion dollar not-for-profit healthcare services company and devotes energy to community projects and charity work in St. Louis. He has been featured byBlack Enterprise magazine as the CEO of one of the nation’s 100 largest businesses owned by African Americans.nominee.

Limits on Service on Other Boards.  In the Company’s Guidelines on Governance, the Board recognizedrecognizes its members benefit from service on the boards of other companies. The Company encourages this service but also believes it is critical Trust Managers have the opportunity to dedicate sufficient time to their service on the Board. To this end, the Company’s Guidelines on Governance provide employee Trust Managers may not serve on more than two public company boards in addition to the Board. Individuals who serve on more than six other public company boards will not normally be asked to join the Board and individuals who serve on more than two other public company audit committees will not normally be asked to join the Company’s Audit Committee unless, in any such case, the Board determines such simultaneous service would not impair the ability of such individual to effectively serve on the Board or the Company’s Audit Committee.

Term Limits; Retirement Age.  Trust Managers hold office for one-year terms. The Company’s Guidelines on Governance provide, as a general matter, non-employee Trust Managers will not stand for election to a new term of service at any annual meeting following their 75^th birthday. The Board may approve exceptions to this practice when it believes it is in the Company’s interest to do so.

The Board does not believe it should establish term limits for Trust Manager service, instead preferring to rely upon the mandatory retirement age and the evaluation procedures described above as the primary methods of ensuring each Trust Manager continues to act in a manner consistent with the best interests of the Company, its shareholders and the Board. The Board believes term limits have the disadvantage of losing the contribution of Trust Managers who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.

Guidelines on Governance and Codes of Ethics

The Board has adopted Guidelines on Governance to address significant corporate governance issues. These guidelines provide a framework for the Company’s corporate governance initiatives and cover a variety of topics, including the role of the Board, Board selection and composition, Board committees, Board operation and structure, Board orientation and evaluation, Board planning and oversight functions, and executive share ownership.ownership of certain officers. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to the Board any changes to the guidelines.

The Board has also adopted a Code of Business Conduct and Ethics, which is designed to help officers, Trust Managers and employees resolve ethical issues in an increasingly complex business environment. It covers topics such as reporting unethical or illegal behavior, compliance with law, share trading, conflicts of interest, fair dealing, protection of the Company’s assets, disclosure of proprietary information, internal controls, personal community activities, business records, communication with external audiences, and obtaining assistance to help resolve ethical issues. The Company has also adopted a Code of Ethical Conduct for Senior Financial Officers, which is applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions.

		2016 Proxy Statement  14

Communication With the Board

Any shareholder or interested party who wishes to communicate with the Board or any specific Trust Manager, including independent Trust Managers, may write to:

Depending on the subject matter, Mr. Levey will:

At each meeting of the Board, the Lead Independent Trust Manager will present a summary of all communications received since the last meeting of the Board and will make those communications available to any Trust Manager on request.

ELECTION OF TRUST MANAGERSShare Ownership Guidelines

There are currently tenThe Board has adopted a share ownership policy for Trust Managers onand certain senior officers. The current share ownership policy for Trust Managers provides for a minimum beneficial ownership target of the Company’s common shares with a market value of $250,000 within three years of joining the Board. The Nominating and Corporate Governance Committeecurrent share ownership policy for senior officers provides for a minimum beneficial ownership target of the Board recommended, andCompany’s common shares, achieved with the Board has selected, eachlesser of the ten current Trust Managersa multiple of base salary or number of shares, within five years of becoming a senior officer, as a nominee for election at the annual meeting. No Trust Manager was selected for nomination at the 2014 annual meeting as a result of any arrangement or understanding between thatfollows:

Each Trust Manager and senior officer currently meets the applicable ownership target.

Short Selling and Hedging Prohibition

The Company’s Guidelines on Governance provide the Trust Managers and officers may not make “short sales” of any other person.

Trust managers electedequity security of the Company. “Short sales” are defined as sales of securities that the seller does not own at the meetingtime of the sale, or, if owned, securities that will hold officenot be delivered for a one-year term. Unless you withhold authority to vote for one or more nominees,period longer than 20 days after the persons named as proxies intend to vote for electionsale. In addition, Trust Managers and officers may not engage in transactions in derivatives of the ten nominees.Company’s equity securities, including hedging transactions.

