SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

CEDAR REALTY TRUST, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

April 2, 2018

Dear Fellow Stockholders:

Please join my fellow directors and me at our 2018 Annual Meeting of Stockholders, which will be held on Wednesday, May 2, 2018, at our corporate headquarters in Port Washington, New York. The business we will conduct at the meeting is described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

2017 was a pivotal year in the continued transformation of Cedar Realty Trust into a leading shopping center REIT, and we worked tirelessly in 2017 toward implementing this objective for our stockholders. Notwithstanding headwinds in the retail sector created by changes in consumer behavior, shifting demographics into urban markets, and shrinking margins driven by technological advances ande-commerce, the important decisions we made back in 2011 to reinforce our balance sheet and prune our portfolio to better withstand these types of secular disruptions are showing their strength in these challenging times.

While we look to the year ahead full of confidence and excitement as we continue to execute on our vision of unlocking value for our stockholders, we are wistful to bid farewell to our esteemed director, Senator Paul Kirk, who has advised us of his intention to retire from our Board as of the 2018 Annual Meeting. Paul has served this Board and Company faithfully and honorably over these past thirteen years, including as Chair of our Nominating/Corporate Governance Committee. It has been our honor and privilege to have Paul on our Board, and we wish him well in his retirement in as much as we are sad to see him go. We expect to announce our new director appointment in due course, as our search is already underway.

We welcome the opportunity to present you with the information contained in our Proxy Statement and we hope that, after you review it, you will vote at the Annual Meeting (either in person or by proxy) in accordance with the Board of Directors’ recommendations.

Your vote is extremely important. Whether or not you plan to attend the meeting, please vote your shares as soon as possible electronically through the Internet, by telephone or by completing, signing and returning the enclosed proxy card. If you vote electronically or by telephone, you do not need to return the enclosed proxy card. More detailed instructions on how to vote are provided onpages 6-9 of the Proxy Statement.

I, together with the Board, thank you for your continued investment, loyalty and support.

Sincerely,

BRUCE J. SCHANZER

President and Chief Executive Officer

CEDAR REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 3, 20162, 2018

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cedar Realty Trust, Inc. (the “Company”) will be held at the offices of the Company, 44 South Bayles Avenue, Port Washington, NY 11050, on Tuesday,Wednesday, May 3, 20162, 2018 at 10:00 in the morning for the following purposes:

1. To elect seven directors.

2. To vote upon an advisory (non-binding) resolution to approve executive compensation.

3. To approve the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016.

4.

In addition, stockholders will transact suchany other business as maythat properly comecomes before the meeting or any adjournment thereof.

The Company recommendsand the Board recommend a vote “FOR” proposals 1, through 3.2, 3 and 4. You should carefully review the accompanying Proxy Statement which contains additional information.

Stockholders of record in our common stock at the close of business on March 11, 2016,9, 2018 shall be entitled to notice of, and to vote at, the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 3, 2016. THE PROXY

STATEMENT AND OUR 20152017 ANNUAL REPORT ARE AVAILABLE AT

HTTP://WWW.CEDARREALTYTRUST.COM.WWW.CEDARREALTYTRUST.COM.

By order of the Board of DirectorsSincerely,

BARUCEDINA J.G. SCHANZERTORCH, ESQ.

Executive Vice President, General Counsel and CEO Corporate Secretary

Dated: March 24, 2016April 2, 2018

Port Washington, NY

TABLE OF CONTENTS

TABLE OF CONTENTS

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TABLE OF CONTENTS

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PROXY STATEMENT EXECUTIVE SUMMARY

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 2018 Annual Meeting of Stockholders

DATE AND TIME:		Wednesday, May 2, 2018 at 10:00 a.m. local time
PLACE:		44 South Bayles Avenue, Port Washington, NY 11050
RECORD DATE:		Friday, March 9, 2018

Items of Business and Board of Directors Vote Recommendations

Stockholder Proposals   Proposal			30	Board Vote Recommendation		Page Number
Proposal 1:		To elect six directors to serve until the next annual meeting of stockholders or until earlier death, resignation or removal		Householding✓    FOR		10
Proposal 2:		To ratify the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the year ending December 31, 2018		✓  FOR		51
Proposal 3:		Advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement		✓  FOR		52
Proposal 4:		To vote on an amendment to the Company’s charter that, if approved, would permit stockholders to act to amend ourby-laws		✓    FOR		53

Our Director Nominees (Page 10)

Name

Age

Director Since

Independent

AC

CC

N/CGC

Abraham Eisenstat(1)

48

2015

Yes

(2)

Gregg A. Gonsalves(1)

50

2017

Yes

Pamela N. Hootkin(1)

70

2008

Yes

C

Steven G. Rogers(1)

63

2016

Yes

C

Bruce J. Schanzer(3)

49

2011

No

Roger M. Widmann(4)

78

2003

Yes

(1)	Audit Committee Financial Expert

(2)	Senator Kirk will remain Chairman of the Nominating/Corporate Governance Committee until his retirement, effective as of the 2018 Annual Meeting on May 2, 2018, at which time Abraham Eisenstat will assume the role of Chairman of the Nominating/Corporate Governance Committee.

(3)	President and Chief Executive Officer

(4)	Chairman of the Board

KEY: AC = Audit Committee     CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee      = Member     C = Chair

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PROXY STATEMENT

CEDAR REALTY TRUST, INC.

44 SOUTH BAYLES AVENUE SUITE 304

PORT WASHINGTON, NEW YORK 11050

PROXY STATEMENT

The accompanyingWe are sending you this Proxy is solicitedStatement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”),the Company, for use at the 2018 Annual Meeting of Stockholders (“2018 Annual Meeting”) or any adjournment thereof. The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2017 is being mailed herewith to each stockholder of record.Stockholders may obtain a copy of the Company’s 2017 Annual Report on Form10-K, without charge, by writing to the Company at 44 South Bayles Avenue, Port Washington, New York 11050, Attention: Investor Relations. The 2017 Annual Report on Form10-K is also available on the Company’s website,www.cedarrealtytrust.com.

It is intended that this Proxy Statement and form of proxy will first be sent or given to stockholders on or about April 2, 2018.

ABOUT THE ANNUAL MEETING

When and where is the Annual Meeting?

The 2018 Annual Meeting will be held on Wednesday, May 3, 2016,2, 2018 at 10:00 ina.m. local time at 44 South Bayles Avenue, Port Washington, New York 11050.

What is the morning,purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following proposals:

In addition, stockholders will transact any other business that properly comes before the Annual Meeting or any postponement or adjournment thereof, at whichthereof.

Who is entitled to vote?

Only stockholders of record at the close of business on March 11, 2016 shall bethe record date (March 9, 2018) are entitled to vote. The costnotice of solicitationand to vote at the Annual Meeting. Stockholders are entitled to cast one vote for each share held by them on each matter to be voted upon.

Who can attend the annual meeting?

All holders of common shares of the Company at the close of business on March 9, 2018, the record date for the annual meeting, or their duly appointed proxies, will be borne byare authorized to attend the Company. The Company has retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $10,500, plus all reasonable out-of-pocket expenses. The Company may use the services of its directors, officers, employees and others to solicit proxies, personally or by telephone; arrangements may also be made with brokerage housesannual meeting. Cameras, recording devices and other custodians, nominees, fiduciarieselectronic devices will not be permitted at the meeting.

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PROXY STATEMENT

Please also note that if you hold your shares in “street name” (that is, through a bank, broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your share ownership as of March 9, 2018.

What constitutes a quorum?

