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.    )

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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)

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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:2022

Purpose of the Meeting:

For all holders of record of PREIT’s common shares of beneficial interest:

For all holders of record of PREIT’s outstanding preferred shares:

Record Date:Our Board of Trustees has fixed the close of business on April 4, 201611, 2022 as the record date for the determination of shareholdersholders of common shares of beneficial interest and outstanding preferred shares entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the meeting. Please note thatAnnual Meeting, which will be conducted via live audio webcast. The virtual meeting will offer our shareholders the Union League hassame rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location. 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 to log in by entering the unique 16-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 for check-in.

By Order of the Board of Trustees

LISA M. MOST

Secretary

PREIT

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania 19103

April 22, 2022

TABLE OF CONTENTS

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

200 South Broad Street

Philadelphia, Pennsylvania 19102

www.preit.com

PROXY STATEMENTii    2022 Proxy Statement    

  VOTING INFORMATION  

Shareholders who hold their shares in “street name” through a bank, broker or other holder of record (a “nominee”) must vote their shares in the manner prescribed by their nominee.

Shares Held through a Broker, Bank or Other Financial Institution

If you hold your shares through a broker, bank or other financial institution, there is a New York Stock Exchange (“NYSE”) rule that determines the manner in which your vote in the election of trustees will be handled at our upcoming 2016the Annual Meeting of Shareholders.Meeting. Your broker, bank or other financial institution is not permitted to vote on your behalf on the election of trustees or the proposal related to our executive compensation (i.e., Proposals One and Two described in this Proxy Statement) unless you provide specific instructions by completing and returning the voting instruction form or by following the voting instructions provided to you to vote your shares

via telephone or the internet. For your vote with respect to the election of trusteesthose proposals to be counted, you need to communicate your voting instructions to your broker, bank or other financial institution before the date of the 2016 Annual Meeting, of Shareholders, and before any earlier date specified in the voting instructions provided by your broker, bank or other financial institution.

Quorum; Voting Standards Generally

At this year’s Annual Meeting, there are two sets of proposals: one set of proposals that will be voted on by common shareholders, and a proposal that will be voted on by holders of Outstanding Preferred Shares. Holders of Outstanding Preferred Shares are not entitled to vote on the proposals to be voted on by common shareholders, and common shareholders are not entitled to vote on the proposal to be voted on by Outstanding Preferred Shares. Holders of both common shares and Outstanding Preferred Shares are entitled to vote on all proposals.

Proposals to be Voted on by Common Shareholders

In order to conduct the business of the Annual Meeting, a majority of the common shares entitled to vote must be present at the meeting, either live at the virtual meeting or represented by proxy, to constitute a quorum. Your shares are counted as present at the Annual Meeting if you attend and vote during the Annual Meeting online or if you properly complete and return a proxy card or follow the voting instructions provided by your broker nominee, as applicable.

On each matter subject to a vote of the holders of common shares at the Annual Meeting and any adjournment or postponement of the meeting, each holder of common shares will be entitled to one vote per share.

The following table summarizes the vote required for approval of each proposal submitted to the holders of common shares and the effect on the outcome of the vote of abstentions, uninstructed shares held by brokers (which result in “broker non-votes” when a beneficial owner of shares held in street name does not provide voting instructions and, as a result, under NYSE rules, the institution that holds the shares may not vote those shares on certain proposals) and signed but unmarked proxy cards.

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  VOTING INFORMATION  

Preferred Trustee Election Proposal

The holders of Outstanding Preferred Shares are currently entitled to vote and fill the two additional trustee positions created on PREIT’s Board of Trustees (the “Board of Trustees” or the “Board”) by virtue of the terms of the designating amendments to the Company’s trust agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of the Outstanding Preferred Shares (the “Designating Amendments”). We refer to this proposal as the “Preferred Trustee Election Proposal”. With respect to 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 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 (Proposal Two) and the vote 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 ifPreferred Trustee Election Proposal, a majority of the sharesOutstanding Preferred Shares entitled to vote as a single class must be present in personat the meeting, either live at the virtual meeting or represented by proxy, and being castto constitute a quorum. Each holder of Outstanding Preferred Shares will be entitled to one vote per share with respect to the Preferred Trustee Election Proposal.

The two nominees receiving the most votes will be elected. Holders of Outstanding Preferred Shares may vote FOR any nominee or WITHHOLD from any nominee. Votes that are withheld will not be included in the vote tally for the election of these trustees. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of trustees. As a result, any shares not voted by a customer will be treated as a votebroker non-vote. Such broker non-votes will have no effect on the proposal are voted “FOR” the proposal. Proposal Two is non-binding. If you mark yourresults of this vote. Signed but unmarked 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 proxycards 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.this proposal.