All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for re-election, the Board may either reduce the size of the Board or the Nominating and Corporate Governance Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

Set forth below are the nominees, together with their age, biographical information and directorships held at public companies during the previous five years. For information regarding the conclusions reached by the Board with regard to its nominees, see “Governance of the Company—Consideration of Trust Manager Nominees—Trust Manager Qualifications.”

Richard J. Campo
Age:		59
Trust Manager Since:		1993
Principal Occupation:		Chairman of the Board and Chief Executive Officer of the Company since 1993
Other Current Directorships:		None
Past Directorships:		None
Scott S. Ingraham
Age:		60
Trust Manager Since:		1998
Principal Occupation:		Private Investor and Strategic Advisor since 2005
Other Current Directorships:		Kilroy Realty, Inc. (office property REIT) and RealPage, Inc. (property management software)
Past Directorships:		LoopNet, Inc. (online commercial real estate services) (2006-2012)
Lewis A. Levey
Age:		72
Trust Manager Since:		1997 (Lead Independent Trust Manager since February 2008)
Principal Occupation:		Chairman of Enhanced Value Strategies, Inc., a management consulting firm, and a principal of EVS Realty Advisors, Inc., a commercial real estate brokerage, management and leasing firm, since 1997
Other Current Directorships:		Enterprise Financial Services Corp. (financial services)
Past Directorships:		None
William B. McGuire, Jr.
Age:		69
Trust Manager Since:		2005
Principal Occupation:		Private Investor since 2005
Other Current Directorships:		None
Past Directorships:		None 2016 Proxy Statement  15

BOARD COMPENSATION

We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. In setting Board compensation, the Board considers the significant amount of time Trust Managers expend in fulfilling their duties as well as the skill level required by members of the Board.

For 2015, we paid each non-employee Trust Manager an annual fee of $55,000. A Trust Manager may elect to receive his or her annual fee in shares. These shares are valued at 150% of the cash value of the annual fee, and will vest 25% on date of grant and 25% in each of the next three years, subject to accelerated vesting upon the Trust Manager reaching the age of 65 years. Historically, most non-employee Trust Managers have tended to elect to receive their annual fees in shares, further aligning compensation with the creation of shareholder value. Also, each non-employee Trust Manager receives share awards with a market value of $100,000 on the date of grant upon his or her election to the Board and on each succeeding year he or she is reelected as a Trust Manager. In 2015, the following additional annual cash fees were paid:

We also reimburse Trust Managers for travel expenses incurred in connection with their activities on the Company’s behalf.

The table below summarizes the compensation the Company paid to each non-employee Trust Manager for 2015:

(1)         Richard J. Campo, Chairman of the Board and CEO, and D. Keith Oden, President, are not included in this table as they are employees and thus receive no compensation for their services as Trust Managers. The compensation received by Messrs. Campo and Oden as employees is shown in the Summary Compensation Table on page38.

(2)         The dollar amount reported is the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718,Compensation-Stock Compensation. Assumptions used in the calculation of these amounts are included in note 10 to the audited consolidated financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