On the record date of March 9, 2018, the Company had 91,712,183 shares of common stock outstanding and stockholdersentitled to vote with respect to all matters to be acted upon at the meeting. Each holder of recordcommon stock is entitled to forward solicitation material to the beneficial ownersone vote for each share of stock held by such holder. The presence of holders representing a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum at the Annual Meeting. In accordance with Maryland law, abstentions, but not brokernon-votes, are counted for purposes of determining the presence or absence of a quorum for the transaction of business.

How do I vote?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares and the proxy notice was sent directly to you by such persons. The Companyus. In that case, you may reimburse such solicitors for reasonable out-of-pocket expenses incurredinstruct the proxy holders named in the enclosed proxy card (the “Proxy Agents”) how to vote your common shares in one of the following ways:

Proxies submitted over the internet, by telephone or by mail must be received by 11:59 p.m. EDT on Tuesday, May 1, 2018.

If you vote by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card, your shares will be paidvoted at the Annual Meeting as you direct. If you sign the enclosed proxy card but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

If the proxy is submitted and voting instructions are made for their services.some, but not all, of the proposals, as to matters in which instructions are given, the proxy will be voted in accordance with those instructions, and for all other proposals, the proxy will be voted “FOR” as to all enumerated proposals in accordance with the Board’s recommendations.

Can I revoke my proxy?

Each proxy executed and returned by a stockholder may be revoked at any time before it is voted by timely submission of written notice of revocation or by submission of a duly executed proxy bearing a later date (in either case directedaddressed to the Secretary of the Company)Company at our corporate offices) or, if a stockholder is present at the meeting, he may elect to revoke his proxy and vote his shares personally. Votes for shares held by a bank, broker or other holder of record, may be revoked by a stockholder submitting new voting instructions to the bank, broker or other holder of record or, if a stockholder has obtained a legal proxy from the bank, broker or other holder of record giving him the right to vote the shares at the Annual Meeting, by attending the Annual Meeting and voting in person.

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PROXY STATEMENT

What vote is required to Stockholders forapprove each matter?

Assuming the fiscal year ended December 31, 2015 is being mailed herewith to each stockholder of record.Stockholders may obtain a copy of the Company’s 2015 Form 10-K, without charge, by writing to the Company at 44 South Bayles Avenue, Suite 304, Port Washington, New York 11050, Attention: Investor Relations. The 2015 Form 10-K is also available on the Company’s website,www.cedarrealtytrust.com.It is intended that this Proxy Statement and form of Proxy will first be sent or given to stockholders on or about March 24, 2016.

On March 11, 2016, the Company had outstanding and entitled to vote with respect to all matters to be acted upon at the meeting, 85,323,908 shares of common stock. Each holder of common stock is entitled to one vote for each share of stock held by such holder. The presence of holders representing a majority of all the votes entitled to be cast at the meeting will constitute a quorum at the meeting. In accordance with Maryland law, abstentions, but not broker non-votes, are counted for purposes of determining the presence or absence of a quorum, for the transactioneach of business. Each item on the agendaProposals 1, 2 and 3 must receive the affirmative vote of a majority of the shares of Common Stock entitled to be voted andcommon stock duly present at the meeting or represented by proxy at the Annual Meeting in order to pass. AbstentionsAccordingly, abstentions will have the same effect as votesa vote against the matter. Broker each of these proposals, while brokernon-votes are will not be counted in determining the votes cast with respect tooutcome of any of these proposals. Proposal 4 must receive the matters submittedaffirmative vote of the holders of at leasttwo-thirds of the shares of the common stock entitled to vote at the 2018 Annual Meeting in order to pass. Accordingly, abstentions and brokernon-votes will have the same effect as a vote against Proposal 4. The proposal to approve the compensation of stockholders.our named executive officers is advisory only and is not binding on the Company or the Board.

Broker Discretionary VotingIf the proxy is submitted and voting instructions are made for some, but not all, of the proposals, as to matters in which instructions are given, the proxy will be voted in accordance with those instructions, and for all other proposals, the proxy will be voted “FOR” as to all enumerated proposals in accordance with the Board’s recommendations.

What if I hold my shares in street name?

Brokers do not have discretionary authority to vote with respect to any of the electionproposals, except with respect to the ratification of directors orErnst & Young as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018. Under the rules of the New York Stock Exchange, the proposal to ratify the appointment of Ernst & Young LLP is considered a routine item. Accordingly, if you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on this proposal. If your broker exercises this discretion, your shares will be counted as present for purposes of determining the presence of a quorum at our Annual Meeting and will be voted in the manner directed by your broker on the proposal 2.to ratify Ernst & Young as our independent registered public accounting firm, but your shares will constitute brokernon-votes on each of the other proposals at our Annual Meeting. On all other proposals, your broker is not permitted to vote your shares without your instructions and uninstructed shares are considered brokernon-votes. Accordingly, a brokernon-vote will not be counted in determining the outcome of the vote on these matters. If your shares are held by a broker, the broker will ask you how you want to vote your shares.

If you provide the broker with instructions, your shares will be voted in accordance with your instructions. If you do not give any instruction on any of the proposals, then with respect to the election of directors and the advisory vote on proposal 2,to approve the compensation of our named executive officers, your shares will not be voted.Therefore, it is important that you give instructions to your broker as to how to vote your shares.

Even if you plan to attend the Annual Meeting, we recommend that you submit the enclosed proxy to vote your shares in advance so that your vote will be counted if you later are unable to attend the Annual Meeting.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you submit the enclosed proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. Written ballots will be available at the Annual Meeting for stockholders of record. If you are not a stockholder of record but hold the shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

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PROXY STATEMENT

Who is soliciting the proxies and who pays the costs?

The enclosed proxy for the Annual Meeting is being solicited by the Board. Proxies also may be solicited, without annual compensation, by our trustees and officers by mail, telephone or other electronic means or in person. We are paying the costs of this solicitation, including the preparation, printing, mailing and website hosting of proxy materials. It is expectedanticipated that banks, brokers and other custodians, nominees and fiduciaries will forward proxy materials to the following businessbeneficial owners of our common shares to obtain their voting instructions and that we will reimburse such persons for theirout-of-pocket expenses.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. When used in this annual report, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about the Company and future events, and actual results, financial and otherwise, may differ materially from the results discussed in the forward- looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be considered atmade to reflect events or circumstances after the meeting and action taken thereon:date of this Proxy Statement or to reflect the occurrence of unanticipated events.

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PROPOSAL 1: ELECTION OF DIRECTORS

1.PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to the Company’s Articles of Incorporation and By-Laws,by-laws, as amended, the director nominees elected at this meeting will be elected to serveone-year terms that expire upon the date of the next annual meetingAnnual Meeting of Stockholders or until their respective successors are duly elected and qualified.earlier death, resignation or removal.

It is intended that the accompanying form of Proxy will be voted for the nominees set forth below, each of whom is presently a director of the Company. If, in the Board of Directors’ judgment, some unexpected occurrence should make necessary the substitution of some other person or persons for these nominees, shares will be voted for such other persons as the Board of Directors may select.Director Nominees

The Board of Directors is not aware that any nominee may be unable or unwilling to serve as a director. The following table below sets forth certain information with respect to our six director-nominees. Each nominee has consented to being nominated for director and has agreed to serve if elected. All of the nominees.nominees for election to the Board were unanimously recommended by the Nominating/Corporate Governance Committee and were unanimously nominated by the Board.

NOMINEES FOR ELECTIONSenator Paul G. Kirk, Jr., a current director and Chair of our Nominating/Corporate Governance Committee, has advised that he will retire and will not stand for reelection at the 2018 Annual Meeting. The Company acknowledges the outstanding service rendered by Senator Kirk during his nearly thirteen-year tenure on the Board.

