UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

Pennsylvania Real Estate Investment Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

JUNE 2, 2016

The Annual Meeting of Shareholders of Pennsylvania Real Estate Investment Trust will be held on Thursday, June 2, 2016 at 11:00 a.m. Eastern Time at the Union League, 140 South Broad Street, Philadelphia, Pennsylvania 19102 for the following purposes:MAY 28, 2020

Purpose of the Meeting:

Record Date:Our Board of Trustees has fixed the close of business on April 4, 20161, 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the meeting.meeting, conducted via live webcast. In light of the public health and safety concerns related to the coronavirus(COVID-19) and the various measures being implemented to reduce its spread, the Annual Meeting will be held via live webcast. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual Meeting, you will need the16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time forcheck-in. Please note that there is noin-person annual meeting for you to attend.

By Order of the Union League hasBoard of Trustees

LISA M. MOST

Secretary

Philadelphia, Pennsylvania

April 17, 2020

TABLE OF CONTENTS

    2020 Proxy Statement    i

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

200 South Broad Street

Philadelphia, Pennsylvania 19102

www.preit.com

PROXY STATEMENTii    2020 Proxy Statement    

  VOTING INFORMATION  

The following table summarizes the election of trustees (Proposal One), assuming a quorum is present, and subject to the majority voting provisions of our corporate governance guidelines, which are described in this Proxy Statement, the nine nominees receiving the highest number of votes cast at the meeting will be elected as trustees. With respect to the advisoryvote required for approval of the Company’s executive compensation as described in the “Compensation Discussion and Analysis” section of this Proxy Statementeach proposal and the accompanying tabular and narrative disclosure (Proposal Two) and the voteeffect on ratification of the selection of KPMG LLP as our independent auditor for 2016 (Proposal Three), assuming a quorum is present, in each case the proposal will be approved if a majority of the shares present in person or by proxy and being cast as a vote on the proposal are voted “FOR” the proposal. Proposal Two is non-binding. If you mark your proxy as “Withhold Authority” or “Abstain” on any matter, or if you give specific instructions that no vote be cast on any specific matter, the shares represented by your proxy will not be voted on that matter, but will count toward the establishment of a quorum. Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they do not have discretionary voting authority and have not received instructions as to how to vote on those proposals (so called “broker non-votes”) are also considered in determining whether a quorum is present, but generally will not affect the outcome of any vote.the vote of abstentions, uninstructed shares held by brokers (which result in “brokernon-votes” when a beneficial owner of shares held in street name does not provide voting instructions and, as a result, under the NYSE rules, the institution that holds the shares may not vote those shares on certain proposals) and signed but unmarked proxy cards.

Voting by Proxy; Revocation of Proxies

You may vote your shares to be voted at the Annual Meeting in personat the virtual meeting by following the instructions available on the meeting website during the meeting or by proxy. We recommend that you vote by proxy even if you plan to participate in the virtual meeting. You can always change your vote at the meeting if you participate in it. All valid proxies received before the Annual Meeting will be voted according to their terms. If you complete your proxy properly, whether by completing and returning a proxy card or by submitting your instructions by telephone or through the internet, but do not provide instructions as to how to vote your shares, your proxy will be voted “FOR” the election of all trustees nominated by our Board of Trustees, “FOR” advisory approval of the Company’s executive compensation as described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the accompanying tabular and narrative disclosure, and “FOR” the ratification of KPMG LLP as our independent auditor. If any other business is properly brought before the Annual Meeting, proxies will be voted in accordance with the judgment of the persons voting the proxies. After providing your proxy, you may revoke it at any time before it is voted at the Annual Meeting by filing an instrument revoking it with our secretarySecretary or by submitting a duly executed proxy bearing a later date. You also may revoke your proxy by attending the Annual Meeting and giving notice of revocation.voting. Attendance at the Annual Meeting, by itself, will not constitute revocation of a proxy.

Delivery of Documents to Shareholders Sharing an Address

Some banks, brokers and other nominee record holders might be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement orand Annual Report might have been sent to multiple shareholders in your household.household, if you have elected to receive paper copies. We will promptly deliver a separate copy of either document to you if you request one by writing or calling us as follows: Investor Relations, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000,

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  VOTING INFORMATION  

Philadelphia, Pennsylvania 19102;19103; Telephone:215-875-0735. If you want to receive separate copies of the Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household in the future, you should contact your bank, broker or other nominee record holder.

Solicitation of Proxies

We will bear the cost of preparing and soliciting proxies, including the reasonable charges and expenses of brokerage firms or other nominees for forwarding proxy materials to shareholders. In addition to solicitation by mail, certain trustees, officers and employees of PREIT and its subsidiaries may solicit proxies personally or by telephone or other electronic means without extra compensation, with the exception of reimbursement for actual expenses incurred in connection with the solicitation. We have also hired Alliance Advisors LLC to assist us in the solicitation of votes for a fee of $3,000, plus out-of-pocket expenses, for these services. The enclosed proxy being solicited in connection with this Proxy Statement is being solicited by and on behalf of our Board of Trustees.

Instructions for Participation in the Virtual Annual Meeting

In light of the public health and safety concerns related to the coronavirusGOVERNANCE(COVID-19) and the various measures being implemented to reduce its spread, the Board of Trustees deemed it advisable to hold the Annual Meeting via live webcast rather thanin-person. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PEI2020 and enter the16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The meeting will begin promptly at 11:00 a.m. Eastern Time on May 28, 2020.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/PEI2020 and following the instructions on the website.

Rules of Conduct for the virtual meeting will be available on the virtual meeting platform.

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GOVERNANCE

PROPOSAL ONE—Election of Trustees

ELECTION OF TRUSTEES

Trustee Nomination Process

PREIT’s trust agreement provides that nominations for election to the office of trustee at any annual meeting of shareholders are made by the Board of Trustees, or by a shareholder if such shareholder provides a notice in writing delivered to our secretarySecretary not less than 90 nor more than 120 days before the anniversary date of the prior year’s meeting, and for an election at an annual meeting that is not within 30 days of such anniversary date, or for a special meeting called for the election of trustees, not later than 10 days following the date on which notice of the date of the meeting is mailed or disclosed publicly, whichever comes first. The notice must be signed by the holders of at least two percent of the common shares outstanding on the date of the notice. Shareholders making nominations of trustee candidates must provide in the notice, among other things, (a) information regarding share ownership and any hedging or other transaction to hedge the economic risk or to increase or decrease the voting power of such shareholder, (b) a description of all agreements or understandings between any such shareholder and each nominee and any other person, pursuant to which any such shareholder has a right to vote any shares, or pursuant to which the nominee or shareholder may be entitled to compensation, reimbursement of expenses or indemnification by reason of such nomination or service as a trustee, including all such information that would be required to be disclosed under federal securities regulations if the nominee were nominated by the Board of Trustees, and (c) such other information regarding each nominee as would be required in a proxy statement had the nominee been nominated by the Board of Trustees. The complete text of these requirements is provided in Section 11.J of PREIT’s trust agreement, which is available on our website at www.preit.com and on the SEC’sSEC��s website at www.sec.gov, and a copy of which may be obtained by written request to our secretarySecretary at our principal executive office. Nominations not made in accordance with the trust agreement procedures will not be considered, unless the number of persons properly nominated is fewer than the number of persons to be elected to the office of trustee at the Annual Meeting. In this latter event, nominations for the trustee positions that would not otherwise be filled may be made at the Annual Meeting by any person entitled to vote in the election of trustees.