D. Keith Oden
Age:		57
Trust Manager Since:		1993
Principal Occupation:		President of the Company since March 2008
Other Current Directorships:		None
Past Directorships:		None
F. Gardner Parker
Age:		72
Trust Manager Since:		1993 (Lead Independent Trust Manager 1998 to February 2008)
Principal Occupation:		Private Investor since 1984
Other Current Directorships:		Director of Carrizo Oil & Gas, Inc. (oil and gas exploration and development), Hercules Offshore, Inc. (offshore drilling and liftboat services) and Triangle Petroleum Corporation (oil and gas exploration and development). Non-Executive Chairman of the Board of Sharps Compliance Corp. (waste management services).
Past Directorships:		Pinnacle Gas Resources, Inc. (natural gas exploration and development) (2003-2010)
William F. Paulsen
Age:		67
Trust Manager Since:		2005
Principal Occupation:		Private Investor since 2005
Other Current Directorships:		None
Past Directorships:		Crystal River Capital, Inc. (structured finance REIT) (2005-2010)
Frances Aldrich Sevilla-Sacasa
Age:		58
Trust Manager Since:		2011
Principal Occupation		Chief Executive Officer of Itaú Private Bank International, Miami Operations, since April 2012
Recent Business Experience:		Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of US Trust, Bank of America Private Wealth Management from July 2007 to December 2008
Other Current Directorships:		Delaware Investments, an asset management firm, with oversight responsibility for all of the portfolios in that mutual fund family
Past Directorships:		None
Steven A. Webster
Age:		62
Trust Manager Since:		1993
Principal Occupation:		Co-Chief Executive Officer and Co-Managing Partner, Avista Capital Partners, a private equity investment firm, since 2005
Other Current Directorships:		Director of ERA Group Inc. (helicopter operations and leasing), Hercules Offshore, Inc. (offshore drilling and liftboat services) and Hi-Crush Partners LP (proppant supplier for oil and natural gas operations). Non-Executive Chairman of the Board of Basic Energy Services, Inc. (oil and gas wellsite services) and Carrizo Oil & Gas, Inc. (oil and gas exploration and development).
Past Directorships:		Seacor Holdings, Inc. (tanker and marine services) (2005-2012), Geokinetics Inc. (seismic data acquisition services) (1997-2012), Pinnacle Gas Resources, Inc. (natural gas exploration and development) (2003-2009) and Encore Bancshares (bank holding company) (2000-2009) 2016 Proxy Statement  16

As of December 31, 2015, none of the non-employee Trust Managers held any vested or unvested options and such persons held the following numbers of vested and unvested share awards related to Trust Manager annual fees:

(3)         The Company does not have a pension plan. There were no earnings on nonqualified deferred compensation which were above-market or preferential.

(4)         Represents amounts paid pursuant to a defined post-retirement benefit plan relating to prior service with Summit Properties Inc. for health benefits, secretarial and computer-related services, and office facilities.

Kelvin R. Westbrook
Age:		58
Trust Manager Since:		2008
Principal Occupation:		President and Chief Executive Officer of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services in the telecommunications, media and other industries, since September 2007
Other Current Directorships:		Archer-Daniels Midland Company (agribusiness-crop origination and transportation), Stifel Financial Corp. (financial services) and T-Mobile USA Inc. (mobile telecommunications)
Past Directorships:		None 2016 Proxy Statement  17

Required Vote

Each nominee must be re-elected by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting.

The Board recommends you vote FOR the nominees listed above.

EXECUTIVE OFFICERS

There is no family relationship among any of the Trust Managers or executive officers. No executive officer was selected as a result of any arrangement or understanding between that executive officer and any other person. All executive officers are elected annually by, and serve at the discretion of, the Board.

The Company’s current executive officers and their ages, current positions and recent business experience (all of which was with the Company or its wholly-owned subsidiaries)Company) are as follows:

Cynthia B. Scharringhausen			54			Senior Vice President-Human Resources (March 2008-present)
William W. Sengelmann2016 Proxy Statement  18			55			Senior Vice President-Real Estate Investments (March 2008-present)
Kristy P. Simonette			47			Senior Vice President-Strategic Services (December 2009-present)		Vice President-Information Technology and Chief Information Officer (May 2008-December 2009)
Thomas H. Sloan			49			Senior Vice President-Operations (May 2012 to present)		Regional Vice President (March 2005-November 2009), Divisional Vice President (November 2009-May 2012)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table shows how many shares were owned by the Trust Managers and named executive officers as of March 14, 2014,16, 2015, including shares such persons had a right to acquire within 60 days after March 14, 201416, 2015 through the exercise of vested options to purchase shares held in a rabbi trust, ordinary share options and through the exchange of units of limited partnership interest in the Company’s operating partnerships. The following table also shows how many shares were owned by beneficial owners of more than 5% of the Company’s common shares as of March 14, 2014.16, 2015. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below.