PROPOSAL 1: ELECTION OF DIRECTORS

Gregg A. Gonsalves		Principal Occupation and Positions Held •  Age: 50 •  Year in which First Elected a Director: 2017 •  Committee(s) Served: Member of the Audit and Compensation Committees •  Principal Occupation and Other Information: Mr. Gonsalves has been an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment firm since 2013. Prior to joining Integrated Capital LLC, Mr. Gonsalves was a managing director in Goldman, Sachs & Co.’s Real Estate Mergers & Acquisition Business, where he was the partner responsible for this business unit. In his20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves has served on the board of POP Tracker LLC, a private LLC based in the U.S., since 2013. He also worked at Mobil Oil Corporation as a sales engineer from 1989 to 1991. Mr. Gonsalves is presently chairman of the board of directors of the Jackie Robinson Foundation, where he has served as a board member for approximately the past ten years. Mr. Gonsalves received a B.S. from Columbia University and received an M.B.A. from Harvard Business School.
Mr. Gonsalves’ qualifications for Board membership include his extensive experience in real estate and finance, having had a distinguished career in real estate investment banking, which, among other things, qualifies him as a financial expert on the Audit Committee.
Pamela N. Hootkin		Principal Occupation and Positions Held •  Age: 70 •  Year in which First Elected a Director: 2008 •  Committee(s) Served:Chair of the Compensation Committee and a member of the Audit Committee •  Principal Occupation and Other Information: Ms. Hootkin, a director since June 2008 and a member of the Audit Committee and Chairperson of the Compensation Committee, retired at the end of April 2012 from her position as senior vice president at PVH Corp. (formerlyPhillips-Van Heusen Corporation), a position she held since May 2010. She joined PVH Corp. in 1988 as vice president, treasurer and corporate secretary; in 1999 she became vice president, treasurer and director of investor relations, and in June 2007 she became senior vice president, treasurer and director of investor relations. From 1986 to 1988, Ms. Hootkin was vice president and chief financial officer of Yves Saint Laurent Parfums, Inc. From 1975 to 1986, she was employed by Squibb Corporation in various capacities, with her last position being vice president and treasurer of a division of Squibb. Ms. Hootkin is a vice chair of the board of Safe Horizon, New York (anot-for-profit organization) where she also serves on the executive, finance (chair) and investment committees. Ms. Hootkin received a B.A. from the State University of New York at Binghamton and an M.A. from Boston University.
Ms. Hootkin brings to the Board expertise in finance, investor relations and the retail industry. She serves as a financial expert on the Audit Committee, while also bringing gender diversity to the Board.

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PROPOSAL 1: ELECTION OF DIRECTORS

Steven G. Rogers		Principal Occupation and Positions Held •  Age: 63 •  Year in which First Elected a Director: 2016 •  Committee(s) Served: Chair of the Audit Committee and a member of the Nominating/Corporate Governance Committee •  Principal Occupation and Other Information: Mr. Rogers is currently the managing member of Rogers & Associates, LLC, a provider of specialized solutions and board level advisory work for principals and institutional owners in the real estate industry. Mr. Rogers serves as chairman of the board of RREEF America REIT III, independent director of RREEF America REIT II, chairman of the board of Net Lease Alliance, a founding director of First Commercial Bank andexecutive-in-residence for Millsaps College Else School of Management. Prior to founding Rogers & Associates, LLC, Mr. Rogers led Parkway Properties, Inc., a NYSE-listed REIT, for 25 years, most recently as its president and chief executive officer, and served on its board of directors. Mr. Rogers also served on the board of governors of NAREIT for six years, including two terms as audit chair. He graduated from the University of Mississippimagna cum laude, served in the U.S. Army as an infantry officer ultimately earning the rank of captain, and received an M.B.A. from Harvard Business School.
Mr. Rogers brings to the Board specialized knowledge of the REIT industry and corporate governance having served as president and CEO of another NYSE-listed REIT for 25 years and having served on the NAREIT board of governors, including as its audit committee chair. Mr. Rogers’ prior executive and audit experience qualifies him as a financial expert on the Audit Committee.
Bruce J. Schanzer President and CEO		Principal Occupation and Positions Held •  Age: 49 •  Year in which First Elected a Director: 2011 •  Committee(s) Served: None •  Principal Occupation and Other Information: Mr. Schanzer has been President, Chief Executive Officer and a director of the Company since June 2011. Prior thereto and since 2007, Mr. Schanzer was employed by Goldman Sachs & Co., with his last position being a managing director in the real estate investment banking group. From 2001 to 2007, Mr. Schanzer was employed by Merrill Lynch, with his last position being vice president in the real estate investment banking group. Earlier in his career, Mr. Schanzer practiced real estate law for six years in New York. Mr. Schanzer received a B.A. from Yeshiva College, where he is now a member of its board of trustees, an M.B.A. from the University of Chicago, and a J.D. from Benjamin N. Cardozo School of Law, where he was a member of the Law Review.
Mr. Schanzer has been involved in real estate as an attorney and investment banker and presently is President and Chief Executive Officer of the Company. Mr. Schanzer has extensive knowledge about the Company, its operations and the retail shopping center industry.

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PROPOSAL 1: ELECTION OF DIRECTORS

Roger M. Widmann Chairman of the Board		Principal Occupation and Positions Held •  Age: 78 •  Year in which First Elected a Director: 2003 •  Committee(s) Served: Member of the Compensation Committee and the Nominating/Corporate Governance Committee •  Principal Occupation and Other Information: Mr. Widmann, an investment banker, has served as a director since 2003 and has beennon-executive Chairman of the Board since June 2011. He was a principal of the investment banking firm of Tanner & Co., Inc. from 1997 to 2004. From 1986 to 1995, Mr. Widmann was a senior managing director of Chemical Securities, Inc., a subsidiary of Chemical Banking Corporation (now JPMorgan Chase Corporation). Prior to joining Chemical Securities, Inc., Mr. Widmann was a founder and managing director of First Reserve Corporation, the largest independent energy investing firm in the United States. Previously, he was senior vice president with the investment banking firm of Donaldson, Lufkin & Jenrette, responsible for the firm’s domestic and international investment banking business. He had also been a vice president with New Court Securities (now Rothschild, Inc.). He was a director of Lydall, Inc. (listed on the New York Stock Exchange), a manufacturer of thermal, acoustical and filtration materials, from 1974 to 2004, and its Chairmanchairman from 1998 to 2004. He is a director of Standard Motor Products, Inc. (listed on the New York Stock Exchange), a manufacturer of automobile replacement parts, is Chairmanchairman of Keystone National Group, a managing partner of private equity funds, and is Chairmanchairman and CEO of Cutwater Associates LLC, a corporate advisory firm. He is also a senior moderator of the Aspen Seminar at The Aspen Institute.Institute and a member of the Leadership Council of the Committee to Protect Journalists. Mr. Widmann received a B.A. from Brown University and a J.D. from the Columbia University School of Law.
Mr. Widmann, who has spent most of his career in the investment banking world and has served as chairman of another public company, brings investment banking expertise and business acumen to the Company. His knowledge has assisted the Company in its capital raising and other finance-related activities.

The affirmative vote of a majority of the shares entitled to be voted and present at the Annual Meeting either in person or by proxy is required to elect each of the nominees listed above. It is intended that the accompanying form of proxy will be voted for the nominees set forth above. If, in the Board’s judgment, some unexpected occurrence should make necessary the substitution of some other person or persons for one or more of these nominees, shares will be voted for such other persons as the Board may select.

The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees listed above.