Voting by Proxy; Revocation of Proxies

You may vote your shares to be voted at the Annual Meeting in personby following the instructions available on the meeting website during the meeting or by proxy. You can always change your vote at the meeting; therefore, we recommend that you vote by proxy even if you plan to attend the virtual meeting. 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 virtually 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 oneone. If you are a shareholder of record, make your request by writing or by calling us as follows: Investor Relations, Pennsylvania Real Estate Investment Trust, The Bellevue, 200 South BroadOne Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19102;19103; Telephone: 215-875-0735. If you are a beneficial owner, requests can be made by contacting Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. 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 ourthe Board of Trustees.

GOVERNANCE

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  VOTING INFORMATION  

Instructions for Participation in the Virtual Annual Meeting

There is no physical location for the Annual Meeting which will be held via live audio webcast rather than in-person. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PEI2022 and log in by entering the unique 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. You may log into the Annual Meeting beginning at 10:45 a.m., Eastern Time, on June 2, 2022 and the meeting will begin promptly at 11:00 a.m. Eastern Time.

The virtual meeting platform is fully supported across browsers (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.

Asking Questions at the Virtual Annual 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/PEI2022 and following the instructions on the website. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. Rules of Conduct for the Annual Meeting will be available on the virtual meeting platform on the day of the meeting. Examples of questions that are not pertinent are questions related to general economic, political or other views that are not directly related to the business of the Annual Meeting.

Technical Difficulties or Trouble Accessing the Live Webcast

If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available at www.virtualshareholdermeeting.com/PEI2022 for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m., Eastern Time, on June 2, 2022.

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GOVERNANCE

PROPOSAL TO BE VOTED ON BY COMMON SHAREHOLDERS—PROPOSAL ONE—Election of Trustees by Common Shareholders

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 common 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’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

The 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 electionre-election at the Annual Meeting as trustees to serve until the Annual Meeting to be held in the spring of 20172023 and until their respective successors have beenare duly elected and have qualified. Each of these nominees for election by the nomineescommon shareholders is currently serving as a trustee whose term expires at the Annual Meeting.

If any of the foregoingthese 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 current trustees, each of whom has been nominated for re-election at the Annual Meeting. 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 hera 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, enables the Board of Trustees to provide effective leadership to the Company in order to achieve our goals and which are briefly highlighted in the table below.objectives.

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.

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  GOVERNANCE  

^uBoard of Trustees Nominees for the Office of Trustee

Information on individuals nominated by the Board of Trustees is provided below. Information about the nominees for election by the holders of Outstanding Preferred Shares is presented separately under “Outstanding Preferred Shares Proposal—Proposal to be Voted on by Only Preferred Shareholders—Outstanding Preferred Shares Trustees Election” beginning on page 59.

*

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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)
Rosemarie B. GrecoJOANNE A. EPPS Age: 69 Age: 70 Trustee since: 2012 (and from 1997 to 2011) 2018 Committees: •   Nominating and Governance (Chair) •   Audit •   Special •   Transaction Number of Public Company Boards (including PREIT): 2			Background	Ms. Epps, 70, is Senior Advisor to the President of Temple University, a position she has held since 2021. Ms. Epps was previously the Executive Vice President and Provost of Temple University from 2016 to 2021. She previously was the Dean of the Temple University Beasley School of Law from 2008 to 2016, and Associate Dean of Academic Affairs from 1989 to 2008. She has been a member of the faculty of Temple University Beasley School of Law since 1985 and a full professor since 1994. She 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 previously chaired the Governance and Compensation and Investment Committees. She is a member of the Board of Directors of the Philadelphia Equity Alliance. She is also 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 the Finance and Audit Committee. Ms. Epps serves on the board of directors of Gaming and Leisure Properties, Inc. (NASDAQ: GLPI), a company in the business of acquiring, financing and owning real estate property to be leased to gaming operators. 14,227Qualifications and Experience Relevant To Us	(7)				*	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, strategic planning and crisis management.