		Vested Options Held in a Rabbi Trust				Other Vested Options				Units of Limited Partnership Interest
D. Keith Oden			655,041	(a)			205,044				—
Richard J. Campo			655,650	(b)			205,044				—
William B. McGuire, Jr.			—				—				414,803	(c)
William F. Paulsen			—				—				356,575	(d)
Lewis A. Levey			17,599				—				159,692	(e)
H. Malcolm Stewart			131,166	(f)			32,207				—
Scott S. Ingraham			80,291				—				—
Steven A. Webster			20,799				—				—
William W. Sengelmann			19,236				4,058				—
Alexander J. Jessett			2,199				—				—
Dennis M. Steen			7,176				—				—
F. Gardner Parker			6,772				—				—
Kelvin R. Westbrook			—				—				—
Frances Aldrich Sevilla-Sacasa			—				—				—
All Trust Managers and executive officers as a group (21 persons)(14)			1,643,687				486,439				931,071

		2016 Proxy Statement  19

(4)

On March 14, 2014, 3,111,06916, 2016, 3,176,005 common shares were held in the Company’s deferred benefit plans, and are treated as treasury shares for voting purposes; for purposes of calculating the percentage ownership of outstanding common shares in this proxy statement, these shares are not considered outstanding.

		2016 Proxy Statement  20

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SECTION 16(a)BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during or with respect to 2013, The Company believes all SEC filing requirements applicable to Trust Managers, officers and beneficial owners of more than 10% of the Company’s common shares were complied with in 2013.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is not a party to any transaction with executive officers or Trust Managers which is required to be disclosed under Item 404(a) of Regulation S-K, except as described below. In addition, the Company has not made any contributions to any tax exempt organization in which any independent Trust Manager serves as an executive officer within the preceding three years which, for in any single fiscal year, exceeded the greater of $1 million, or 2% of such tax exempt organization’s consolidated gross revenues.

Prior to the merger of the Company with Summit Properties Inc. (“Summit”) in 2005, Summit entered into an amended and restated employment agreement with William F. Paulsen, who is a Trust Manager. The Company assumed this agreement as a result of the merger with Summit and subsequently entered into a separation agreement with Mr. Paulsen, which was effective as of the effective time of the merger with Summit on February 28, 2005. Pursuant to the separation agreement, as of the effective time of the merger, Mr. Paulsen resigned as an officer and director of Summit and all entities related to Summit, and the employment agreement between Summit and Mr. Paulsen was terminated. Also pursuant to the separation agreement, Mr. Paulsen continues to receive health benefits at a cost comparable to those paid by similarly situated employees, secretarial and computer-related services, and office facilities for the remainder of his life, which payments totaled $137,608 in 2013.

EXECUTIVE COMPENSATION

Compensation Policies and Practices Relating to Risk Management

The Company has developed a framework to assist the Compensation Committee in ascertaining potential material risks and how they may link to the Company’s compensation program. The Compensation Committee conducted an analytical review focusing on several key areas of the Company’s compensation program for the Company’s Named Executive Officers, including external market references, pay mix, selection of performance metrics, goal setting process, and checks and balances on the payment of compensation. This provided a process to consider if any of the Company’s current programs, practices or procedures regarding Named Executive Officer compensation should be altered to ensure the Company maintains an appropriate balance between prudent business risk and resulting compensation.

As a result of this process, the Compensation Committee concluded while a significant portion of the Company’s Named Executive Officer compensation program is performance-based, the Compensation Committee does not believe the program encourages excessive or unnecessary risk-taking and the Company’s policies and procedures largely achieved the appropriate balance between annual goals and the Company’s long-term financial success and growth. While risk-taking is a necessary part of growing a business, the Compensation Committee focuses on aligning the Company’s compensation policies with its long-term interests and avoiding short-term rewards for management decisions which could pose long-term risks to the Company, as follows:

	•
		2016 Proxy Statement  22

In summary, by structuring the Company’s compensation program so a considerable amount of a Named Executive Officers’ wealth of its executives is tied to itsthe Company’s long-term health, the Company believeswe believe it avoids the type of disproportionately large short-term incentives which could encourage executivesthe Named Executive Officers to take risks not in the Company’s long-term interests, and theinterests. The Company provides incentives to manage for long-term performance. The Company believeshealth. We believe this combination of factors encourages its executives and other employeesNamed Executive Officers to manage the Company in a prudent manner.