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PROPOSAL 1: ELECTION OF DIRECTORS

Cooperation Agreement with Snow Park

On February 16, 2018, the Company entered into a letter agreement (the “Cooperation Agreement”) with Snow Park Capital Partners, LP and Jeffrey Pierce (collectively, with their affiliates, “Snow Park”). Under the Cooperation Agreement, the Company agreed that it would engage a nationally recognized director search firm to conduct a search to identify as promptly as practicable a new independent director for election or appointment as a director of the Company, and propose an amendment to the Company’s charter enabling stockholders to adopt amendments to ourby-laws. Snow Park will have the right to meet with and interview the candidate identified by the search firm and selected by the Nominating/Corporate Governance Committee provided that Snow Park maintains requisite stock ownership levels, but the Board has the exclusive power to choose, nominate and/or appoint the new independent director.

In addition, Snow Park agreed to certain standstill provisions, including but not limited to agreeing not to (i) engage in any solicitation of proxies or consents with respect to the election or removal of directors; (ii) seek, alone or in concert with others, representation on the Board or the removal of any member of the Board, as well as certain voting provisions, including voting all shares beneficially owned by it or its affiliates, which they are entitled to vote on the record date, in favor of the election of directors nominated by the Board, the charter amendment, and otherwise in accordance with the Board’s recommendation; provided, however, that in the event Institutional Shareholder Services (“ISS”) recommends otherwise with respect to certain proposals, Snow Park shall be permitted to vote in accordance with ISS’s recommendation with respect to those proposals, and Snow Park shall be permitted to vote in its sole discretion with respect to an Extraordinary Transaction (as defined in the Cooperation Agreement); or (iii) acquire, directly or indirectly, additional voting securities of the Company such that Snow Park’s beneficial or economic ownership would exceed 3.9% of the Company’s outstanding common stock.

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CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE PRINCIPLESOVERVIEW

Independent Directors

Pursuant to rulesThe business and affairs of the New York Stock Exchange and applicableCompany are managed under the direction of our Board, as provided by Maryland law, a majority of the Company’s directors must be independent as specified therein. As a result, the Board undertook a review of the independence of the Company’s directors. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family, on the one hand, and the Company conducts its business through meetings of the Board and its subsidiariesthree standing committees: the Audit Committee, the Compensation Committee and affiliates,the Nominating/Corporate Governance Committee.

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. In 2018, based on our study of positive trends and best practices in corporate governance, we adopted an important stockholder-friendly governance measure as described in Proposal 4 below, in proposing an amendment to our charter that would permit stockholders to act to amend ourby-laws, as opposed to reserving this right exclusively to the Board. We believe that adopting this governance measure serves the long-term interests of our stockholders and evidences our ongoing commitment to improve our service to stockholders as stewards of their capital.

Other notable features of our corporate governance are summarized as follows:

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CORPORATE GOVERNANCE OVERVIEW

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CORPORATE GOVERNANCE OVERVIEW

Commitment to Stockholder Engagement

We appreciate and value the engagement of our stockholders and actively solicit stockholder feedback. Throughout the year, management communicated in meetings, property visits, telephone calls and/or written communications with several significant stockholders to better understand their perspectives on corporate governance, overall compensation, strategy, and business operations. During 2017, our executives conducted over 100 telephonic orin-person meetings, including property tours, with our key stockholders representing approximately 60% of our outstanding stock. We also arranged for certain stockholders to meet with our independent directors directly. Feedback received during our outreach process was then shared with the Board and its committees and taken into account when considering proposed changes to corporate governance and compensation practices.

We also have routine telephonic meetings with stockholder proxy advisors, such as ISS, to stay informed as to their views on governance and compensation trends, recommendations for our Company, and to elicit meaningful feedback as to governance and other measures the Company is considering. In general, we received positive feedback on our strategy and on the other, including those reported under “Transactions with Related Persons” below. The Board also examined transactionsenhanced disclosures in our Proxy Statement that we implemented last year.

Below is a summary of what we heard and relationships between directors or their affiliatesthe actions we took in direct response to our stockholder engagement and membersstudy of the Company’s senior management or their affiliates. The purpose of this review wasbest practices:

We believe that these significant governance enhancements demonstrate our commitment to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent.stockholder engagement and responsiveness to stockholder feedback.

As the result of this review, the Board affirmatively determined that each of Messrs. Burns, Eisenstat, Kirk, Rogers and Widmann and Ms. Hootkin is independent of the Company and its management. The Board determined that none of these independent directors had any material relationships with the Company. Mr. Schanzer is the only director who is not independent.

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CORPORATE GOVERNANCE OVERVIEW

Corporate Governance Guidelines and Principles

The Board of Directors has adopted Corporate Governance Guidelines and Principles that address significant issues of corporate governance and set forth procedures by which the Board carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines and Principles are director responsibilities, management responsibilities, director access to management, employees and advisors, management succession, annual performance evaluation of the Board and Chief Executive Officer, director compensation and meeting procedures. The Corporate Governance Guidelines and Principles are available on the Company’s website atwww.cedarrealtytrust.com.

Code of Business Conduct and Ethics

All of our employees, including our chief executive officer, chief financial officer, chief operating officer, chief accounting officerChief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and chief investment officer,Chief Investment Officer, and our directors are required to comply with our Code of Business Conduct and Ethics. Our Code is available on our website atwww.cedarrealtytrust.com. It is our intentionWe intend to disclose any amendments we make to, or waivers of, anycertain provisions of thisour Code as it appliesof Business Ethics applicable to our chief executive officer, chief financial officer, chief operating officer, chief accounting officer, chief investment officer, or ourofficers and directors on our website, within three (3) business days following such waiver or as otherwise required by the rules of the Securities Exchange Commission (“SEC”) or the NYSE.

Board of Directors

Independent Directors

Pursuant to rules of the New York Stock Exchange (“NYSE”) and applicable law, a majority of our directors must be “independent”. Each year, the Board reviews the independence of the Company’s directors, including a review of any transactions and relationships between each director, or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other. The Board also examines transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such amendmentrelationship or waiver.transaction was inconsistent with a determination that the director is independent.

As the result of this year’s review, the Board affirmatively determined that each of Messrs. Eisenstat, Gonsalves, Kirk, Rogers and Widmann and Ms. Hootkin is independent of the Company and its management. The Board determined that none of these independent directors had any material relationships with the Company. Mr. Schanzer, the Company’s President and Chief Executive Officer, is the only director who is not independent by virtue of his employment with the Company. In addition, none of our directors’ family members are employed by the Company in any capacity. Therefore, following the election of our six director-nominees at the Annual Meeting, we believe that 83.3% of our Board members will be independent under the NYSE rules.

Leadership Structure of the Board

The Board has anon-executive Chairman to ensure independent oversight of management. Roger M. Widmann, an independent director of the Company since 2003, has been chosen by the directors to be thenon-executive Chairman of the Board and to preside at meetings of the Board. Mr. Widmann and the othernon-management directors of our Board are actively involved in corporate governance matters and meet in executive session several times during the year, generally on the same day as regularly scheduled meetings of the Board or its committees (or as otherwise considered necessary or appropriate).

A key responsibility of the Board and Chief Executive Officer is to ensure continuity of leadership of the Company. Each year, the Chief Executive Officer presents a succession plan to the Board for its review and consideration.

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CORPORATE GOVERNANCE OVERVIEW

Board Composition

The following charts illustrate the composition of our Board⁽¹⁾:

Corporate Governance Documents

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

All of these documents can be found by accessing the “Investor Relations” tab on our website atwww.cedarrealtytrust.com and clicking on “Corporate Governance.” The documents noted above will also be provided without charge to any stockholder who requests them. We frequently review our corporate governance policies, monitor emerging developments in corporate governance, and enhance our policies and procedures when our Board determines that it would benefit our Company and our stockholders to do so.