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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. He has been a director of AmeriServ Financial, Inc., a publicly traded company (NASDAQ; ASRV), AmeriServ Financial Bank and AmeriServ Life Insurance Company since 1997. 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. Director of AmeriServ Financial, Inc., AmeriServ Financial Bank and AmeriServ Life Insurance Company since 1997. BoardMr. Pasquerilla was a board member of Concurrent Technologies Corporation, a charitable organization, since 1990. Boardfrom 1990 to 2020 and served as Trustee of the International Council of Shopping Centers from 2002 to 2005. In addition, he is currently 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, President of the Greater Johnstown Regional Partnership;Partnership, and Trusteeboard member of the International Council of Shopping Centers from 2002 to 2005.Johnstown Redevelopment Authority.   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: 71 Trustee since: 2013 Committees: •   Special (Chair) •   Nominating and Governance •   Compensation •   Transaction Number of Public Company Boards (including PREIT): 3			Background	12,481	(11)				*
FormerMr. Pizzi, 71, 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. DirectorHe is a director of Brandywine Realty Trust (NYSE: BDN) (office and industrial real estate development and management), PHH Corporation (residential mortgage originator), Allied Security Holdings LLC (security officer services), and Mistras Group, Inc. (NYSE: MG) (provider of integrated technology-enabled asset protection solutions). He also serves as a director of Franklin Square Energy & Power Fund and Franklin Square Global Credit Opportunities Fund. Formeras Chairman of the Board of the privately-held Independence Health Group. Mr. Pizzi is also a trustee of AmeriHealth Caritas. 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. DirectorMr. Pizzi was also a director of privately-held PHH Corporation and Allied Security Holdings, LLC. In 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. Mr. Pizzi was the President and Chief Executive Officer of the Greater Philadelphia Chamber of Commerce from 1989 to 2002.   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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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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(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 by common shareholders, assuming a quorum is present, and subject to the majority voting provisions of our corporate governance guidelines described below, the nineseven nominees nominated by the Board of Trustees 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, in an uncontested election, if any Board of Trustees nominated nominee for trustee receives a greater number of “Withhold Authority”“Withhold” responses regarding his or her election than votes “FOR”“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 (excluding such nominee) 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. If each member of the Nominating and Governance Committee were to receivereceives a majority of votes marked “Withhold Authority”“Withhold” in the same election, then the independent members of ourthe Board of Trustees who did not receive a majority of votes marked “Withhold Authority” would“Withhold” will 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.

Thereafter, the Board of Trustees will promptly disclose its decision (and, if applicable, the reasons for rejecting the resignation offer) in a press release or by other means of public disclosure.

Board Recommendation

Our Board of Trustees recommends that shareholders of common shares of beneficial interest vote FOR the election of each of the individualsMr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts, each of whom is named in this Proxy Statement and nominated for election as trustees by our Board of Trustees.

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CORPORATE GOVERNANCE AND BOARD MATTERSCorporate 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 Trusteetrustee 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 serveMichael J. DeMarco has served 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 also previously appointed M. Walter D’Alessio to a fifth one-year term as Lead Independent Trustee that commenced atsince the 2015 Annual Meeting of Shareholders of the Company and extends to the 20162021 Annual Meeting of Shareholders of the Company. The scopeBoard of Mr. D’Alessio’sTrustees has re-appointed Michael J. DeMarco to another one year term as Lead Independent Trustee through the 2023 Annual Meeting of Shareholders of the Company. The Lead Independent Trustee’s responsibilities in this role includesinclude 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 eightsix non-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 the 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, including information technology and cyber security 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 appropriate management processes.

Throughout 2021, the Board exercised continuous oversight of the risk remains unchanged. Company’s strategy and response to operational and strategic challenges, most notably in response to the COVID-19 pandemic and addressing the Company’s financing and capital resources, receiving frequent updates from management on a variety of financial, health and safety, and human capital management matters, and providing related strategic guidance. These updates and regular discussions provided the Board with opportunities to evaluate the risks and opportunities presented, to effectively exercise its oversight function and to provide leadership, guidance and support to management during unprecedented times.

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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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. In addition, a Transaction Committee was in place beginning in April 2021 through its dissolution in September 2021, which committee provided advice to management with respect to consideration of strategic options and process. The composition and duties of each committee are outlined in the table below.

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PREIT’s by-laws also authorize the establishment of a standing Executive Committee to consist of three members. PREIT’sThe 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’s by-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 REITsReal Estate Investment Trusts (“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—Executive Compensation Discussion and Analysis.Overview.”

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. RobertsNo member of the Audit Committee presently serves on the audit committees of threemore than two other public companies other thanbesides 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.