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During 2015, the Compensation Committee consisted of William F. Paulsen, F. Gardner Parker, and Steven A. Webster. None of these persons has been an employee or officer of the Company nor has any relationship or affiliation with the Company, other than his service as Trust Manager.

		2016 Proxy Statement  23

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the key principles and factors underlying the Company’sour executive compensation policies for 20132015 for the Company’s named executive officers,Named Executive Officers, who are:

On May 9, 2013, we announced Alexander J. Jessett was appointed as Senior Vice President-Finance, Chief Financial Officer and Treasurer following the retirement of Dennis M. Steen as Senior Vice President-Finance and Chief Financial Officer. Mr. Steen received consideration in accordance with a Separation Agreement and General Release between Mr. Steen and the Company.

This Compensation Discussion and Analysis discusses the Company, its business and individual measures used in assessing performance. These measures are discussed in the limited context of the Company’sour executive compensation program. You should not interpret them as statements of the Company’s expectations or as any form of guidance by the Company. The Company cautionsWe caution and urgesurge you not to apply the statements or disclosures it makesmade in this Compensation Discussion and Analysis in any other context.

The Company’sOur shareholders approved the Company’s executive compensation at the 20132015 annual meeting of shareholders.shareholders by an approximate 98% affirmative vote.

ExecutiveCompany’s Compensation Philosophy and Objectives

Executive Compensation PhilosophyObjectives.

The

Mix of Compensation Elements. When setting compensation, philosophy is as follows:the Compensation Committee seeks to achieve optimal balance between:

Elementsgoals. The mix of Compensation

The Company seeks to achieve theexecutive compensation objectives through six compensation elements:elements is heavily leveraged toward variable, performance-based compensation.

		2016 Proxy Statement  24

The Company believes these elements combine to promote the objectives described above. Base salary, termination payments, where applicable, and perquisites and other personal benefits provide compensation to help attract and retain highly qualified executives. Performance-based bonuses and awards reward achievement of annual goals important to the Company’s business and shareholder value-creation strategies. Equity-based compensation aligns each executive’s compensation directly with the creation of longer-term shareholder value and promotes retention.

For senior executives, including the named executive officers, the Company believes equity and performance-based compensation should be a higher percentage of total compensation than for less senior executives. Equity and performance-based compensation relate most directly to achievement of strategic and financial goals and to building shareholder value, and the performance of senior executives has a strong and direct impact in achieving these goals.

In making decisions with respect to any element of a named executive officer’s compensation, the Compensation Committee considersof the total currentBoard. The Compensation Committee determines the compensation, which may be awarded toincluding related terms of employment agreements, for each of the officer, including salary, annual bonus, performance awards and long-term incentive compensation.Named Executive Officers. The Compensation Committee’s goal isresponsibilities include:

The Compensation Committee meets outside of the presence of management to awarddiscuss compensation which is reasonabledecisions and matters relating to the development and implementation of compensation programs.

Executive Officer Roles in relationSetting Compensation. Richard J. Campo, Chairman of the Board and CEO, and D. Keith Oden, President, make recommendations to the Compensation Committee based on the compensation philosophy when all elementsand objectives set by the Compensation Committee as well as current business conditions. More specifically, for each Named Executive Officer, including themselves, Messrs. Campo and Oden review competitive market data and recommend to the Compensation Committee the performance measures and target goals, in each case for the review, discussion and approval of potentialthe Compensation Committee. For each Named Executive Officer other than themselves, Messrs. Campo and Oden also review the rationale and guidelines for compensation are considered.and annual share awards for the review, discussion and approval of the Compensation Committee. Messrs. Campo and Oden may attend meetings of the Compensation Committee at the request of the Compensation Committee chair, but do not attend executive sessions and do not participate in any Compensation Committee discussions relating to the final determination of their own compensation.