Share Ownership Guidelines

Our share ownership guidelines require that our CEO and other named executive officers own shares or limited partnership units with an aggregate value of 4x and 2x base salary, respectively. Allnon-employee directors must hold shares or limited partnership units with an aggregate value of 4x the equity portion of his or her annual retainer. We believe these stockholding requirements reaffirm the alignment between our strategic decision-makers and its stockholders.

Anti-Hedging Policy

The Company doesWe do not consider it appropriate for any of itsthe Company’s officers, directors or employees to enter into speculative transactions in the Company’s securities that are designed to hedge or offset any decrease in market value of the Company’s securities. As thea result, the Companywe have adopted a policy that prohibits such personsofficers, directors or employees from the purchase ofpurchasing puts, calls, options or other derivative securities based on the Company’s securities. The policy also prohibits hedging or monetization transactions, such as forward sale contracts, equity swaps, collars and exchange funds. Such persons mayOfficers, directors and employees also are not permitted to purchase securities of the Company on margin, borrow against any account in which the Company’s securities are held or otherwise pledge any securities of the Company.

Risk Management

Management has primary responsibility for identifying, monitoring, mitigating, and managing our exposure to risk, subject to active oversight by our Board. The Board, directly and through its

Age Gender Tenure Independence Financial Expertise 40s 50s 60s 70s Male Female1-4yrs5-9yrs10-14yrs Independent Not Independent Financial expert Not a financial expert

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CORPORATE GOVERNANCE OVERVIEW

committees, discusses with management any significant enterprise risks and reviews the guidelines, policies and procedures we have in place to address those risks, such as our approval process for significant acquisitions, dispositions and other investments. The Board receives quarterly risk assessment presentations that are both quantitative and qualitative in nature. This process enables our Board to focus on the strategic, financial, operational, legal, regulatory and other risks that are most significant to us and our business in terms of likelihood and potential impact and ensures that our enterprise risks are well understood, mitigated to the extent reasonable and consistent with the Board’s view of our risk profile and risk tolerance.

Each of our Audit, Compensation, and Nominating/ Corporate Governance Committees exercises its own oversight related to the risks associated with the particular responsibilities of that committee:

Audit Committee

The Board of Directors has established an Audit Committee consisting of James J. Burns, Abraham Eisenstat, Steven G. Rogers (Chair), Abraham Eisenstat, Gregg A. Gonsalves and Pamela N. Hootkin. The charterHootkin, all of the Audit Committee is available on the Company’s website atwww.cedarrealtytrust.com. All the members of the Audit Committeewhom are independent underwithin the meaning of the rules of the New York Stock ExchangeNYSE and applicable law. Mr. Burns, Ms. Hootkin and Mr.Messrs. Eisenstat, Gonsalves and Rogers are each qualified as an audit committee financial expertexperts within the meaning of applicable law and the Board has determined that each of them has accounting and related financial management expertise under the rules of the New York Stock Exchange.NYSE. The designation of “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than are generally imposed on such persons as members of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Board.

The principal functions of this committeethe Audit Committee are as follows: employs

The charter of the Audit Committee is available on the Company’s website atwww.cedarrealtytrust.com

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CORPORATE GOVERNANCE OVERVIEW

Compensation Committee

The Board of Directors has established a Compensation Committee consisting of Pamela N. Hootkin Paul G. Kirk, Jr.(Chair), Gregg A. Gonsalves and Roger M. Widmann, all of whom are independent within the meaning of the rules of the New York Stock ExchangeNYSE and applicable law. Paul G. Kirk, Jr., a member of the Compensation Committee until his retirement effective May 2, 2018, is likewise independent within the meaning of the rules of the NYSE and applicable law. The principal functions of the Compensation Committee are as follows:

The charter of the Compensation Committee is available on the Company’s website atwww.cedarrealtytrust.com. This committee reviews and approves the compensation and benefits of executive officers and directors, administers and makes recommendations to the Board of Directors regarding executive and director compensation and stock incentive plans, approves an annual report on executive compensation for inclusion in the proxy statement, and reviews the relationship between the Company’s compensation practices and effective risk management, discussing with management the Compensation Discussion and Analysis.

Under its charter, the Compensation Committee has the authority to engage independent compensation consultants or other advisors to assist it in formulating the Company’s total compensation plan. In designing the 2017 executive compensation plan setting executive compensation for 2015,2017, our Compensation Committee retained Mercer (US) Inc. (“Mercer”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), as its compensation consultant to assist in assessing the Company’s compensation for its executive officers.consultant. The consultant provided to the Compensation Committee relevant survey and market compensation data and compared the Company’s compensation to the survey data. The Compensation Committee has relied on the guidance of the consultant in formulating and refining the Company’s executive compensation practices. In selecting Mercer, the Compensation Committee evaluated Mercer’s independence and considered the following factors:

CORPORATE GOVERNANCE OVERVIEW

The charter of the Nominating/Corporate Governance Committee is available on the Company’s website atwww.cedarrealtytrust.com.

Board and Committee Performance Self-Evaluation

To optimize the performance of the Board and its committees each year, the Nominating/Corporate Governance Committee oversees a robust self-assessment of the Board and each of its committees that elicits candid feedback on the performance and effectiveness of the Board and its committees, as well as on the efficacy of the self-evaluation process itself. As part of this self-assessment, directors are asked to consider the Board’s composition and structure, key responsibilities, and meetings, among other criteria. Each committee conducts its own assessment, and in assessing its structure and performance, considers its role and the responsibilities articulated in the committee charter, the composition of the committee and the conduct of committee meetings. We believe that a thorough Board and committee evaluation process that is focused on the assessment and alignment of director skills with company strategy is more effective than solely relying on strict tenure limits. Throughout the year, the Board and each of its committees routinely use a portion of their regularly scheduled executive sessions to reflect upon and discuss how their oversight performance on behalf of stockholders might be improved.

Nomination of Directors

The Nominating/Corporate Governance Committee is responsible for the selection and nomination of directors and considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. Stockholders who wish to recommend a nominee should send nominations directly to the Nominating/Corporate Governance Committee, at the principal executive offices of the Company, that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors, including the nominee’s name, business experience and consent to be nominated for membership on our Board of Directors and to serve if elected by the stockholders. We did not receive any recommended nominees for director from any of our stockholders, other than from our directors, for this meeting. We do not currently pay any feesin connection with the 2018 Annual Meeting.

In February 2018, the Nominating/Corporate Governance Committee engaged Ferguson Partners, L.P. (“Ferguson”) to third parties to identify or evaluate or assist in identifying orand evaluating potential nomineescandidates to fill the Board vacancy left by the impending retirement of Senator Kirk, effective as of the 2018 Annual Meeting. In July 2017, the Company engaged FPL Associates, L.P. (“FPL”), an affiliate of Ferguson, to provide advisory services relating to the design of executive employment agreements and the Company’s long-term equity incentive compensation program. FPL did not provide anynon-compensation related services to management or the Company in 2017. FPL received $12,000 in fees during 2017, and $4,000 in fees during 2018 for directorships.services related to executive and long-term incentive compensation. In February 2018, the Nominating/Corporate Governance Committee retained Ferguson to perform director search services and received $46,500 in fees and expenses as of March 9, 2018 relating to that engagement. The services provided by Ferguson and FPL have been reviewed in their entirety by the Company and were determined not to raise any conflicts of interest.