Nominees for Trustee

PREIT’s Board of Trustees has nominated George J. Alburger, Jr., Joseph F. Coradino, M. Walter D’Alessio, Michael J. DeMarco, Rosemarie B. Greco, Leonard I. Korman,JoAnne A. Epps, Mark E. Pasquerilla, Charles P. Pizzi and John J. Roberts and Ronald Rubin for election at the Annual Meeting as trustees to serve until the Annual Meeting to be held in the spring of 20172021 and until their respective successors have been duly elected and have qualified. Each of the nominees is currently serving as a trustee whose term expires at the Annual Meeting.

After 23 years of distinguished service, Mr. Korman was not nominated forre-election and will depart from the Board effective as of the date of the Annual Meeting. The Board expresses its gratitude and appreciation for Mr. Korman’s many years of dedicated service to PREIT. Mr. Korman’s experience, leadership and knowledge and his contributions to the Executive Compensation and Human Resources Committee have been invaluable to PREIT over the past 23 years.

Effective upon completion of the Annual Meeting and commencement of the Trustees’ 2020 annual terms, the Board has approved a reduction in size of the Board from 8 to 7 members. If any of the foregoing nominees becomes unable to or declines to serve, the persons named in the accompanying proxy have discretionary authority to vote for a substitute or substitutes, unless the Board of Trustees reduces the number of trustees to be elected.

The following table presents information with respect to the nine nomineesaddress for each nominee for the office of trustee and PREIT’s executive officers, including their ages, principal occupations and the number of common shares beneficially owned by each of them as of March 31, 2016. As of such date, none of the nominees for the office of trustee or PREIT’s executive officers owned any shares of either series of PREIT’s preferred shares. is c/o PREIT, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103.

In selecting nominees for election to the Board of Trustees, the members of the Nominating and Governance Committee and the Board of Trustees consider a number of factors that they deem relevant to service on the Board, including (1) including:

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  GOVERNANCE  

The chart below highlights several categories of skills and areas of expertise of our trustees. Generally, the Nominating and Governance Committee and the Board of Trustees consider it important that nominees have competencies in one or more of the following areas: the real estate industry, public or corporate finance, management, retail, accounting or government.these areas. Each nominee brings his or her particular set of personal experiences and competencies to the Board of Trustees, which, were considered by the Nominating and Governance Committee andtaken as a whole, enable the Board of Trustees to provide effective leadership to the Company in order to achieve our strategic objectives and which are briefly highlighted in the table below.deliver returns to our shareholders.

The address for each nominee for the office of trustee and each executive officer is c/o PREIT, The Bellevue, Third Floor, 200 South Broad Street, Philadelphia, Pennsylvania 19102.

Nominees for the Office of Trustee		Common Shares Beneficially Owned   on March 31, 2016(1)
Principal Occupation, Affiliations and Qualifications		Number					Percent of Class(2)
Joseph F. Coradino(3) Age: 64 Trustee since: 2006The Nominating and Governance Committee and the Board of Trustees also consider it important that the Board of Trustees is comprised of individuals with varying lengths of tenure with the Company. This helps to ensure that the Board of Trustees strikes an appropriate balance of those with extensive experience with the Company and those who can bring new, fresh ideas to the Company, increasing shareholder value.				566,794	(4)

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  GOVERNANCE  

^u  Nominees for the Office of Trustee

*

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  GOVERNANCE  

Nominees for the Office JOANNE A. EPPS Age: 68 Trustee since: 2018 Committees: •   Nominating and Governance Number of TrusteePublic Company Boards: 1		Common Shares Beneficially Owned  Background Ms. Epps, 68, is Executive Vice President and Provost of Temple University, a position she has held since 2016. Ms. Epps was previously the Dean of the Temple University Beasley School of Law from 2008 to 2016, and is a member and former President of the Board of Directors of the Defenders Association of Philadelphia, and one of five members of Philadelphia’s Board of Ethics. She is a member of the Board of Directors of the ABA Retirement Funds, where she currently chairs the Governance and Compensation Committee and previously chaired the Investment Committee. She is a member of the Pennsylvania Women’s Forum. Previously, Ms. Epps was a member of the Board of Directors of the National Association of Women Lawyer’s Foundation, where she chaired the review of Board governance protocols, and she was a member of the Trinity College Board of Trustees, where she served on March 31, 2016(1)the Finance and Audit Committee. Qualifications and Experience Relevant To Us Ms. Epps has a diverse combination of legal, business, operational, and community and governmental knowledge. Ms. Epps brings to the board her many skills, including in the areas of corporate governance, finance and management, organizational development and strategic planning.
Principal Occupation, Affiliations and Qualifications		Number					Percent of Class(2)

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  GOVERNANCE  

Nominees for the Office of Trustee		Common Shares Beneficially Owned   on March 31, 2016(1)
Principal Occupation, Affiliations and Qualifications		Number					Percent of Class(2)
Mark E. Pasquerilla(9) Age: 56 Trustee since: 2003				126,003	(10)				*
Officerofficer and director of Pasquerilla Enterprises, LP and its subsidiaries (ownership and management of hospitality properties), a position he has held since 2006 (Chief Executive Officer since 2013, President from 2006 to 2013)., and sole member of Pasquerilla Management LLC. From 1992 to 2006, he served as an officer and director of Crown Holding Company and its subsidiaries (CEO(Chief Executive Officer and Chairman from April 1999 to December 2006 and President from 1992 to 2006). In July 2013,addition, Mr. Pasquerilla served as the Pasquerilla Enterprises LP consolidated group acquired Crown Holding Company and its subsidiaries. Chairman of the Board of Trustees, President and Chief Executive Officer of Crown American Realty Trust from 1999 to 2003.2003, Vice Chairman of Crown American Realty Trust from 1998 to 1999.1999, and Trustee of Crown American Realty Trust from 1993 to 2003. He has been a Director of AmeriServ Financial, Inc., a publicly traded company, AmeriServ Financial Bank and AmeriServ Life Insurance Company since 1997. BoardMr. Pasquerilla is a board member of Concurrent Technologies Corporation, a charitable organization, a position he has held since 1990. BoardIn addition, he is current a board member of the Community Foundation for the Alleghenies, a charitable organization, which he has served since 1991. AdvisoryMr. Pasquerilla has been an advisory board member of the University of Pittsburgh at Johnstown since 1988. Board1988, is a current board member of Johnstown (Pennsylvania) Area Heritage Association;Association, and President of the Greater Johnstown Regional Partnership;Partnership, and he served as Trustee of the International Council of Shopping Centers from 2002 to 2005.   Qualifications and Experience Relevant To Us As the Chairman and Chief Executive Officer of Crown American Realty Trust at the time of its merger into PREIT in 2003, Mr. Pasquerilla brings to the Board a broad understanding of the retail real estate industryindustry. In accordance with the merger agreement between PREIT and knowledge of the properties acquired by PREIT from Crown American Realty Trust in 2003, PREIT expanded the size of its Board of Trustees and the communities that they serve.elected Mr. Pasquerilla, served aswho was a trusteemember of Crown’s board at the time of the International Council of Shopping Centers,merger, to fill a leading trade organization, and is currently a director of a publicly-owned bank and onvacancy created by the boards of several community organizations.expansion. Mr. Pasquerilla’s competencies are derived from his business experience and community service activities, and include a knowledge of real estate acquisitions, finance and management, private and public capital markets, organizational development and strategic planning.