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,Lisa M. Most, Executive Vice President, 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

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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 relatingChristopher Swann and Kenneth B. Hart, the nominees for the trustee positions to PREIT’s Related Party Transactions Policy (the “Special Committee”), which is comprised of M. Walter D’Alessio, Chair, Leonard I. Kormanbe voted on and Mark E. Pasquerilla, met once during 2015. At that meetingfilled by the Special Committee addressed the saleholders of the Company’s 50% interest in Springfield ParkOutstanding Preferred Shares were nominated by holders of Outstanding Preferred Shares, not the Nominating and Governance Committee. See “Outstanding Preferred Shares Proposal—Proposal to be Voted on by Only Preferred Shareholders—Outstanding Preferred Shares Trustees Election” for a group controlled by Ronald Rubin, the Company’s Executive Chairman. The Special Committee obtained a third party valuationmore detailed description of the Company’s interest,nomination process for Mr. Swann and took into account that (i)Mr. Hart.

Transaction Committee

During 2021, the buyer was also assuming certain Company obligations toBoard approved the formation of 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,Transaction Committee, which operated from April 2021 through September 2021. This committee provided PREIT with important strategic oversight and (iv) the Company did not maintain a management or leasing roleadvice with respect to consideration of strategic options and related process as the property.Company has been focused on reviewing its business and capital structure and evaluating a wide range of opportunities to further strengthen the Company’s balance sheet and financial flexibility. In light of these factors, the Special Committee found and reported toSeptember 2021, it was determined that the Board of Trustees thatas a whole would exercise this oversight and, accordingly, the transactioncommittee 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.”dissolved.

Communicating with the Board of Trustees

Any interested party wishing to communicate with PREIT’sthe 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,Lisa M. Most, Executive Vice President, 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 thirteen14 times during 2015.2021. All of the trustees serving as trustees in 2021 attended at least 75% of Board and applicable committee meetings in 2015.2021. 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 2022. Last year, all of theseven trustees attendedparticipated in the Annual Meeting.Meeting, which was held via Internet.

Corporate Governance Guidelines and Codes of Conduct

PREIT’s corporate governance guidelines, code of business conduct and ethics for non-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’sthe 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’sThe 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 by non-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.

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

During 2021, our cross-functional leadership group continued 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, lower our operating costs, reduce waste and decrease our overall environmental impact.

SOCIAL

We believe that our properties are important centerpieces in their communities. Our portfolio supports over 20,000 jobs including full and part-time employees and our own staff. We also believe that a key element that will drive

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success in business is cultivating skills and services for small, diverse and emerging businesses that make our property experiences unique; developing an innovative, compassionate workforce across our platform and cultivating relationships across stakeholder groups, all of which will drive the future of our business.

As a community hub, hosting events that bring the community together is natural. Every year, we host hundreds of engaging events across our portfolio. These events range from character meet and greets to vendor shows to drive-in experiences, live events and more. A key element to our event platform is partnering with community organizations to bring needed support to our communities. Effective in 2021, each seasonal campaign designed to drive business to our tenants, also supports a related community need. For example, during the 2021 back-to-school season, each PREIT property partnered with a local non-profit throughout the month of August to collect and distribute backpacks and school supplies for students in need. Across its footprint, we collaborated with ten non-profits to ensure students in its communities have the resources they need to kickstart a successful school year. In total, our properties collected over 2,000 backpacks and supplies to benefit local families in need.

Additionally, in 2021, we launched a “Support Black-owned Business and Brands 365” initiative in which custom website pages were created highlighting Black-owned retailers, restaurants and pop-up shops. Additionally, our properties hosted a dozen blacked-owned business showcases.

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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 current trustees, other than our CEO, meets the NYSE standard for independence. Our trustees stand for re-election every year. In furtherance of PREIT’s sustainability initiatives and commitment, sustainability practices and goals are overseen by our Board of Trustees, specifically by the Chair of our Nominating and Governance Committee, JoAnne Epps.

Trustee Independence

All of PREIT’s current non-employee trustees are independent. Including employee trustees,independent, which means that, if all Board nominated nominees are elected, plus two nominees nominated by holders of Outstanding Preferred Shares, more than three quarters (seven out of nine)a majority of the members of PREIT’sthe 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’sthe Board of Trustees must determine that the trustee does not have any direct or indirect material relationship with PREIT. PREIT’sThe 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 ExchangeNYSE listing rules. In addition, PREIT’sthe Board of Trustees has adopted categorical standards to assist it in making determinations of independence.

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Standards of Independence

The guidelines and the categorical standards used by PREIT’sthe 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:

The Board of Trustees determined that the following sevensix members of PREIT’s current nineseven member Board satisfy the New York Stock Exchange’sNYSE’s independence requirements and PREIT’s guidelines: M. Walter D’Alessio,George J. Alburger, Jr., Michael J. DeMarco, Rosemarie B. Greco, Leonard I. Korman,JoAnne A. Epps, Mark E. Pasquerilla, Charles P. Pizzi and John J. Roberts. Despite his change in title, Ronald Rubin willMr. Coradino, our Chairman and Chief Executive Officer, is our only current trustee who is not be deemed independentconsidered independent. The Board of Trustees has not made any determination as to the independence of Christopher Swann or Kenneth B. Hart.