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CORPORATE GOVERNANCE OVERVIEW

Once the Nominating/Corporate Governance Committee has identified a prospective nominee, the Committeeit makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Nominating/Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Nominating/Corporate Governance Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies, provide for succession or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Nominating/Corporate Governance Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s background and experience and report its findings to the Board. The Nominating/Corporate Governance Committee then evaluates the prospective nominee against the standards and qualifications set out in the Company’s guidelines, including:

CORPORATE GOVERNANCE OVERVIEW

Board Meetings

In the fiscal year ended December 31, 2015,2017, there were tentwelve meetings of the Board, of Directors, fivefour meetings of the Audit Committee, fivenine meetings of the Compensation Committee and four meetings of the Nominating/Corporate Governance Committee. Each incumbent director of the Company standing for reelection attended in excess of 75% of the total number of meetings held of the Board of Directors and committees on which he or she served during his or her tenure of service in 2015.2017. Likewise, Senator Kirk, who is not standing for reelection on account of his retirement, attended in excess of 75% of the total number of such meetings during his tenure of service in 2017. Board members are encouraged to attend our Annual Meeting of Stockholders. All of our current directors other than Messrs. Eisenstat and Rogers, who each joined the Board after our 2015 Annual Meeting, were present at the Company’s Annual Meeting of Stockholders in May 2015.2017.

Communications with the Board

The Nominating/Corporate Governance Committee of the Board has approved a process for handling letters received by the Company and addressed tonon-management members of the Board. Stockholders and other parties interested in communicating with any of the directors of the Company (or the Board as a group), may do so by writing to the Secretary of the Company, at 44 South Bayles Avenue, Suite 304, Port Washington, NY 11050. The Secretary will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in the Secretary’s opinion, deals with the functions of the Board or committees thereof or that she otherwise determines requires the Board’s attention. The Board or any member thereof, may at any time request that copies of all such correspondence be forwarded to the Board.

Correspondence relating to accounting, internal controls or auditing matters that could materially impact the Company’s financial statements is handled by the Audit Committee in accordance with its procedures.

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EXECUTIVE OFFICERS

Leadership Structure of the BoardEXECUTIVE OFFICERS

The non-management directors of our Board meet inCompany’s named executive session several times during the year, generally on the same day as regularly scheduled meetings of the Board of Directors or as considered necessary or appropriate. Roger M. Widmann, an independent director of the Company since 2003, has been chosen by the directors to be the non-executive Chairman of the Board and to preside at each such meeting.

The Company has separated the role of Chairman of the Board from the Chief Executive Officer. The Board believes this creates effective leadership and an effective decision-making process. The Chairman of the Board is actively involved in corporate governance matters and on at least a quarterly basis leads an executive session of independent directors. In addition, the Nominating/Corporate Governance Committee annually conducts an evaluation of the performance of the Board and its committees and of the Chief Executive Officer. A key responsibility of the Board and Chief Executive Officer is to ensure continuity of leadership of the Company. Each year, the Chief Executive Officer presents a succession plan to the Board for its review.

Executive Officers

As of the date of this Proxy Statement, the Company’s executive officers who are not directors are as follows:

COMPENSATION DISCUSSION AND ANALYSIS

Bruce J. Schanzer Age  49 Position:  President and Chief Executive Officer Served as Named Executive Officer Since  2011		Biographical Information Mr. Schanzer has been President, Chief Executive Officer and a director of the Company since June 2011. Prior thereto and since 2007, Mr. Schanzer was employed by Goldman Sachs & Co., with his last position being a managing director in the real estate investment banking group. From 2001 to 2007, Mr. Schanzer was employed by Merrill Lynch, with his last position being vice president in the real estate investment banking group. Earlier in his career, Mr. Schanzer practiced real estate law for six years in New York. Mr. Schanzer received a B.A. from Yeshiva College, where he is now a member of its board of trustees, an M.B.A. from the University of Chicago, and a J.D. from Benjamin N. Cardozo School of Law, where he was a member of the Law Review.
Philip R. Mays Age  50 Position:  Executive Vice President, Chief Financial Officer and Treasurer Served as Named Executive Officer Since  2011		Biographical Information Mr. Mays joined the Company in June 2011 after six years with Federal Realty Investment Trust, where he initially served as the Controller beginning in May 2005 and was subsequently promoted to Chief Accounting Officer in September 2006 and Vice President, Chief Accounting Officer in February 2007. Prior to joining Federal Realty, Mr. Mays was Vice President of Finance and Corporate Controller for CRIIMI MAE, Inc. for a period of one year. Earlier in his career, Mr. Mays held various accounting and finance positions, including seven years as an accountant at Ernst & Young LLP, achieving senior manager status at its office in Dallas/Fort Worth, Texas. At Ernst & Young LLP, he supervised audits and assisted clients in real estate, construction and hospitality, including public REITs. Mr. Mays has been a C.P.A. since 1993 and has a B.S. degree with a double major in accounting and finance from Jacksonville University in Jacksonville, Florida.

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EXECUTIVE OFFICERS

Robin M. Zeigler Age  45 Position:  Executive Vice President and Chief Operating Officer Served as Named Executive Officer Since  2016		Biographical Information Ms. Zeigler joined the Company in March 2016 after serving as Executive Vice President and Head of Operations at Penzance, a Washington, D.C.-based commercial real estate investment company since January 2015. From 2005 to 2015, Ms. Zeigler worked at Federal Realty Investment Trust, most recently serving as Chief Operating Officer for theMid-Atlantic Region. In that capacity, she was responsible for the operations of a portfolio of over 40 shopping centers and fivemixed-use projects representing approximately 7.3 million square feet. Additionally, Ms. Zeigler provided oversight and strategic direction onmixed-use development and redevelopment projects. Ms. Zeigler holds a B.S. in Accounting from Florida A&M University and an M.B.A. from Georgia State University.

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EXECUTIVE COMPENSATION

Executive SummaryEXECUTIVE COMPENSATION

The discussion in this Compensation Discussion and Analysis

Executive Summary

This section of our Proxy Statement discusses the principles underlying our executive compensation policies and decisions. This discussion relates to the CEO and each of the Company’s two other most highly compensatednamed executive officers collectively the “named executive officers,” as included in the Summary Compensation Table.Table below. For 2015,2017, the Company’s named executive officers were:

In 2011,For 2017, we determined there were no other employees of the Company implemented a long-term strategic plan in connection with hiring a new CEOthat qualified as named executive officers under the applicable rules and CFO. regulations of the SEC.

In June 2011, the Company hired Mr. Bruce J. Schanzer as CEO and Mr. Philip R. Mays as CFO. The Board charged the new executives with developingCFO as part of a long-term strategystrategic plan for improving Company performance. At the time they were hired, the Company and the Compensation Committee reiteratedaffirmed that a core objective of the executive compensation program was to align management’s compensation with long-term stockholder value creation. This was especially critical as the expectation was that it would take a number of years to fully realize positive results derived from the implementation of the new strategic plan.

In executing the new long-term strategic plan, the Company haswe have achieved several important milestones, including the following:improvements to our portfolio, balance sheet and earnings, as illustrated below:^*

PORTFOLIO

Trimmed portfolio and improved asset quality Portfolio Size (1) 12mm SF 2Q11 (Prior Management) 9mm SF 4Q17 (Current Management) 5mm SF 4Q17 (Top 2 Quartiles) Average Base Rent PSF (1) $11.26 2Q11 (Prior Management) $13.51 4Q17 (Current Management) $16.24 4Q17 (Top 2 Quartiles) Population Density (1) 67,697 2Q11 (Prior Management) 100,475 4Q17 (Current Management) 141,525 4Q17 (Top 2 Quartiles)

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EXECUTIVE COMPENSATION

BALANCE SHEET

EARNINGS

28  |2018 Proxy Statement

renegotiated our lines of credit on increasingly favorable terms;EXECUTIVE COMPENSATION

In 2013,EXECUTIVE COMPENSATION

In addition, our executive compensation program includes a number of features intended to reflect best practices in the market and to help ensure that the program reinforces our stockholders’ interests. These

Our compensation policies and programs are built upon the strong foundation of corporate governance and compensation best practices, and features include the following:including:

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disclosure of executive equity ownership requirements;EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The Compensation Committee is responsible for establishing, implementing, and continually monitoring adherence to our compensation philosophy as applied to our named executive officers. For more information related to the processes and procedures of the Compensation Committee in determining the compensation of our named executive officers, see “Corporate Governance Principles–Compensation Committee” above.