Nominees for the Office of Trustee		Common Shares Beneficially Owned   on March 31, 2016(1)
Principal Occupation, Affiliations and Qualifications		Number					Percent of Class(2)
CharlesCHARLES P. PizziPIZZI Age: 65 Age: 69 Trustee since: 2013 Committees: •   Nominating and Governance (Chair) •   Compensation Number of Public Company Boards: 2			Background	12,481	(11)				*
FormerMr. Pizzi, 69, is the former President and Chief Executive Officer and director of Tasty Baking Company, a position he held from 2002 until the company’s sale in 2011. He is a Director of Brandywine Realty Trust (office and industrial real estate development and management), PHH Corporation (residential mortgage originator), Allied Security Holdings LLC (security officer services),and also serves as Chairman of the Board of Independence Health Group and as a director of Franklin Square Energy & Power Fund, and Franklin Square Global Credit Opportunities Fund. FormerFund and WHYY, Inc. (Philadelphia-based public broadcaster). From 2006 to 2011, Mr. Pizzi was a director of the Federal Reserve Bank of Philadelphia, from 2006 to 2011, including service as Chairman from 2010 to 2011. FormerIn addition, he was a director of the Philadelphia Stock Exchange from 1997 until its acquisition by NASDAQ in 2008.2008 and was the President and Chief Executive officerOfficer of the Greater Philadelphia Chamber of Commerce from 1989 to 2002. DirectorIn addition to the directorships noted above, Mr. Pizzi serves as a director of a variety of civic, educational, charitable and other boards, including the boards of Drexel University, Philadelphia Beltline Railroad, and Independence Blue Cross.the Board of Advisors of PNC Philadelphia.   Qualifications and Experience Relevant To Us Mr. Pizzi’s career is unusually extensive and varied, including nine years as president and chief executive officer of a public company, service as a director of companies engaged in real estate, health insurance, construction, engineering, investment and security operations, and a broad range of civic and community leadership and service. By reason of his experience, Mr. Pizzi brings to the Board a diverse combination of business, operational, public company, community and governmental knowledge and skills.

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  GOVERNANCE  

Nominees for the Office of Trustee		Common Shares Beneficially Owned   on March 31, 2016(1)
Principal Occupation, Affiliations and Qualifications		Number					Percent of Class(2)
Ronald Rubin(3)(13) Age: 84 Trustee since: 1997				1,227,822	(14)				1.7	%
Executive Chairman of PREIT since 2012. Chairman of PREIT from 2001 to 2012. Chief Executive Officer of PREIT from 1997 to 2012. Chairman and Chief Executive Officer of The Rubin Organization, Inc. (renamed PREIT-RUBIN, Inc. upon its acquisition by PREIT in 1997) from 1992 to 1997. Trustee of the International Council of Shopping Centers. Past Chairman of the Center City District and past Chairman of the Greater Philadelphia Chamber of Commerce. Director of PECO Energy Company, a subsidiary of Exelon Corporation. Director of the Kimmel Center, Inc., Past President of the Jewish Federation of Greater Philadelphia. Co-Chairman of the National Museum of American Jewish History and served on the boards of the Franklin Institute, the Philadelphia Orchestra and the United Jewish Appeal. Mr. Rubin has been engaged in real estate ownership, development and management for his entire adult life and is widely recognized as a leader in the industry. Prior to becoming Chief Executive Officer of PREIT in 1997, Mr. Rubin was Chief Executive Officer of The Rubin Organization, which was acquired by PREIT in 1997. PREIT acquired The Rubin Organization, in significant part, to secure the leadership and extensive real estate industry knowledge, experience and relationships of Mr. Rubin and the team of executives that he had assembled. Mr. Rubin brings to the Board of Trustees extensive business experience, effective leadership and a vast knowledge of PREIT, its properties and the real estate industry.

		Shares Beneficially Owned On March 31, 2016(1)
Executive Officers		Number				Percent of Class(2)
Jonathen Bell Age: 48			43,774	(15)			*
Senior Vice President of PREIT since 2007. Chief Accounting Officer of PREIT since 2006. Vice President—Financial Services of PREIT from 1999 to 2007. From 2003 to 2006, Corporate Controller of PREIT. From 1997 to 1999, Controller of Washington REIT in Rockville, Maryland.
Bruce Goldman Age: 57			141,661	(16)			*
Executive Vice President and General Counsel of PREIT since 2002. Secretary of PREIT since 2005. From 2001 to 2002, Senior Vice President—General Counsel of PREIT. From 2000 to 2001, Senior Vice President-Legal of PREIT. From 1997 to 2000, Vice President of New City Development, the development subsidiary of Mirage Resorts, Inc.
Andrew M. Ioannou Age: 41			56,156	(17)			*
Executive Vice President—Finance and Acquisitions of PREIT since 2015. Treasurer of PREIT and PREIT Services, LLC since 2010. Senior Vice President—Capital Markets of PREIT from 2010 to 2015. Vice President—Capital Markets of PREIT Services, LLC and PREIT-RUBIN, Inc. from 2005 to 2010.
Robert F. McCadden Age: 58			322,151	(18)			*
Executive Vice President and Chief Financial Officer of PREIT since 2004. From 2002 to 2004, Partner of KPMG LLP. From 1993 to 2002, Partner of Arthur Andersen LLP. Director of Independence Realty Trust, Inc. (multifamily real estate investment) since 2011 and Trustee of Universal Health Realty Income Trust (health care real estate investment) since 2013.
Mario C. Ventresca, Jr. Age: 49			56,219	(19)			*
Executive Vice President—Operations of PREIT Services, LLC since 2015. Senior Vice President—Asset Management from 2005 to 2015. Vice President—Retail Asset Management from 2000 to 2005.
All Trustees and executive officers as a group (14 persons)			3,111,316	(20)			4.4	%

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  GOVERNANCE  

(3)

The employment agreements between PREIT and each of Joseph F. Coradino and Ronald Rubin provide that, during the term of their respective employment agreements, the Board of Trustees shall nominate Joseph F. Coradino and Ronald Rubin, respectively, as a candidate for election to the Board of Trustees at each annual meeting at which his term as a trustee is scheduled to expire.

(15)	Mr. Bell directly owns all 43,774 shares.

Majority Voting Standard for Trustee Elections and Board Procedures

With respect to the election of trustees, assuming a quorum is present, and subject to the majority voting provisions of our corporate governance guidelines described below, the nineseven nominees receiving the highest number of votes cast at the Annual Meeting will be elected trustees. If you mark your proxy as “Withhold Authority”“Withhold” in the election of any of the trustees, or if you give specific instructions that no vote be cast in the election of any of the trustees, the shares represented by your proxy will not be voted in the election of such trustee(s), but will count toward the establishment of a quorum.

Pursuant to PREIT’s corporate governance guidelines, if any nominee for trustee receives a greater number of “Withhold Authority”“Withhold” responses regarding his or her election than votes “FOR” his or her election, that nominee will be required to promptly tender his or her resignation to the Nominating and Governance Committee of the Board of Trustees following certification of the shareholder vote. The Nominating and Governance Committee of the Board of Trustees will consider the resignation offer and recommend to the Board of Trustees whether or not to accept it. The Board of Trustees (excluding such nominee) will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Thereafter, the Board of Trustees will promptly disclose its decision as to whether to accept the trustee’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release to be disseminated in the manner that PREIT’s press releases typically are distributed or by other means of public disclosure.

Any trustee tendering his or her resignation pursuant to the procedures described above will not participate in the Nominating and Governance Committee recommendation or any other action of the Board of Trustees regarding whether to accept the resignation.resignation offer. If each member of the Nominating and Governance Committee were to receive a majority of votes marked “Withhold Authority”“Withhold” in the same election, then the independent members of our Board of Trustees who did not receive a majority of votes marked “Withhold Authority”“Withhold” would appoint a committee among themselves (which may consist of some or all of them) to consider the resignations and recommend to the Board of Trustees whether to accept them.

Board Recommendation

Our Board of Trustees recommends that shareholders vote FOR the election of each of the individuals named in this Proxy Statement and nominated for election as trustees by our Board of Trustees.

10    2020 Proxy StatementCORPORATE GOVERNANCE AND BOARD MATTERS    

  GOVERNANCE  

Corporate Governance and Board Matters

Leadership Structure

In June 2012, Joseph F. Coradino became Chief Executive Officer of PREIT succeeding Ronald Rubin, who retired as Chief Executive Officer but remains as Executive Chairman. Ronald Rubin had been Chief Executive Officer since 1997 and in February 2017 he became Chairman since 2001.of PREIT. Mr. Coradino hadhas been a senior officer of PREIT since he joined the Company in 1997 and has been a Trustee of the Company since 2006. The Board of Trustees believes that promoting Mr. Coradino to the role of Chief Executive Officer, while retaining the knowledge and experience of Mr. Rubin as Executive Chairman, facilitated a smooth transition of leadership from Mr. Rubin to Mr. Coradino.

On January 4, 2016, pursuant to the terms of the employment agreement between the Company and Ronald Rubin, the Company provided notice of non-renewal of Mr. Rubin’s employment agreement, and consequently, the term of his employment agreement as Executive Chairman will expire on June 7, 2016. While the transition of leadership to Mr. Coradino is now complete, Mr. Rubin will continue to serve as the non-executive Chairman of the Company’s board of trustees and the Company will continue to benefit from his knowledge and expertise.

The Board of Trustees has also previously appointed M. Walter D’AlessioCharles P. Pizzi to a fifth fourthone-year term as Lead Independent Trustee that commencedwill commence at the 2015 Annual Meeting of Shareholders of the Company and extendsextend to the 20162021 Annual Meeting of Shareholders of the Company. The scope of Mr. D’Alessio’sPizzi’s responsibilities in this role includes board operations, Chief Executive Officer evaluation and succession, Board of Trustees evaluation and recruitment, and, as appropriate, shareholder relations.

The Board believes that this structure, including a Lead Independent Trustee, Chairman and CEO, is appropriate and effective for PREIT because it provides (i) provides a separate conduit through the Lead Independent Trustee between the independent trustees and the CEOChief Executive Officer and other executive officers of PREIT, as appropriate, (ii) provides an additionala mechanism for oversight by the independent trustees, and (iii) provides a means of enhancing conditions for engagement by the Board in PREIT’s decision-making processes. The Board currently includes seven non-employee trustees (and upon the change in Ronald Rubin’s status, will include eightnon-employee trustees)trustees who, by virtue of their collective leadership experience and their positions on the various committees of the Board discussed below, provide significant independent leadership and direction that complements the leadership provided by the Lead Independent Trustee Ronald Rubin and JosephMr. Coradino.

Meetings of Independent Trustees

In addition to PREIT’s Board and committee meetings, the independent members of PREIT’s Board of Trustees meet separately at regularly scheduled meetings. The Lead Independent Trustee presides over these meetings.

Role in Risk Oversight

The full Board is responsible for, and is actively involved in, identifying and overseeing the management of the risks that PREIT faces. The Board retains direct decision makingdecision-making authority regarding the most significant of these risks, and exercises its oversight of management with respect to other risks. With respect to the exercise of direct decision making, the Board generally manages these risks through (i) the allocation of specific duties and responsibilities to its committees and the interaction of those committees, in performing the duties and responsibilities allocated to them, and (ii) with the engagement of various outside consultants, including our independent auditor and our compensation consultant. The Board typically performs its oversight function through review of reports from the Chairs of these committees, as well as through regular discussions and reports from management regarding any significant or developing risks. Among other relevant information, the Board receives a report annually from management describing management’s methodology for identifying, assessing, mitigating, monitoring and disclosing operational and other risks. In addition, at mostthe Board meetings anddiscusses with management, at least quarterly, management distributes and discusses with the Board an annotated list of the risks identified and discussed in the most recently filed Annual Report on Form 10-K of PREIT, identifying the primary person or group within the Company responsible for overseeing and addressing each risk, any changes to the intensitykey risk factors identified in the annual report. This annual assessment and the related ongoing discussions are designed to (i) keep the Company’s risk profile current, (ii) provide ongoing assessment of eachrisks and improvement to our risk management capabilities, (iii) make sure that the Board and any observed trends, even ifexecutive management are in alignment with respect to the overall intensityCompany’s appetite for risk, (iv) ensure that the Company’s risk culture encourages the right type of behaviors, and (v) integrate risk management with the risk remains unchanged.appropriate management processes. The Board believes that the leadership structure discussed above, which places significant authority in the hands of its independent trustees while involving employee trusteesthe Chief Executive Officer in Board decision-making, enhances its ability to identify and oversee the risks that PREIT faces.

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  GOVERNANCE  

Committees of the Board

PREIT has a standing Executive Compensation and Human Resources Committee (the “Compensation Committee”), a standing Audit Committee, a standing Nominating and Governance Committee and, a standing Special Committee under PREIT’s Related Party Transactions Policy. Policy, a standing Special Committee. The 2019 composition and duties of each committee are outlined in the table below. If the seven trustee nominees are elected at the Annual Meeting, upon Mr. Korman’s departure from the Board of Trustees at the Annual Meeting, PREIT anticipates the composition of the committees to be as outlined below in the “Anticipated Members effective May 28, 2020” column.

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  GOVERNANCE  

PREIT’sby-laws also authorize the establishment of a standing Executive Committee to consist of three members. PREIT’s Board of Trustees has not appointed any members to the Executive Committee. If duly constituted, the Executive Committee would be authorized to exercise all of the powers and authority of the Board of Trustees between meetings of the Board of Trustees, except for matters that are expressly reserved by PREIT’sby-laws to the full Board of Trustees or to another committee of the Board of Trustees.

Executive Compensation and Human Resources Committee. The Compensation Committee is comprised of Charles P. Pizzi, Chair, M. Walter D’Alessio, Leonard I. Korman and John J. Roberts. The principal duties of the Compensation Committee are to set the annual and long term compensation of PREIT’s executive officers in light of existing agreements and consistent with compensation objectives and policies established by the Compensation Committee, to make recommendations to PREIT’s Board of Trustees regarding incentive compensation and equity-based plans, and to administer these plans. The Compensation Committee does not have the authority to delegate any portion of its responsibilities over the compensation of PREIT’s executive officers to others, although it is assisted by, and consults with, others.

The Compensation Committee met eight times during 2015. MeetingCommittee’s meeting agendas are set by the Chair. The Compensation Committee considers the recommendations of PREIT’s Chief Executive Officer in establishing compensation for the named executive officers other than the Chief Executive Officer, and invited the Chief Executive Officer to participate in compensation deliberations by the Compensation Committee concerning PREIT’s named executive officers other than the Chief Executive Officer.

The Compensation Committee has the exclusive authority to retain and terminate the services of executive compensation consultants to assist in the evaluation of executive officer compensation. The Compensation Committee evaluates the conflicts of interest of any consultant retained or to be retained consistent with its charter and applicable law. Since October 2010, the Compensation Committee has annually engaged Pay Governance, LLC to serve as the consultant to the Compensation Committee. The compensation consultant periodically advises the Compensation Committee on developing compensation trends and programs among REITs and other public companies. The compensation consultant also presents, from time to time, at the Compensation Committee’s direction, compensation data from several sources, including a proprietary survey of executive compensation among REITs prepared for the National Association of Real Estate Investment Trusts (“NAREIT”) and from the proxy statements of selected REITs.

The Compensation Committee’s process for setting executive compensation is described under “Compensation—Compensation Discussion and Analysis.”

Audit Committee. The Audit Committee which is comprised of John J. Roberts, Chair, Michael J. DeMarco, Rosemarie B. Greco and Charles P. Pizzi, met four times during 2015. The principal duties of the Audit Committee are to oversee PREIT’s accounting and financial reporting processes and the audit of PREIT’s financial statements, to select and retain independent auditors, to review with management and the independent auditors PREIT’s annual financial statements and related notes, to review PREIT’s internal audit activities, to review with the independent auditors the planned scope and results of the annual audit and their reports and recommendations, and to review with the independent auditors matters relating to PREIT’s system of internal controls.

PREIT’s audit committee charter provides that no member of the Audit Committee may serve on the audit committee of more than two public companies other than PREIT unless the Board of Trustees determines that such service would not impair the member’s ability to effectively serve on PREIT’s Audit Committee. John J. Roberts presently serves on the audit committees of three public companies other than PREIT. The Board of

Trustees has considered Mr. Roberts’ service on these other audit committees and has determined that Mr. Roberts’ service on the other audit committees will not impair his ability to effectively serve in his role on PREIT’s Audit Committee.

Nominating and Governance Committee.Committee

The Nominating and Governance Committee whichand the full Board recognize that diversity is comprised of Rosemarie B. Greco, Chair, M. Walter D’Alessio, Leonard I. Kormanvaluable to a well-functioning board, and Mark E. Pasquerilla, met five times during 2015. The principal duties of the Nominating and Governance Committee are to identify individuals qualified to become trustees of PREIT, recommend trustee nominees and trustee committee appointments to the Board of Trustees, review annually the compensation paid to non-employee trustees, develop and recommend a set of governance principles applicable to PREIT, and oversee the evaluation of the performance of PREIT’s Board of Trustees and management with respect to matters other than compensation.

While it does not maintain a formal policy on diversity, the Nominating and Governance Committee chooses candidates for the office of trustee without regard to age, sex, race, religion, national origin or sexual orientation. In selecting candidates for the position of trustee, the Nominating and Governance Committee and the full Board recognize that diversity is valuable to a well-functioning board, aspireaspires to increase Board diversity as an essential element in supporting the attainment of PREIT’s strategic objectives, and considerconsiders diversity in a broad sense, including differences of perspectives, experiences, expertise, skills and background. Its charter specifies the following minimum qualifications, qualities and skills that a committee-recommended nominee must possess: the highest character and integrity; sufficient experience to enable a meaningful contribution to PREIT and its Board of Trustees; and sufficient time available to devote to PREIT’s affairs and to carry out the responsibilities of a trustee.

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The Nominating and Governance Committee does not solicit recommendations from shareholders regarding trustee nominee candidates, but will consider any such recommendation received in writing and accompanied by sufficient information to enable the Nominating and Governance Committee to assess the candidate’s qualifications, along with confirmation of the candidate’s consent to serve as a trustee if elected. Such recommendations should be sent care of Bruce Goldman, Executive Vice President,Lisa M. Most, General Counsel, Chief Compliance Officer and Secretary, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102.19103. Any recommendation received from shareholders after January 1 of any year will not be considered until the following year. In addition to considering candidates recommended by shareholders, the Nominating and Governance Committee considers potential candidates recommended by PREIT’s current trustees and officers and is authorized to utilizeuse independent search firms to assist in identifying candidates. The process for screening candidates is the same regardless of the source of the recommendation, but only shareholder recommendations are subject to the January 1 deadline for submission for consideration in any given year. In each case, the Nominating and Governance Committee determines whether a recommended candidate meets PREIT’s minimum qualifications and possesses the qualities and skills for trustees, and whether requesting additional information or an interview is appropriate.

Special Committee Regarding PREIT’s Related Party Transactions Policy. The Special Committee relating to PREIT’s Related Party Transactions Policy (the “Special Committee”), which is comprised of M. Walter D’Alessio, Chair, Leonard I. Korman and Mark E. Pasquerilla, met once during 2015. At that meeting the Special Committee addressed the sale of the Company’s 50% interest in Springfield Park to a group controlled by Ronald Rubin, the Company’s Executive Chairman. The Special Committee obtained a third party valuation of the Company’s interest, and took into account that (i) the buyer was also assuming certain Company obligations to a major tenant at the property, (ii) the risks involved in taking over a 50% interest would likely narrow the field of potential buyers, (iii) the asset was a non-core asset, and (iv) the Company did not maintain a management or leasing role with respect to the property. In light of these factors, the Special Committee found and reported to the Board of Trustees that the transaction was fair to the Company and that the terms would have been on the same basis if the transaction did not involve a related party, and the Board of Trustees approved the transaction.

The principal duties of the Special Committee are to administer PREIT’s Related Party Transactions Policy by reviewing those transactions that PREIT’s General Counsel determines to be subject to the policy. See “Other Matters—Related Party Transactions Policy.”

Meetings of Independent Trustees

In addition to PREIT’s Board and committee meetings, the independent members of PREIT’s Board of Trustees meet separately at regularly scheduled meetings. The Lead Independent Trustee presides at these meetings. See “Corporate Governance Guidelines and Codes of Conduct—Trustee Independence.”

Communicating with the Board of Trustees

Any interested party wishing to communicate with PREIT’s Board of Trustees, the independent trustees or any individual PREIT trustee on a confidential basis may do so in writing addressed, as applicable, to the Board of Trustees, the independent trustees or the individual trustee and sent care of Bruce Goldman, Executive Vice President,Lisa M. Most, General Counsel, Chief Compliance Officer and Secretary, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102.19103. PREIT’s General Counsel will review any such communication and will deliver such communications to the addressee.

Meetings of the Board of Trustees

The Board of Trustees met thirteeneleven times during 2015.2019. All of the trustees serving as trustees in 2019 attended at least 75% of Board and applicable committee meetings in 2015.2019. The Board of Trustees’ policy is that trustees are expected to attend PREIT’s Annual Meeting of Shareholders.Shareholders, which will be held via Internet in 2020. Last year, all of the trustees attended the Annual Meeting.

Corporate Governance Guidelines and Codes of Conduct

PREIT’s corporate governance guidelines, code of business conduct and ethics fornon-employee trustees, code of business conduct and ethics for officers and employees (which includes the code of ethics applicable to our chief executive officer, principal financial officer and principal accounting officer), related party transactions policy and the governing charters for the Audit, Nominating and Governance and Compensation Committees of PREIT’s Board of Trustees are available free of charge on PREIT’s website at www.preit.com, as well as in print to any shareholder upon request. PREIT’s Board of Trustees and Nominating and Governance Committee regularly review corporate governance developments and modify these guidelines, codes and charters as warranted. Any modifications or waivers are reflected on PREIT’s website as soon as practicable.

Employee, Officer and Trustee Hedging

Under PREIT’s Corporate Governance Guidelines,non-employee trustees and executive officers may not engage in hedging transactions involving our securities, including the purchase or sale of puts, calls, options or other derivative securities based on PREIT securities, as well as the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of PREIT securities. The policy does not restrict hedging bynon-executive officer employees or by designees of trustees or executive officers. Under PREIT’s Policy on Selective Disclosure of and/or Use of Inside Information, PREIT strongly discourages all employees from purchasing PREIT securities on margin, engaging in short sales of PREIT securities or buying and selling puts or calls for such securities.

Commitment to Sustainability and Corporate Responsibility

PREIT owns a portfolio of high-quality malls in which we create environments where retailers and customers connect. The Company continuously strives to align its business strategy with its commitment to responsible corporate

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citizenship. PREIT’s properties serve as gathering places within the community, making sustainability an important focus.

During 2019, we formed a cross-functional leadership group to focus our environmental, social and governance efforts. Quarterly updates on the group’s work are provided to the Nominating and Governance Committee. Our commitment to sustainability influences how we operate and redevelop our centers, provide dynamic experiences for our guests, conduct business with our partners, engage within our communities and create an engaging work environment for our colleagues.

Below are some of the highlights of our commitment in this area:

ENVIRONMENTAL

We have undertaken a number of initiatives to increase energy efficiency, reduce waste and decrease overall environmental impact.

SOCIAL

We take pride in our relationships with our colleagues, tenants, partners, guests and the communities in which we operate. We care about our people and what makes them unique.

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GOVERNANCE

PREIT and its Board of Trustees are dedicated to maintaining a high standard for corporate governance based on integrity, ethics and transparency. Each of our trustees, other than our CEO, meets the NYSE standard for independence. Our trustees stand forre-election every year. In furtherance of PREIT’s sustainability initiatives and commitment, we have established a management sustainability committee that is charged with providing focus and oversight of our environmental, social and governance efforts.

Trustee Independence

All of PREIT’snon-employee trustees are independent. Including employee trustees,independent, which means that, if all nominees are elected, more than three quarters (seven(six out of nine)seven) of the members of PREIT’s Board of Trustees in the period from 2015 to 2016 are independent. If all of the candidates for trustee at the Annual Meeting are elected, seven out of nine trustees for the period from 2016 to 2017 will again be independent. For a trustee to be considered independent, PREIT’s Board of Trustees must determine that the trustee does not have any direct or indirect material relationship with PREIT. PREIT’s Board of Trustees has established guidelines to assist it in determining trustee independence, which are contained in the Company’s corporate governance guidelines. These guidelines conform to the independence requirements contained in the New York Stock Exchange listing rules. In addition, PREIT’s Board of Trustees has adopted categorical standards to assist it in making determinations of independence.

Standards of Independence

The guidelines and the categorical standards used by PREIT’s Board of Trustees to determine whether a trustee is independent specify that:

is not and, within the past two years, has not been an executive officer of, or the direct or indirect owner of more than 10% of the equity interest in, any business or professional entity:

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The Board of Trustees determined that the following seven members of PREIT’s current nineeight member Board satisfy the New York Stock Exchange’s independence requirements and PREIT’s guidelines: M. Walter D’Alessio,George J. Alburger, Michael J. DeMarco, Rosemarie B. Greco,JoAnne A. Epps, Leonard I. Korman, Mark E. Pasquerilla, Charles P. Pizzi and John J. Roberts. Despite his changeMr. Coradino, our Chief Executive Officer, is our only trustee who is not considered independent.

In making this determination, the Board of Trustees considered Mr. Pizzi’s relationships with Brandywine Realty Trust, Independence Blue Cross and Conner Strong & Buckelew, as more fully described in title, Ronald Rubin will not be deemed independent for 2016 to 2017the “Related Party Transactions Policy” section of this Proxy Statement beginning on page 77, because PREIT has commercial relationships with these three entities. The Board of his recent serviceTrustees also considered Mr. Pizzi’s role as an executive officera member of the Company.advisory board of PNC Philadelphia, as PREIT also has a commercial relationship with PNC Philadelphia. The Board of Trustees determined that Mr. Pizzi does not have any direct or indirect material relationship or interest in the transactions between PREIT and these entities and that all parties have entered into these transactions in the ordinary course of business. Accordingly, the Board of Trustees determined Mr. Pizzi to be independent.

All members of each of the Compensation Committee, Audit Committee and Nominating and Governance Committee of PREIT’s Board of Trustees must be, and are, independent trustees. Members of the Audit Committee must also, and do, satisfy additional Securities and Exchange Commission independence requirements, which provide that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from PREIT or any of its subsidiaries other than compensation for serving on PREIT’s Board of Trustees or on committees of PREIT’s Board of Trustees.

Board Service

Over the past fourfive years, fiveseven trustees of the Company left the Board of Trustees, most of whom had served for more than 10 years. Last year,Ms. Epps joined our Board recommended the election ofboard in 2018, Mr. Alburger joined our board in 2017, and Mr. DeMarco as a new director. Three years ago, Mr. Pizzi joined our Board, and four years ago, we welcomed Ms. Greco back to our Board following a short

breakboard in service.2015. We expect that our Nominating and Governance Committee will continue to consider, among other things, the relative mix of the lengths of service of our trustees in making recommendations for nominees as trustee.

Related Party Transactions Policy

PREIT’s Board of Trustees has adopted a written policy related to the review and approval or ratification of related party transactions. The procedures set forth in the policy do not replace or supersede any other policies or procedures related to the approval of transactions by PREIT as set forth in PREIT’s other corporate governance policies or as required by law. See “Other Matters—Related Party Transactions Policy.”

Compensation Committee Interlocks and Insider Participation

Mr. DeMarco, Mr. Korman and Mr. Pizzi served on the Compensation Committee during 2019. No member of PREIT’s Compensation Committee is or was during 20152019 an employee, or is or ever has been an officer, of PREIT or its subsidiaries. No executive officer of PREIT served as a director or a member of the compensation committee of another company, one of whose executive officers serves as a member of PREIT’s Board of Trustees or Compensation Committee.

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Section 16(a) Beneficial Ownership Reporting Compliance2019 Trustee Compensation

Section 16(a)

Our philosophy for trustee compensation is that it should be made in proportion to the amount and complexity of the Securities Exchange Act of 1934 requires PREIT’s executive officers and trustees and persons who own more than ten percent of a registered class of PREIT’s equity securities (collectively, the “reporting persons”) to file reports of ownership and changes in ownershipwork required, aligned with the Securities and Exchange Commission and to furnish PREIT with copies of these reports. Based on PREIT’s review of the copies of the reports it has received, and written representations received from certain reporting persons with respect to the filing of reports on Forms 3, 4 and 5, PREIT believes that all filings required to be made under Section 16(a) by the reporting persons since the beginning of 2015 were made on a timely basis, except that Mr. Leonard Korman, onelong-term interests of our trustees, failedshareholders, transparent to timely report on a Form 5 two gifts of 34,600 shares in the aggregate to his family foundation.

2015 Trustee Compensation

Eachour shareholders and consistent with trustee independence. Trustees employed by PREIT do not receive additional compensation for serving as trustee. Trustees who isare not an employeeemployees of PREIT received an annual retainer for 2015 of $45,000, plus $1,500 per Board of Trustees or committee meeting in whichreceive the trustee participated. In addition, the Lead Independent Trustee receives an additional retainer of $25,000, the Chair of PREIT’s Audit Committee receives an additional retainer of $15,000, the Chairs of the Compensation Committee and the Nominating and Governance Committee each receive an additional annual retainer of $10,000, and the Chair of the Special Committee established under PREIT’s Related Party Transactions Policy receives an additional annual retainer of $5,000.following cash compensation:

Non-employee trustees also typically receive restricted shares annually, which vest over one year. Such annual award is granted on the first day of the annual term of service, on the date following our annual meeting of shareholders. In 2015,2019, the Board of Trustees determined that the award of restricted shares tonon-employee trustees would be equal in value to $85,000,$115,000, which equated to 3,73216,400 shares based on the $22.773$7.01 average of the closing prices of PREIT shares for the 20 trading days prior to the date of grant. The shares were awarded under the Second Amended and Restated 20032018 Equity Incentive Plan. In past years, it had been the practice of PREIT to grant to each newly elected trustee an option to purchase 5,000 shares, which vested over four years. In 2014, prior to the election of Michael J. Demarco as a trustee, the Company discontinued this practice.

The following table summarizes the fees and other compensation earned by ournon-employee trustees for their service on our Board of Trustees and any committees of the Board of Trustees during 2015.2019.

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The following table summarizes the aggregate number of restricted shares and options held by ournon-employee trustees at December 31, 2015.2019.

Information about our Executive Officers

The following information is provided with respect to each of our currentnon-trustee executive officers. Information regarding Joseph F. Coradino, our Chairman and Chief Executive Officer, is provided above in the “Nominees for Trustee” section beginning on page 6. Our executive officers are appointed by our Board of Trustees to serve in their respective capacities until their successors are duly appointed and qualified or until their earlier resignation or removal.

Executive Vice President—Head of Leasing of PREIT since 2017. Senior Vice President and Head of Leasing of PREIT from 2007 to 2017. Vice President, Anchor Leasing of PREIT from 2003 to 2007.

Executive Vice President—Strategy and Communications of PREIT since 2019. Senior Vice President—Strategy and Communications of PREIT from 2017 to 2019. Senior Vice President—Corporate Communications and Investor Relations of PREIT from 2016 to 2017. Vice President—Corporate Communications and Investor Relations of PREIT from 2012 to 2016. Director—Asset Management of PREIT from 2006 to 2012.

Executive Vice President—Finance and Acquisitions of PREIT since 2015. Treasurer of PREIT since 2010. Senior Vice President—Capital Markets of PREIT from 2010 to 2015. Vice President—Capital Markets of PREIT from 2005 to 2010.

Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary of PREIT since 2019. Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary of PREIT from 2018 to 2019. Senior Vice President—Legal of PREIT from 2016 to 2018. Vice President—Legal of PREIT from 2014 to 2016. Director—Legal of PREIT from 2004 to 2014. Employed by PREIT since 1999.

Executive Vice President and Chief Financial Officer since 2020. Executive Vice President—Operations of PREIT from 2015 through 2019. Senior Vice President—Asset Management of PREIT from 2005 to 2015. Vice President—Retail Asset Management of PREIT from 2000 to 2005.

COMPENSATIONManagement Ownership

The following table sets forth certain information regarding the beneficial ownership of our common shares for each trustee, each nominee for the office of trustee, and each named executive officer as of April 1, 2020, as well as all trustees and executive officers of the Company as a group. As of such date, none of the nominees for the office of trustee or PREIT’s executive officers owned any shares of any series of PREIT’s preferred shares.

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All percentages are calculated based on 78,840,452 shares outstanding as of April 1, 2020. The address for each individual identified is c/o PREIT, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103. Unless indicated otherwise, each individual has sole voting and sole investment power with respect to all shares.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires PREIT’s executive officers and trustees and persons who own more than ten percent of a registered class of PREIT’s equity securities (collectively, the “reporting persons”) to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish PREIT with copies of these reports. Based on PREIT’s review of the reports filed with the Securities and Exchange Commission and written representations received from certain reporting persons

with respect to the filing of reports on Forms 3, 4 and 5, PREIT believes that all filings required to be made under Section 16(a) by the reporting persons since the beginning of 2019 were made on a timely basis, with the exception of (i) one transaction for Leonard I. Korman, trustee, that occurred on August 26, 2019 and was reported on a Form 4 filed on September 18, 2019, and (ii) one transaction for John J. Roberts, trustee, that occurred on May 10, 2019 and was reported on a Form 4 filed on September 23, 2019.

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COMPENSATION

PROPOSAL TWO—Advisory Approval of the Company’s Executive Compensation

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

In accordance withPursuant to Section 14A of the Exchange Act and Securities and Exchange Commission (“SEC”) requirements, our shareholders have the opportunity to vote, on anon-binding basis, to approve the compensation of our named executive officers for 2019, as disclosed in this Proxy Statement in accordance with SEC disclosure rules.

We urge you to read the “Compensation Discussion and Analysis” section beginning on page 24 and the compensation tables and narrative discussion beginning on page 4041 of this Proxy Statement. We believe that the compensation of our named executive officers should be approved for the following reasons:

Company for the three years ended on December 31, 2015, which placed the Company at the 53rd percentile of the companies in the relevant index, resulting in the payout of 106% of the number of RSUs, 134,733 shares were issued pursuant to the RSUs awarded in 2013.

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The general and administrative costs of the Company, which include executive compensation expense, as a percentage of revenues, declined slightly in 2015. In addition, ongoing compensation payable to senior executive officers has been reduced meaningfully in the past few years by the separation of three senior officers during 2012 and one additional senior officer during 2014, none of whom has been replaced at a comparable compensation level.  COMPENSATION  

  COMPENSATION  

COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis

Introduction

Introduction

This Compensation Discussion and Analysis (“CD&A”) focuses on the compensation of our named executive officers: Joseph F. Coradino, Chief Executive Officer; Ronald Rubin, Executive Chairman; Robert F. McCadden, Executive Vice President and Chief Financial Officer; Bruce Goldman, Executive Vice President, General Counsel and Secretary; and Mario C. Ventresca, Jr., Executive Vice President—Operations.

Each of theofficers. For 2019, our named executive officers other thanwere:

Mr. Coradino currently has an employment agreement whichthat is described in this Proxy Statement under “2015“2019 Executive Compensation—Employment Agreements” beginning on page 42. The employment agreementsagreement established minimum base salaries and eligibility to participate in cash incentive and equity programs in 2015,2019, as determined by the Compensation Committee. While Mr. Ventresca doesdid not have an employment agreement with the Company in 2019, but he iswas covered by the PREIT Services, LLC Severance Pay Plan for Certain Officers, as modified by a letter agreement. In connection with his appointment to the role of Chief Financial Officer in 2020, Mr. Ventresca entered into an employment agreement with the Company in March 2020. Mr. Ventresca dated May 8, 2013.Aristone and Mr. Ioannou do not have employment agreements with the Company, but each is covered by the PREIT Services, LLC Severance Pay Plan for Certain Officers, as modified by letter agreements. The details of Mr. Ventresca’s, arrangementMr. Aristone’s and Mr. Ioannou’s arrangements are also described in this Proxy Statement under “2015“2019 Executive Compensation—Employment Agreements” beginning on page 42. Mr. McCadden previously had an employment agreement with the Company, but it was modified in certain respects by a separation agreement entered into on December 23, 2019.

20152019 Performance

PREIT’s

Our Board of Trustees previously established specific goals for the Company and our key executives:executives designed to improve the Company’s portfolio quality, improve the Company’s operating results, strengthen the Company’s balance sheet and financial position, (lower leverage ratio under our credit facility, lower interest rates, higher liquidity) and position the Company for growth. These primary goals were in turn supported by a focus on and targeted progress in specific metrics. Mr. Coradino communicated those goals to our employees and encouraged a collaborative effort among the departmentsteams within the Company for the achievement of these goals.

In 2015,2019, Mr. Coradino and our key executives continued to execute the Company’s plan to achieve our goals in a challenging retail environment. Despite those challenges, the Company achieved 16 out of the 20 enumerated strategic goals, including as described below in this Compensation Discussion and Analysis.

2019 was another challenging year in the retail industry, including for PREIT, as industry disruption resulted in a significant number of store closings, liquidations and bankruptcies. These events put significant pressure on the Company’s Funds From Operations, Net Operating Income and other financial operating metrics. In the midst of these goals, as evidenced bychallenges, however, management successfully executed actions to better position the significant progress made in certain key achievementsCompany for long-term stability and metrics:operating performance. These efforts included:

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As evidenced by the Compensation Committee’s decisions and programs described in more detail below, the Compensation Committee believes that this quality executive management team is strong and has established a more solid foundation for the three-year period ended December 31, 2015, which ranks in the 53rd percentile of the companies in the MSCI US REIT Index (that remained in the Index for the full three-year period).Company’s improved operating performance going forward.

  COMPENSATION  

The Compensation Committee believes that annual cash incentive opportunity awards further align the interests of our shareholders and our named executive officers by rewarding achievement of key operational goals. Except for Mr. Rubin, the 2015The 2019 annual cash incentive awards provided opportunities for the named executive officers to receive cash payments equal to varying percentages of their base salaries based primarily upon achievement of FFO per share relative to our 2015 business plan. The Compensation Committee had the discretion to adjust the threshold, target and outperformance levels of FFO per share established under the awards if, in the judgment of the Compensation Committee, our reported FFO per share did not reflect our performance in 2015 in a manner consistent with the purposes of the cash incentive awards. The Compensation

Committee also had the discretion to take into account reported FFOFunds From Operations (“FFO”) per share, as adjusted, to exclude certain items that the Compensation Committee did not believe reflected the Company’s core operating performance. Although FFO per share was the primary factor for determining cash incentive compensation for 2015, it was not expected to be the sole factor, and the Compensation Committee had the discretion to consider other business performance factors, including growth in same store net operating income,Same Store NOI, the leverage ratio of the Company under its principal credit facility, occupancy coststhe achievement of certain enumerated strategic goals, including portfolio improvement through anchor replacements and tenant diversification, progressing densification efforts, progressing redevelopment efforts, completing certain financing transactions, improving the Company’s liquidity position and achieving other operational goals, as a percentage of tenant sales, return on assets, comparable store sales per square foot, in line occupancy, gross rent renewal spreads and the ratio of general and administrative costs to gross revenues, and to accord them such weightwell as the Compensation Committee deemed appropriate.Committee’s qualitative assessment of executive officer performance as a group. Each of these otherthe business performance factors relates to, and is indicative of, the achievement of at least one of the Company’s four key strategic objectives of improving its portfolio quality, improving its operating results, andimproving its balance sheet, and positioning the Company for growth. In the case of Mr. Rubin, his 2015 cash incentive opportunity award was based upon his efforts in supporting Mr. Coradino and furthering the business goals of the Company.

While base salary increases for our continuing named executive officers ranged from 8.3% to 11.5% in 2015, with the largest increase being awarded to Mr. Coradino to reflect the nature of his role with the Company and his strong performance in that role, the Compensation Committee considered carefully the relative mix of base salary to other components of each executive officer’s compensation before awarding any increase. Mr. Ventresca’s salary increased by 19.6% in connection with his promotion to a more senior position with the Company and he is one of our named executive officers for the first time this year. The Compensation Committee also viewed each base salary increase as appropriate based on peer group and other data it reviewed.

The Compensation Committee believes that our compensation program has successfully aligned the interests of our shareholders with the interests of our named executive officers, as reflected by:

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20152019 Voting Results for Advisory Approval of the Company’s Executive Compensation

At the 20152019 Annual Meeting, 93.3%approximately 92% of votes cast were voted in favor of the Company’s executive compensation, while 4.9%7% of votes cast were voted against and 1.8% of votes cast1% abstained. While this vote is advisory, the Compensation Committee noted this shareholder support of its compensation policies.

Aspects of Compensation Program Favorable from a Corporate Governance Perspective

The Committee believes that the executive compensation program includes aspects that align the interests of our shareholders and those of the named executive officers and excludes aspects that could misalign their interests.