In making this determination, the Board of Trustees considered Mr. Pizzi’s relationships with: (i) Brandywine Realty Trust, a company with which we conduct business by leasing our headquarters and to which we have recently agreed to sell our Exton Square Mall property and where Mr. Pizzi serves as a trustee; (ii) Independence Blue Cross, from which we purchase healthcare benefits for 2016 to 2017 because of his recent serviceour employees and where Mr. Pizzi serves as an executive officerchairman of the Company.board of directors; and (iii) Conner Strong & Buckelew, a company with which we had a relationship before Mr. Pizzi joined our Board and which serves as our property and casualty insurance broker and for which Mr. Pizzi served as a consultant until December 31, 2021. The Board of Trustees also considered Mr. Pizzi’s role as a member of the advisory board of PNC Philadelphia, as PREIT also has a commercial relationship with PNC Philadelphia. The Board of Trustees

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determined that Mr. Pizzi does not have any direct or indirect material relationship or interest in the transactions between PREIT and these entities, that he has not had any role in the negotiation of these transactions or received compensation benefits related to these transactions and that the parties have entered into these transactions on an arms’ length basis generally 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’sthe 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’sthe Board of Trustees or on committees of PREIT’sthe Board of Trustees.

Board Service

Over the past four years, five trustees of the Company left the Board of Trustees, most of whom had served for more than 10 years. Last year, our Board recommended the election of 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

break in service. 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

The Board of Trustees has adopted a written policy related to the review, approval and approval or ratificationoversight 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. Alburger and Mr. Pizzi served on the Compensation Committee during 2021. No member of PREIT’s Compensation Committee is or was during 20152021 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’sthe Board of Trustees or Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance2021 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:

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Non-employee trustees also typically receive restricted shares annually, which vest overafter 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. During 2021, the equity component of the Trustees’ compensation was granted in the form of restricted share units, which upon vesting one year following grant, will be settled in common shares of beneficial interest or cash as determined by the Compensation Committee. In 2015,2021, the Board of Trustees determined that the award of restricted sharesshare units to non-employee trustees would be equal in value to $85,000,$115,000, which equated to 3,732 shares61,845 restricted share units based on the $22.773$1.86 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 2003Pennsylvania Real Estate Investment Trust 2018 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 our non-employee trustees for their service on our Board of Trustees and any committees of the Board of Trustees during 2015.2021.

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The following table summarizes the aggregate number of restricted sharesshare units and options held by our non-employee trustees at December 31, 2015.2021.

Information about our Executive Officers

The following information is provided with respect to each of our current non-trustee executive officers. Information regarding Joseph F. Coradino, our Chairman and Chief Executive Officer, is provided above in the “Governance—Nominees for Trustee—Board of Trustees Nominees for the Office of Trustee” section beginning on page 7. Each of our executive officers was employed by PREIT during 2020 and 2021. As described in our Annual Report on Form 10-K for the year ended December 31, 2021, the Company completed a financial restructuring in 2020 pursuant to the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain of Its Direct and Indirect Subsidiaries (with Additional Technical Modifications As of November 20, 2020), and the final decree closing the bankruptcy case was entered by the United States Bankruptcy Court for the District of Delaware on March 11, 2021. 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 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.

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.

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Vice President and Chief Accounting Officer of PREIT since 2021. PREIT’s Corporate Controller since 2019. Previously Director at CFGI, an accounting advisory firm, from 2017 to 2019, and Divisional Controller at American Realty Capital (now American Realty Global) from 2012 to 2017.

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 Services, LLC from 2005 to 2015. Vice President—Retail Asset Management of PREIT Services, LLC from 2000 to 2005.

COMPENSATIONOwnership of Trustee Nominees and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our common shares and Outstanding Preferred Shares for each trustee, each nominee for the office of trustee, and each named executive officer as of April 11, 2022, as well as all trustees and executive officers of the Company as a group. As of such date, other than Mr. Swann and Mr. Hart, none of the nominees for the office of trustee or PREIT’s executive officers owned any shares of any series of PREIT’s Outstanding Preferred Shares.

All percentages for the common shares are calculated based on 80,616,801 shares outstanding as of April 11, 2022. All percentages for the Outstanding Preferred Shares are calculated based on 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred outstanding as of April 11, 2022. Unless otherwise indicated, 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.