Annual Advisory Vote on Named Executive Officer Compensation

The Board of Directors holds an annual advisory vote on executive compensation. At the Company’s 20152017 Annual Meeting, stockholders voted overwhelmingly to approve the compensation paid to the Company’s NEOsnamed executive officers for 20142016 with votes in favor of approximately 89%nearly 98%. In setting annual bonusesdesigning the executive compensation program and long-term equity grantsmaking executive compensation decisions for 2015,2017, the Compensation Committee considered the favorable results of the 20142017 advisory vote, together with the advice of Mercer, as more fully described below.

The Compensation Committee regularly reviews all elements of compensation to ensure that we remain competitive in the market and to ensure that overall compensation, including the mix of stock and cash, is aligned with our business objectives, our performance and the interests of our stockholders. The Compensation Committee values constructive feedback from our stockholders about executive compensation.compensation as demonstrated by its support for amending our named executive officer employment agreements to eliminate the modified single trigger for cash severance payments upon a change in control, in direct response to constructive stockholder feedback. Additionally, the 2017 Stock Incentive Plan, which was approved by our stockholders at the 2017 Annual Meeting, contains certain features designed to incorporate best practices and further align the interests of employees, including our executive officers, with our stockholders. These features include a minimum vesting period ofone-year applicable to all types of equity awards under the 2017 Stock Incentive Plan (subject to a 5% carve out), minimum three-year vesting periods for time-based restricted stock awards and caps on awards made under the 2017 Stock Incentive Plan, including for directors.

Engagement with Stockholders

We are committed to meaningful stockholder engagement because it allows us to understand and consider the viewpoints of our stockholders. Throughout the year, management communicated inconducted over 100 meetings, property visits, telephone calls and/or written communications with several significant stockholders representing approximately 60% of our outstanding stock to better understand their perspectives on overall compensation.compensation, strategy, and business operations. The Chair of our Compensation Committee participated actively on a number of these calls, fieldingroutinely makes herself available to answer questions from shareholders directly.stockholders, and has participated in such calls when so requested. During the course of these communications, we receivedreceive constructive comments from these stockholders and engagedoften engage in a constructive dialogdialogue with them about the Company’s compensation program. BasedWe pride ourselves on the results of 2014 advisory vote, the Compensation Committee concluded that the compensation paid

to our NEOs and the overall compensation philosophy enjoy strong stockholder support and do not require revision to address any stockholder concerns at this time. The Company prides itself on its relationship with its shareholders,our stockholders, and on itsour practice of offering interested shareholdersstockholders direct access to management as well as our Compensation Committee Chair to express their feedback and concerns. We will continue to engage in dialogue with our stockholders about our compensation policies and decisions, and the Compensation Committee will continue to actively consider the views of our stockholders, including the results of our annual advisory vote, when making future executive compensation decisions.

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EXECUTIVE COMPENSATION

In response to constructive feedback received from our stockholders, we adopted changes to our compensation structure as follows:

Compensation Objectives

The Compensation Committee uses three primary pay elements in its executive compensation program: base salary, annual cash incentive bonuses and long-term equity compensation. Two of these pay elements depend upon the performance of the executive and Company, including:

A significant portion of compensation is at risk and variable depending on both short- and long-term financial performance, with the largest portion designed to incentivize executives to focus on long-term stockholder value creation. In addition, because a significant portion of each executive’s total compensation is equity-based, we requireand to ensure our executives to maintain a meaningfulsignificant ownership position in the Company, and our disclosure of those executivewe have adopted share ownership requirements (whichthat apply to our NEOs far exceed) hasnamed executive officers which have been favorably viewed by certainour stockholders. Each of our shareholders.named executive officers satisfies these ownership requirements.

Salary is intended to attract and retain talented executives and to provide compensation that is commensurate with the executive’s scope of responsibility and effectiveness. BonusesCash incentive bonuses are designed to align the executive’s compensation with the Company’sour short-term business goals. Long-term equity compensation focuses on achieving the Company’sour long-term business goal of increased TSR.TSR goals and executive retention. We use long-term equity to retain our executives by rewarding them with equity only if they remain with us for a substantial period of time. The allocation between either cash andnon-cash compensation or short- and long-term compensation is established on an annual basis.

Market Comparison

For 2015,2017, Mercer used a National Association of Real Estate Investment Trusts (“NAREIT”) survey to assess compensation levels. This approach is consistent with the one taken since 2015, when due to changes in both the size and comparability of the Company’s historical peers, the Compensation Committee determined to rely primarily on NAREIT survey data rather than peer group information in assessing executive pay.

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EXECUTIVE COMPENSATION

The NAREIT survey includes, 130in total, 143 REITs and providesuses a broad market reference of similarly-sized REITs with equitytotal market capitalization of less thanunder $1.5 billion, inclusiveand from $1.5 billion to $3 billion, as well as retail REITs of retail REITS,all sizes, many of which compete with the Company for executive talent. Mercer furnished the Compensation Committee with a report that compared the Company’s executive officer compensation to the relevant survey data. This report was considered by the Compensation Committee in setting total compensation for 2015.2017.

Although comparisons of compensation paid to our executive officers, both named and not,senior management relative to compensation paid to similarly situated executives in the survey assists the Compensation Committee in determining compensation, the Compensation Committee principally evaluates compensation based on the corporate objectives and considerations discussed above.

Implementation

The Compensation Committee determines the appropriate level and mix of compensation. The Compensation Committee also considers the individual components of compensation, as well as the total compensation received by each NEO,named executive officer, relative to each officer’s performance, the market and the Company’s other NEOsnamed executive officers in making its determination. The amount each executive actually earns varies based on the Company’s performance and the executive’s performance, contribution and overall value to the Company. The Compensation Committee also conducts an annual review of our CEO’s performance and considers these results when recommendingdetermining the CEO’s compensation to the independent members of the full Board of Directors for their approval.compensation. Our CEO plays a significant role in setting the compensation for our other key executives,members of senior management, including NEOs,named executive officers, by providing the Compensation Committee with an evaluation of their performance, together with recommendations for the amount of the annual cash incentive bonus and the size of long-term equity.equity awards. The Compensation Committee also obtains input from Mercer and has the discretion to accept, reject or modify the CEO’s recommendations.

The Company doesSEC has not provide material perquisites or supplemental retirement benefits. The Company does not currently have any formalizedyet issued final regulations regarding clawback or other compensation recoverypolicies under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). We intend to adopt a clawback policy in conformity with respect to compensation that maythe SEC’s final regulations once they have been paid onpromulgated. We have chosen to wait to adopt a formal policy until the basis of incorrect financial results; however, the CompanySEC issues its regulations to ensure that our policy will adopt such a policy in the future as necessary to complybe fully compliant with the provisions of the Dodd-Frank Act once final rules areregulations as finally adopted.

Base Salary

Base salaries for our NEOsnamed executive officers depend on the scope of their responsibilities and performance. Base salary is designed to compensate the executives fairly for services rendered during the year. These salaries are compared to NAREIT executive compensation survey data. Salary levels are typically considered annually as part of the Committee’s performance review process and increases are based, in part, on the Committee’s assessment of the performance of the executive. The Compensation Committee receives from Mr. Schanzer his recommended salary level for each executive officer (other than Mr. Schanzer). For 2015, the2017, Mr. Schanzer’s and Ms. Zeigler’s base salaries of Messrs. Schanzer and Mays remained unchanged while the salary of Ms. Mozzachio increased approximately 18% upon her assumption of the COO role.

The Company has entered into employment agreements with each of the NEOs. In July 2015, the Company entered into a new employment agreement with Mr. Mays on terms substantially similar tofrom 2016, and Mr. Mays’ prior employment agreement. In August 2015,base salary was increased to $400,000 to better align with the Company entered into a new employment agreement with Ms. Mozzachio, replacing her employment agreement applicable to her former role, which terminated with Ms. Mozzachio’s departure on February 12, 2016.market, after three years of unchanged base salary at $381,225.

The Compensation Committee is required to review base salaries annually and may increase, but not decrease, the salaries of Messrs. Schanzer and Mays and Ms. Zeigler pursuant to the terms of their respective employment agreements. In making decisions regarding executive officers’ base salaries, the Compensation Committee takes into account relevant factors, including individual performance and market compensation data.

Annual Cash Incentive Bonus

The Compensation Committee seeks to align the interests of the NEOsnamed executive officers with the interests of stockholders by linking executive pay to individual performance and specified financial objectives.

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EXECUTIVE COMPENSATION

In setting bonuses,objectives at the beginning of the year, the Compensation Committee determined that 70% of the bonus of then-employed NEOsnamed executive officers would be based on the Company’s attainment of its targeted operating funds from operations (“Operating FFO”), and 30% would be based on a qualitative individual performance evaluation of each of the executives then employed.executives. Operating FFO is a key annual earnings measurement for the Company, whichas is the case for other REITs. The Company considers Operating FFO to be a meaningful measure of financial performance because it excludes certain items thatthe Company does not believe are not indicative of the results provided by the Company’sits core operating portfolio and that affect the

comparability of the Company’s period-over-period performance, such as acquisition pursuit costs, amounts relating to early extinguishment of debt gain on extinguishment of debt obligations, employee termination costs, and preferred stock redemption costs, management transition costs and certain redevelopment costs. The Company believes Operating FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items. The Operating FFO bonus ranges for 2017 were established as follows:

IfAs indicated above, if Operating FFO werefor 2017 had been less than $0.50$0.52 per share, the executivesCEO, CFO and COO would not have had the right to receive any bonus.bonus with respect to Company performance for that year. If earned, the Company performance bonus percentage is computed on a linear basis between the Threshold Operating FFO per share amount to the Target Operating FFO and, likewise from the Target Operating FFO to the Maximum Operating FFO per share that is attainable after taking into account the bonus expense for all of the Company’s employees at that Operating FFO level. Accordingly, Operating FFO for 20152017 was $0.54$0.55 per share, slightly above the Target Operating FFO, resulting in a payout of 108.3%80% of target bonuses for executives.the CEO, CFO and COO for the Operating FFO portion of their annual cash incentive bonuses. For a reconciliation of FFO and Operating FFO to net (loss) income attributable to common shareholders, see Item 7—“Management Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2017 Annual Report.

2018 Proxy Statement|  35

EXECUTIVE COMPENSATION

In early 2017, Mr. Schanzer recommended annual bonus amounts to the Compensation Committee annual cash incentive bonus targets for the executive officers other than himself.CFO and COO based on performance over the prior year. The Compensation Committee reviewed the executive officers’ responsibilities and contributions and made its own assessment as to bonuses for each officer, but relied extensivelythe named executive officers, placing significant weight on the recommendations of Mr. Schanzer.Schanzer for Mr. Mays’ and Ms. Zeigler’s bonuses. The Compensation Committee made the following determinations with respect to individual performance for 2015:2017:

The following table presents the range of possible payouts of non-equity incentive awards to NEOs:

Grants of Plan-Based Awards For Year Ended December 31, 2015

EXECUTIVE COMPENSATION

Long-Term Compensation

We believe that outstanding long-term performance is achieved throughwhen executives have an ownership position that encourages athem to focus on the Company’s success over the long term.long-term success. Long-term equity awards are made to members of our senior management to align thetheir long-term interests of the executives with those of stockholders, deliver market competitive pay, and provide a strong retentive hook.hook, and aid in recruitment. At the same time, by incentivizing our senior management as stakeholders in our performance, the Company benefits on an operational level from improved productivity and efficiency gains, and the associated value creation. Recipients of awards under this program realize value typically over a three-year time-based vesting period. We believe that the combination of this extended vesting period with the requirements described above for our named executive officers to continually hold a significant equity position in the Company creates a strong long-term alignment of interests between those individuals and our stockholders.

With respectStock awards are based on either performance, continued service or both, subject to long-term equity awards made underacceleration of vesting in certain circumstances, at the Company’s 2012 Stock Incentive Plan,discretion of the Compensation Committee, determinedand as further provided in the employment agreements and/or award agreements with the named executive officers.

Our practice is for the Compensation Committee to approve grants of long-term equity compensation as dollar-denominated awards and then to grant a number of shares that 35%have a fair market value equal to the aggregate dollar value of eachthe award would be time-based and 65% would be based on the Company’s achievementclosing price of a TSR goal overshare of common stock on the preceding three-year period withday the target set at 6.5%, and all shares, if awarded, are subject to an additional three-year vesting requirement based solely on time. The threshold was set at 4% resulting in a 50% payout of the target, and the maximum set at 10%, resulting in a payout of 150% of target with a linear interpolation for ranges in between.grant is made.

TSR goals are set annually as follows:

EXECUTIVE COMPENSATION

Ms. Zeigler. In the opinion of Mr. Schanzer and the Compensation Committee, since March 2016 when Ms. Zeigler joined the Company as its Chief Operating Officer, she has been performing at an extremely high level and has already become invaluable to the Company. Under her leadership, important and measurable progress has been achieved in our leasing and redevelopment efforts. To attract and motivate Ms. Zeigler to join the Company, to incentivize Mr. Maysher to remain with us for the long term and to immediately align her interests with those of our stockholders, in March 2016 the Compensation Committee awarded her a new hire stock grant of 13,831 shares of restricted stock, which vests in full on the third anniversary of the grant (March 31, 2019) provided Ms. Zeigler remains employed by the Company through such date. In addition, to incentivize Ms. Zeigler to remain with the Company for the long term, in 20132017 the Compensation Committee awarded himher a grant of 369,71893,178 shares of restricted stock that will vest in full on the fifththird anniversary of the grant date (March 5, 2018)(February 22, 2020) if he is still employed by the Company. The value of the grant amounts to less than the value Mr. Mays would have received based on the Company’s actual performance if the grants had been made annually instead of on a lump-sum basis using conservative estimates of the Company’s projected performance. This grant was in lieu of any other grants to be made for the following three-year period. In February 2016, the Committee awarded Mr. Mays restricted stock that vests five years from the date of grant, provided he is stillshe remains employed by the Company on thatthrough such date.

StockGrants of Plan-Based Awards for Year Ended December 31, 2017

The following table presents the range of possible payouts of equity andnon-equity incentive awards are based on either performance, continued service or both, subject to acceleration of vesting, if determined by the Compensation Committee, upon retirement, death or disability, change in control or other similar events.

Our practice is to determine the dollar amount of long-term equity compensation to be granted and then to grant a number of shares that have a fair market value equal to the closing price of a share of common stock on the day the grant is made. Fair market value is determined by reference to the closing price of our common stock on the relevant grant dates. Historically, our practice has been to issue restricted stock and not to grant stock options. Other than certain minimal grants of stock optionsnamed executive officers in 2001 that have expired, we have not granted stock options.2017: