SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

Brandywine Realty Trust

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting of Shareholders

To our Shareholders:

We cordially invite you to attend the 20182019 Annual Shareholders Meeting of Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”).

		Date:		Wednesday, May 23, 2018
			Time:
MEETING DATE		10:00 a.m. (local time) MEETING TIME		MEETING PLACE		RECORD DATE
			Place:
Wednesday, May 22, 2019		10:00 a.m. (local time)		Logan Hotel Convene, Cira Centre, Mezzanine Level 2929 Arch Street 1 Logan Square Philadelphia, Pennsylvania
		Record Date:                 PA 19103		March 28, 2018 22, 2019

At the 20182019 annual meeting, shareholders as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

YOUR VOTE IS IMPORTANT TO US.Whether or not you plan to attend the annual meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the 20182019 annual meeting.

By Order of the Board of Trustees

Jennifer Matthews Rice, Senior Vice President, General Counsel and Secretary

April 3, 20182, 2019

2929 Walnut Street, Suite 1700 | Philadelphia, PA 19104 | (610)325-5600

Proxy Statement for the

Annual Meeting of Shareholders

To be held on May 23, 201822, 2019

The Annual Meeting of Shareholders of Brandywine Realty Trust (“Brandywine,” “we,” “us,” “our” or the “Company”) will be held on Wednesday, May 23, 201822, 2019 at 10:00 a.m., local time, at Convene, Cira Centre, Mezzanine Level, 2929 Arch Street,Logan Hotel, 1 Logan Square, Philadelphia, Pennsylvania for the following purposes:

Only holders of record of our common shares of beneficial interest, par value $.01 per share, as of the close of business on March 28, 201822, 2019 are entitled to notice of and to vote at the 20182019 annual meeting or at any postponement or adjournment of the meeting.

Our Board of Trustees knows of no other business that will be presented for consideration at the Meeting. If any other matter should be properly presented at the Meeting or any postponement or adjournment of the Meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

On or about April 3, 2018,2, 2019, we mailed a Notice of Internet Availability of Proxy Materials to shareholders. This proxy statement and the form of proxy are first being furnished to shareholders on or about April 3, 2018.2, 2019.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholders Meeting to be Held on May 23, 201822, 2019

This proxy statement, the form of proxy and our 20172018 annual report to

shareholders are available atwww.proxyvote.com.

Table of Contents

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ii

BRANDYWINE REALTY TRUST

Business Highlights¹

During 2017, our CEO and executive team led us to achieve strong operational and financial results.*

*¹ Please see “Compensation Discussion and– Analysis – Discussion” later in this proxy statement and Appendix BA to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures.

 Development Highlights

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Commenced		3

Environmental, Social and Governance Snapshot

Environmental and Sustainability Commitments

We are dedicated to designing, building and maintaining properties that reflect our commitment to excellence. Our commitment extends to establishing sustainable practices within our office environments to promote the health and productivity of our tenants, while reducing environmental risks, lowering operating costs and identifying additional revenue opportunities.

We design our developments with sensitivity to their environmental and cultural context and we seek to maximize investment value through green building technologies that aim to foster healthy and high-performing work environments. Energy efficient buildings with sustainable operating practices, including green cleaning supplies, recycling, sustainable chemical and supply chain management, cost less to run and are better for the health of tenants and the environment. Further information may be found in the Brandywine Realty Trust 2017 Annual Sustainability Report posted on our website
(www.brandywinerealty.com).

Corporate Social Responsibility

We strive to be leaders in the communities in which we live and work, using our corporate philanthropy and resources to create better places for our tenants, neighbors and employees. We are driven by the conviction that the value in what we do lies in the difference we can make.

This conviction is reflected at the very top of our organization, as all of our Trustees and Executives volunteer their time to serve in academic, research, nonprofit and philanthropic institutions. They also actively participate in community affairs and charitable initiatives, using the power of the Brandywine platform to touch lives and shape neighborhoods.

Our employees are encouraged to give back through regular participation in civic, charitable and volunteer efforts across the nation during Day of Caring events. On these volunteer days, Brandywine employees work in their communities sharing time, talent and dollars with those in need. They regularly donate time to repair facilities, organize and stock food pantries, tutor children and adults, clean up public spaces, and more. Knowing how much giving back means to our employees, we also recently implemented a “Volunteer Time Off” policy to provide employees up to 24 hours of paidtime-off each year to volunteer at a charitablenon-profit organization of their choice. In addition, we match 50% of employee contributions up to $1,000 per employee to charities that are classified astax-exempt under Section 501(c)(3) of the Internal Revenue Code. Further information on our corporate philanthropy and community service may be found under the “Community Service” tab on our website (www.brandywinerealty.com).

Our Initiatives

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u	CDCCo-Development: We hire localnon-profit community development corporations asco-developer to give them exposure to our processes and contacts.

Corporate Governance Snapshot

u	Community Fund: This fund supports neighborhood priorities, including affordable housing, small and minority business/ employment, education and capacity building.

Governance Highlights

Our Board of Trustees directs management of the business and affairs of Brandywine on behalf of our shareholders to ensure that the long-term interests of Brandywine and its shareholders are being served, to monitor adherence to Brandywine standards and polices, and to promote the exercise of responsible corporate citizenship.

Governance Highlights

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Information Aboutabout the Meeting and Voting

What Am I Voting on?

Our Board of Trustees is soliciting your vote for:

If any other matter should be properly presented at the Meetingannual meeting or any postponement or adjournment of the Meetingmeeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with his or her discretion on such matter.

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What Are the Board’s Recommendations?

Our Board recommends that you vote:

		FOR the election to the Board of each of the eight nominees identified in this proxy statement, with each to serve as a Trustee for a term expiring at the 20192020 annual meeting of shareholders and until his or her successor is duly elected and qualified.
		FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2018.2019.
		FOR the approval of anon-binding, advisory resolution on executive compensation.

		FOR the approval of the amendment and restatement of our Declaration of Trust to reduce the vote required to approve any merger of Brandywine that requires shareholder approval from two thirds of the votes entitled to be cast on the matter to a majority of all of the votes entitled to be cast on the matter, and to make certainnon-substantive amendments, as further described in Proposal 4 in this Proxy Statement.PAGE
		9

		FOR the approval of the amendment to our Declaration of Trust to elect not to be governed by the Maryland Business Combination Act, effective 18 months after the vote.
2019 PROXY STATEMENT		FOR the approval of amendments to our Declaration of Trust to add to the matters on which shareholders shall be entitled to vote, including on amendments to our Bylaws.

Who Is Entitled to Vote?

Holders of common shares of beneficial interest, par value $0.01 per share, or common shares, of record as of the close of business on March 28, 201822, 2019 are entitled to notice of and to vote at the Meeting.annual meeting. Common shares may be voted only if the shareholder is present in person or is represented by proxy at the Meeting.annual meeting. As of the record date,178,442,517 175,813,000 common shares were issued and outstanding and entitled to vote.

How Do I Vote?

Shareholders of Record.

If you are a shareholder of record, there are several ways for you to vote your common shares at the Meeting:annual meeting:

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Beneficial Owners.Owners

If you are a shareholder whose shares are held in “street name” (i.e., in the name of a broker or other custodian), you may vote the shares in person at the Meetingannual meeting only if you obtain a legal proxy from the broker or other custodian giving you the right to vote the shares. Alternatively, you may have your shares voted at the Meetingmeeting by following the voting instructions provided to you by your broker or custodian. Although most brokers offer voting by mail, telephone and via the Internet, availability and specific procedures will depend on their voting arrangements. If you do not provide voting instructions to your broker or other custodian, your shares are referred to as “uninstructed shares.” Under rules of the New York Stock Exchange, your broker or other custodian does not have discretion to vote uninstructed shares onnon-routine matters, such as Proposals 1 3, 4, 5 and 6, and, accordingly, may not vote uninstructed shares in the votes on such Proposals. However, your3. Your broker or other custodian hasdoes have discretion to vote your shares on Proposal 2. See below “What is a BrokerNon-Vote?”

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How May I Revoke or Change My Vote

You may revoke your proxy at any time before it is voted at the Meeting by any of the following methods:

Submitting a later-dated proxy by mail, over the telephone by calling toll-free1-800-690-6903or through the Internet.Internet by signing on to the website identified on the proxy card.		Sending a written notice, including by telecopy to610-325-5622, to our Secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the closing of the vote at the Meetingannual meeting to:   Brandywine Realty Trust 2929 Walnut Street, Suite 1700 Philadelphia, Pennsylvania 19104 Attention: Jennifer Matthews Rice, Senior Vice President, General Counsel and Secretary		Attending the Meetingannual meeting and voting in person. Your attendance at the Meetingmeeting will not in and of itself revoke any previously delivered proxy. You must also vote your shares at the Meeting.meeting.

What Constitutes a Quorum?

The holders of a majority of the outstanding common shares entitled to vote at the Meetingannual meeting must be present in person or by proxy to constitute a quorum. Unless a quorum is present at the Meeting,meeting, no action may be taken at the Meetingmeeting except the adjournment thereof to a later time. All valid proxies returned will be included in the determination of whether a quorum is present at the Meeting.meeting. The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be treated as present for quorum purposes. “Brokernon-votes,” as discussed below, will be considered as present for determining a quorum.

What Is a BrokerNon-Vote?

A “brokernon-vote” occurs when a broker or other nominee holding shares for a beneficial owner returns a properly executedproperly-executed proxy but does not cast a vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

What Vote Is Required to Approve Each Proposal?

Voting Rights Generally.Each common share is entitled to one vote on each matter to be voted on at the Meeting.annual meeting. Shareholders have no cumulative voting rights. The advisory vote on Proposal 3 isnon-binding, as provided by law. However, our Board will review the results of the vote and, consistent with our record of shareowner engagement, will take it into account in making a determination concerning executive compensation.

Election of Trustees.Our Bylaws provide that, in an uncontested election, a nominee for Trustee is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. The

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majority voting standard would not apply in contested elections, and Trustees are elected by a plurality of the votes cast in a contested election.

The majority voting standard will apply to the election of Trustees at the Annual Meeting.annual meeting. Accordingly, a nominee for election to the Board will be elected if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. Brokernon-votes, if any, and abstentions will not be treated as votes cast for the election of a Trustee and will have no effect on the results of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

Our Bylaws provide that a Trustee nominated forre-election who fails to receive the required number of votes forre-election must tender his or her offer to resign to our Board of Trustees for its consideration. The Corporate Governance Committee will act on an expedited basis to determine whether it is advisable to accept the Trustee’s resignation and will submit the recommendation for prompt consideration by our Board. Our Board will act on the tendered offer of resignation within 90 days following certification of the shareholder vote and will promptly and publicly disclose its decision. The Trustee whose offer of resignation is under consideration will abstain from participating in any decision regarding his or her offer of resignation. If the offer of resignation is not accepted, the Trustee will continue to serve until the next annual meeting of shareholders and until the Trustee’s successor is duly elected and qualified or until the Trustee’s earlier resignation or removal. The Corporate Governance Committee and our Board may consider any factors they deem relevant in deciding whether to accept a Trustee’s offer of resignation.

Ratification of Appointment of Independent Registered Public Accounting Firm. RatificationRatification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20182019 requires the affirmative vote of a majority of all of the votes cast on this Proposal. Abstentions and brokernon-votes will therefore have no effect on the result of such vote.

Non-Binding, Advisory Vote on Executive Compensation.Approval, bynon-binding vote, of our executive compensation requires the affirmative vote of a majority of all of the votes cast on this Proposal. Abstentions and brokernon-votes will therefore have no effect on the result of such vote.

Amendment to Declaration of Trust to Reduce the Vote Required to Approve Certain Mergers of Brandywine and to Make CertainNon-Substantive Amendments.Approval of this Proposal requires the affirmative vote of holders of common shares entitled to cast a majority of all of the votes entitled to be cast as of the Record Date. Accordingly, abstentions and brokernon-votes or the failure to vote will have the effect of a vote “Against” this Proposal.

Amendment to Declaration of Trust Relating to the Election of Brandywine not to be Governed by the Maryland Business Combination Act. Approval of this Proposal requires the affirmative vote of holders of common shares entitled to cast 80% of all of the votes entitled to be cast as of the Record Date. Accordingly, abstentions and brokernon-votes or the failure to vote will have the effect of a vote “Against” this Proposal.

Amendments to Declaration of Trust Relating to Addition of Matters on which Shareholders shall be entitled to vote, including on Amendments to Bylaws. Approval of this Proposal requires the affirmative vote of holders of common shares entitled to cast a majority of all of the votes entitled to be cast as of the Record Date. Accordingly, abstentions and brokernon-votes or the failure to vote will have the effect of a vote “Against” this Proposal.

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Who Counts the Votes?

We have engaged Broadridge Financial Solutions, Inc. as our independent agent to receive and tabulate votes. Broadridge will separately tabulate “for” and “against” votes, abstentions and brokernon-votes. We have also retained an independent inspector of elections to certify the results, report on the existence of a quorum and the validity of proxies and ballots.

		We have engaged Broadridge Financial Solutions, Inc. as our independent agent to receive and tabulate votes. Broadridge will separately tabulate “for” and “against” votes, abstentions and brokernon-votes. We have also retained an independent inspector of elections to certify the results, report on the existence of a quorum and the validity of proxies and ballots.

What Does it Mean if I Receive More Than One Proxy Card?

Some of your shares may be registered differently or are in more than one account. You should vote each of your accounts by telephone or the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted. If you hold your shares in registered form and wish to combine your shareholder accounts in the future, you should contact our transfer agent, Computershare, at P.O. Box 30170, College Station, Texas 77845-3170, phone(888) 985-2061; outside the U.S., phone (781)575-2724. Combining accounts reduces excess printing and mailing costs, resulting in savings for us that benefit you as a shareholder.

2019 PROXY STATEMENT		Some of your shares may be registered differently or are in more than one account. You should vote each of your accounts by telephone or the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted. If you hold your shares in registered form and wish to combine your shareholder accounts in the future, you should contact our transfer agent, Computershare, at P.O. Box 30170, College Station, Texas 77845-3170, phone(888) 985-2061; outside the U.S., phone (781)575-2724. Combining accounts reduces excess printing and mailing costs, resulting in savings for us that benefit you as a shareholder.

What if I Receive Only One Set of Proxy Materials Although

There Are Multiple Shareholders at My Address?

If you and other residents at your mailing address own common shares you may have received a notice that your household will receive only one annual report, proxy statement and Notice of Internet Availability of Proxy Materials. If you hold common shares in street name, you may have received this notice from your broker or other custodian and the notice may apply to each company in which you hold shares through that broker or custodian. This practice of sending only one copy of proxy materials is known as “householding.” The reason weWe do this is to attempt to conserve natural resources. If you did not respond to a timely notice that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, one copy of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials has been sent to your address.consented. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm, and your account number to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717, or by calling telephone number (800)542-1061. The revocation of your consent to householding will be effective 30 days following its receipt. In any event, ifIf you did not receive an individual copy of this proxy statement, our annual report and Notice of Internet Availability of Proxy Materials, we will send a copy to you, free of charge, if you address your written request to Brandywine Realty Trust, 2929 Walnut Street, Suite 1700, Philadelphia, PA 19104, Attention: Thomas E. Wirth or by calling Mr. Wirth at (610)832-7434. If you are receiving multiple copies of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials, you may request householding by contacting Mr. Wirth in the same manner.

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How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?

Shareholder proposals may be submitted for inclusion in the proxy statement for our 20192020 annual meeting of shareholders in accordance with rules of the Securities and Exchange Commission (“SEC”). See “Other Information — Proposals Pursuant to Rule14a-8” later in this proxy statement. In addition, eligible shareholders are entitled to nominate and include in our proxy statement for our 20192020 annual meeting Trustee nominees, subject to limitations and requirements in our Bylaws. See “Other Information — Proxy Access Trustee Nominees” later in this proxy statement. Any shareholder who wishes to propose any business at the 20192020 annual meeting other than for inclusion in our proxy statement pursuant to Rule14a-8 or nominees for election as Trustees pursuant to the proxy access provisions in our Bylaws, must provide timely notice and satisfy the other requirements in our Bylaws. See “Other Information — Other Proposals and Nominees” later in this proxy statement. Proposals should be sent via registered, certified, or express mail to Jennifer Matthews Rice, Senior Vice President, General Counsel and Secretary, Brandywine Realty Trust, 2929 Walnut Street, Suite 1700, Philadelphia, Pennsylvania 19104.

Will I Receive a Copy of the Annual Report and Form10-K?

We have furnished our 20172018 Annual Report with this proxy statement. The 20172018 Annual Report includes our audited financial statements, along with other financial information about us. Our 2017 Annual Reportus, and is not part of the proxy solicitation materials.

You may obtain a free of charge, a copy of our Form10-K, which also includes the audited financial statements of Brandywine Operating Partnership, L.P., our operating partnership subsidiary, by:by one of the following:

accessingAccessing our Internet site at       www.brandywinerealty.com and clicking on the “Investor Relations” link;link		writing Writing to our Executive Vice President and Chief Financial Officer, Thomas E. Wirth, at 2929 Walnut Street, Suite 1700 Philadelphia, PA 19104; or19104		calling Calling Mr. Wirth at: (610)832-7434.832-7434

You may also obtain a copy of our Form10-K and other periodic filings and current reports that we make with the SEC from the SEC’s EDGAR database at  www.sec.gov.

How Can I Access the Proxy Materials Electronically?

This proxy statement and our 20172018 Annual Report are available on our website at  www.proxyvote.com. Instead of receiving copies of future annual reports, proxy statements, proxy cards and when applicable, Notices of Internet Availability of Proxy Materials, by mail, shareholders may elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy materials or Notices of Internet Availability of Proxy Materials online will save us the cost of producing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting  www.proxyvote.com.

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Proposal 1:

Election of Trustees

We first ask that you vote to elect to our Board each of the eight persons nominated by our Board of Trustees to serve for a term expiring at the 20192020 annual meeting of shareholders and until his or her successor is duly elected and qualified. SevenEach of the eight nominees areis currently Trustees.a Trustee. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are expected to attend the 2018 Annual Meeting.2019 annual meeting. Each of the seven nominees who is currently a Trustee attended the 2017 Annual Meeting. One of our current Trustees, Carol G. Carroll, will be retiring from the Board at the end of her term at the Meeting.2018 annual meeting.

We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Trustees.

Trustee Criteria, Qualifications,

Experience and Tenure

We are one of the largest publicly traded, full-service, integrated real estate companies in the United States with a core focus in the Philadelphia, Washington, D.C., and Austin markets. Organized as a real estate investment trust (REIT), we own, develop, lease and manage principally an urban, town center and transit-oriented portfolio comprising 185181 properties and 25.324.8 million square feet as of December 31, 2017.2018.

Our business and affairs are managed under the direction of our Board of Trustees. Our Corporate Governance Principles (addressed below under “Corporate Governance”) contain Board membership qualifications and our Board striveswe strive for a mix of skills, experience and perspectives that will help create a dynamic and effective Board. In selecting nominees, the Board and its Corporate Governance Committee assess the independence, character and acumen of candidates and endeavor to establish areas of core competency of the Board, including, among others, industry knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. Our Board values diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees.

Our Board and its Corporate Governance Committee consider Trustee tenure in making Board nomination decisions and believe that it is desirable to maintain a mix of longer-tenured, experienced Trustees and newer Trustees with fresh perspectives. Our Board and its Corporate Governance CommitteeWe also believe that longer-tenured, experienced Trustees are a significant strength of the Board, given Brandywine’s size and range of activities.

Below, we identify the key experiences, qualifications and skills our Trustee nominees bring to the Board and that the Board considers important in light of our business and industry.

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The Board and its Corporate Governance Committee evaluate the Board’s own composition in the context of the diverse experiences and perspectives that the Trustees collectively bring to the boardroom. Their backgrounds provide the Board with vital insights in areas such as:

Commercial Real Estate

Accounting and Financial Financial

Risk Management

Mergers and             Acquisitions

Strategic Planning Risk Management

Governmental

Mergers and Regulatory Affairs Acquisition

Community andBusiness Administration Government Experienceand Operations

CapitalGovernmental and Regulatory Affairs

Marketing and Sales

Capital Deployment and Capital Markets

Executive Leadership Leadership and Talent Development

Tenant and Customer Perspective

TenantSustainability and CustomerCorporate     Perspective    Responsibility

Corporate Governance

Technology

The experiences, qualifications and skills of each Trustee that the Board considered in his or her nomination are included below the Trustees’ individual biographies on the following pages. The Board concluded that each nominee should serve as a Trustee based on the specific experience and attributes listed below each Trustees’ biography and the Board’s

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knowledge of each nominee, including the insight and collegiality each nominee is expected to bring to the Board’s functions and deliberations.

Annual Board Evaluation Process

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Corporate Governance Committee and aim to assess Board and committee effectiveness as well as individual Trustee performance and contribution levels. The Corporate Governance Committee and full Board consider the results of the annual evaluations in connection with their review of Trustee nominees to ensure the Board continues to operate effectively.

Each year, our Trustees complete governance questionnaires and self-assessments. In addition, the Chair of the Corporate Governance Committee coordinatesin-depth interviews with each of the Trustees to solicit their feedback. These questionnaires, and assessments, and feedback from the interviews facilitate a candid assessment of: (i) the Board’s performance in areas such as business strategy, risk oversight, talent development and succession planning and corporate governance; (ii) the Board’s structure, composition and culture; and (iii) the mix of skills, qualifications and experiences of our Trustees.

Trustees; Nominees

Our Board, upon the recommendation of its Corporate Governance Committee, has nominated each of the eight individuals identified in the following tablebelow for election at the Meetingannual meeting and unanimously recommends that shareholders vote FOR the election of each of the nominees as Trustee. Each nominee (other than Ms. Herubin) is currently a Trustee and each nominee has agreed to serve if elected. The Trustees have no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the Meeting.meeting. If any nominee is unable or unwilling for good cause to serve on our Board, the persons named in the proxy will use their discretion in selecting and voting for a substitute candidate or the Board may reduce the number of Trustees. Each individual elected as a Trustee at the Meetingmeeting will serve for a term expiring at the next annual meeting of shareholders and until his or her successor is elected and qualified.

Trustee Age

Experience, Qualifications, Attributes and Skills

JOYCE

NICHOLS

SWEENEY

DIGGS

FOWLER

HAVERSTICK

HERUBIN

PIZZI

Commercial Real Estate

«

«

«

«

«

«

«

«

Accounting and Financial

«

«

«

«

«

«

«

Risk Management

«

«

«

«

«

«

«

Mergers and Acquisitions

«

«

«

«

«

«

Business Administration and Operations

«

«

«

«

«

«

«

«

Governmental and Regulatory Affairs

«

«

«

«

«

Marketing and Sales

«

«

«

«

«

«

«

Capital Deployment and Capital Markets

«

«

«

«

«

«

«

«

Executive Leadership and Talent Development

«

«

«

«

«

«

«

«

NAME

AGE    Tenant and Customer Perspective

CURRENT POSITION

Michael J. Joyce«

76    «

Non-Executive Chairman of the Board and Trustee

Anthony A. Nichols, Sr.«

78

Chairman Emeritus and Trustee

Gerard H. Sweeney

61    «

President, Chief Executive Officer and Trustee

James C. Diggs«

69    «

Trustee

Wyche Fowler

77

Trustee

H. Richard Haverstick, Jr.

65

Trustee

Charles P. Pizzi

67

Trustee

Terri A. Herubin

56

Nominee Sustainability and Corporate Responsibility

«

«

«

«

«

«

«

«

Technology

«

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Thehe following are biographical summaries of the individuals nominated for election at the Meeting.

Michael J. Joyce, Chairman of the Board and Trustee

Mr. Joyce was first elected a Trustee on June 1, 2004 and was appointed our

Commercial   Real Estate

Accounting & Financial

Risk Management

Mergers &   Acquisitions

Business   Administration   & Operations

Governmental   & Regulatory   Affairs

Marketing &   Sales

Capital   Deployment   & Capital   Markets

Executive   Leadership &   Talent   Development

Tenant and   Customer   Perspective

Sustainability   & Corporate   Responsibility

Technology

Anthony A. Nichols, Sr., Chairman Emeritus and Trustee

Mr. Nichols was elected Executive Chairman of our Board on August 22, 1996. On March 25, 2004, Mr. Nichols became Chairman Emeritus of our Board. Mr. Nichols founded The Nichols Company, a private real estate development company, through a corporate joint venture with Safeguard Scientifics, Inc. and was President and Chief Executive Officer from 1982 through August 22, 1996. From 1968 to 1982, Mr. Nichols was Senior Vice President of Colonial Mortgage Service Company (now Berkadia Commercial Mortgage) and President of Colonial Advisors (the advisor to P.N.B. Mortgage and Realty Trust). Mr. Nichols has been a member of the National Association of Real Estate Investment Trusts (“NAREIT”) and former member of the Board of Governors of the Mortgage Banking Association and Chairman of the Income Loan Committee of the regional Mortgage Bankers Association and the Executive Committee of the Greater Philadelphia Chamber of Commerce. He was Vice Chairman, a member of the Executive Committee and a Trustee of Saint Joseph’s University and also served as Chairman of the Development Committee. Mr. Nichols was a member of the Board of Directors of Fox Chase Bank, which was sold in 2016, as well as a member of the Fox Chase Board’s risk management committee and audit committee.

Qualifications, Attributes, Skills and Experience:Real estate; finance; construction and development. Experience in all aspects of commercial real estate development and finance and extensive knowledge of the Company’s business as former executive Chairman; executive leadership; and corporate and community experience.

Gerard H. Sweeney, President, Chief Executive Officer and Trustee

Mr. Sweeney has served as President, Chief Executive Officer and Trustee of Brandywine since the Company’s founding in 1994. Mr. Sweeney has overseen the growth of Brandywine from four properties and a total market capitalization of less than $5 million to over 33 million square feet and a total market capitalization of approximately $5.0 billion. Prior to 1994, Mr. Sweeney served as Vice President of LCOR, Incorporated (“LCOR”), a real estate development firm. Mr. Sweeney was employed by the Linpro Company (a predecessor of LCOR) from 1983 to 1994 and served in several capacities, including Financial Vice President and General Partner. During this time, Mr. Sweeney was responsible for the marketing, management, construction, asset management and financial oversight of a diversified portfolio consisting of urban high-rise,mid-rise, flex, warehouse and distribution facilities, retail and apartment complexes. Mr. Sweeney holds a BS degree in Economics from West Chester University in West Chester, Pennsylvania. Mr. Sweeney is a member of the Real Estate Roundtable, the National Association of Real Estate Investment Trusts (“NAREIT”), Urban Land Institute (“ULI”), Chairman of the Schuylkill

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BRANDYWINE REALTY TRUST

		Gerard H. Sweeney President, Chief Executive Officer and Trustee Mr. Sweeney has served as President, Chief Executive Officer and Trustee of Brandywine since the Company’s founding in 1994. Mr. Sweeney has overseen the growth of Brandywine from four properties and a total market capitalization of less than $5 million to over 33 million square feet and a total market capitalization of approximately $5.0 billion. Prior to 1994, Mr. Sweeney served as Vice President of LCOR, Incorporated (“LCOR”), a real estate development firm. Mr. Sweeney was employed by the Linpro Company (a predecessor of LCOR) from 1983 to 1994 and served in several capacities, including Financial Vice President and General Partner. During this time, Mr. Sweeney was responsible for the marketing, management, construction, asset management and financial oversight of a diversified portfolio consisting of urban high-rise,mid-rise, flex, warehouse and distribution facilities, retail and apartment complexes. Mr. Sweeney is a member of the Real Estate Roundtable, NAREIT, Urban Land Institute (“ULI”), Chairman of the Schuylkill River Development Corporation (“SRDC”), Chairman of the board for the Philadelphia Regional Port Authority and Chairman of the King of Prussia Rail Coalition Advisory Committee. Additionally, Mr. Sweeney serves on the boards of several other Philadelphia-based civic andnon-profit organizations. Mr. Sweeney is alsoco-founder andco-CEO of Bonomo Turkish Taffy LLC. Qualifications, Attributes, Skills and Experience:Senior executive, with ability to drive and oversee our business strategy; detailed knowledge and unique perspective regarding our strategic and operational opportunities and challenges and our competitive and financial positioning.

Commercial   Real Estate

Accounting & Financial

Risk Management

Mergers &   Acquisitions

Business   Administration   & Operations

Governmental   & Regulatory   Affairs

Marketing &   Sales

Capital   Deployment   & Capital   Markets

Executive   Leadership &   Talent   Development

Tenant and   Customer   Perspective

Sustainability   & Corporate   Responsibility

Technology

River Development Corporation (“SRDC”), and Chairman of the board for the Philadelphia Regional Port Authority. Additionally, Mr. Sweeney serves on the boards of several other Philadelphia-based civic andnon-profit organizations. Mr. Sweeney is alsoco-founder andco-CEO of Bonomo Turkish Taffy LLC.

James C. Diggs, Trustee

Mr. Diggs was first elected a Trustee on March 21, 2011. From 1997 until his retirement in June 2010, Mr. Diggs served as Senior Vice President and General Counsel of PPG Industries, Inc., a producer of coatings and glass products. From 2004 to September 2009, Mr. Diggs also served as Corporate Secretary of PPG Industries, Inc. Mr. Diggs is a director of Allegheny Technologies Inc.

Qualifications, Attributes, Skills and Experience: Legal and risk oversight expertise; complex regulatory; environment, health and safety; financial reporting, accounting and controls; executive leadership; and corporate and community experience.

Wyche Fowler, Trustee

Mr. Fowler was first elected a Trustee on September 1, 2004. Mr. Fowler served as a member of the U.S. House of Representatives (1977-1986) and U.S. Senate (1987-1992) and as ambassador to Saudi Arabia (1996-2001). Mr. Fowler received an A.B. degree in English from North Carolina’s Davidson College in 1962 and a J.D. from Emory University in 1969. Mr. Fowler serves on a number of corporate boards, including Shubert Theatres, NY and Ziopharm, Inc., and Mr. Fowler is Chair Emeritus of the Middle East Institute, a nonprofit research foundation in Washington, D.C.

Qualifications, Attributes, Skills and Experience: Deep understanding and experience in government; public policy and foreign policy expertise; complex regulatory; legal expertise; senior leadership; and corporate and community experience.

H. Richard Haverstick, Jr., Trustee

Mr. Haverstick was first elected a Trustee on December 6, 2016. Prior to his retirement in June 2013, Mr. Haverstick spent nearly 40 years with Ernst & Young LLP, where he served in many senior leadership roles (including Global Financial Services Partner, Managing Partner of the Philadelphia Office, PhiladelphiaPartner-In-Charge of Financial Services,Mid-Atlantic and Southeast Region Banking Industry Leader andMid-Atlantic RegionPartner-In-Charge of Human Resources). Presently, Mr. Haverstick is a director and chair of the Audit Committee of the BMT Multi Cap Fund sponsored by The Bryn Mawr Trust Company. From June 2016 until its NASDAQ delisting in February 2018 under a plan of dissolution, Mr. Haverstick was a director and a member of the Audit Committee of Actua Corporation. Mr. Haverstick has served as a Trustee of Thomas Jefferson University and Jefferson Health since July 2013. At Jefferson, Mr. Haverstick is chair of the Finance committee, vice chair of the Compensation and Human Capital Committee, a member of the Executive Committee and past chair of the Audit, Risk and Compliance Committee. Mr. Haverstick has served in a variety of roles at civic and charitable organizations; he currently serves on the Dean’s Council at the Temple University Fox School of Business and as the Chair of the Accounting Department Advisory Board at Temple University. Previously, Mr. Haverstick held board

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Commercial   Real Estate

Accounting & Financial

Risk Management

Mergers &   Acquisitions

Business Administration & Operations

Governmental   & Regulatory   Affairs

Marketing &   Sales

Capital   Deployment   & Capital   Markets

Executive   Leadership &   Talent   Development

Tenant and   Customer   Perspective

Sustainability   & Corporate   Responsibility

Technology

positions with The Greater Philadelphia Chamber of Commerce, The Greater Philadelphia CEO Council for Growth, the Philadelphia Bar Foundation, The Southeast Pennsylvania Chapter of the American Red Cross, The Philadelphia Arts and Business Council, the Penjerdel Council, the Greater Philadelphia First Corporation and Movement Theater International.

Qualifications, Attributes, Skills and Experience:Financial expertise, including in financial reporting, accounting and controls; risk management; finance; executive leadership; and corporate and community experience.

Charles P. Pizzi, Trustee

Mr. Pizzi was first elected a Trustee on August 22, 1996. Mr. Pizzi served as the President and Chief Executive Officer as well as a director of Tasty Baking Company from October 7, 2002 until the company’s sale in May 2011. Mr. Pizzi served as President and Chief Executive officer of the Greater Philadelphia Chamber of Commerce from 1989 until October 4, 2002. Mr. Pizzi is a director of Pennsylvania Real Estate Investment Trust and serves on a variety of civic, educational, charitable and other boards, including the boards of Drexel University, Franklin Square Energy Fund and the Global Opportunity Fund, Philadelphia Belt Line Railroad, PHH Corporation and Independence Blue Cross. Mr. Pizzi served on the Board of Directors of the Federal Reserve Bank of Philadelphia from 2006 through 2011, including as Chairman from 2010 through 2011.

Qualifications, Attributes, Skills and Experience:Government and public policy; finance; financial reporting, accounting and controls; capital markets; risk management; extensive financial and risk oversight experience; executive leadership; and corporate and community experience.

Terri A. Herubin, Nominee

Ms. Herubin will join the Board upon her election at the Meeting. Ms. Herubin joined Angelo, Gordon, a private investment adviser, in 2017 as a Managing Director. She is the senior product specialist for the firm’s global real estate portfolios. From 2012 until 2017, Ms. Herubin served as a Managing Director at Barings Real Estate, a private investment manager, where she was lead portfolio manager of the firm’s coreopen-end fund and a member of its investment committee. She joined Barings from the Townsend Group, where, as a portfolio manager in the firm’s investment management group between 2009 and 2012, she led the underwriting of U.S. commingled fund mandates. Prior to her tenure at Townsend, Ms. Herubin was aco-portfolio manager for the New York State Teachers’ Retirement System’s equity real estate portfolio. She graduated from the University of Illinois at Urbana-Champaign with a B.A. in Urban Planning and holds a J.D. from Brooklyn Law School, where she was an editor of the Law Review. Ms. Herubin is a member of W/X, New York Women Executives in Real Estate, and of the Pension Real Estate Association, for which she has been a speaker at theirbi-annual meetings and a past member of thePREA-IPD Advisory Board.

Qualifications, Attributes, Skills and Experience:Real estate; finance; capital markets; complex regulatory; risk management. Extensive experience in all aspects of commercial real estate investments and finance.

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Commercial   Real Estate

Accounting & Financial

Risk Management

Mergers &   Acquisitions

Business Administration & Operations

Governmental   & Regulatory   Affairs

Marketing &   Sales

Capital   Deployment   & Capital   Markets

Executive   Leadership &   Talent   Development

Tenant and   Customer   Perspective

Sustainability   & Corporate   Responsibility

Technology

BRANDYWINE REALTY TRUST

Commercial   Real Estate

Accounting & Financial

Risk Management

Mergers &   Acquisitions

Business Administration & Operations

Governmental   & Regulatory   Affairs

Marketing &   Sales

Capital   Deployment   & Capital   Markets

Executive   Leadership &   Talent   Development

Tenant and   Customer   Perspective

Sustainability   & Corporate   Responsibility

Technology

Committees of the Board of Trustees

Our Board of Trustees has standing Audit, Corporate Governance, Compensation and Executive Committees.

The table below provides 20172018 membership and 2018 meeting information for each of the Board Committees.

Current Trustees		Audit		Corporate Governance		Compensation		Executive
Michael J. Joyce
Anthony A. Nichols, Sr.
Gerard H. Sweeney
Carol G. Carroll
James C. Diggs
Wyche Fowler
H. Richard Haverstick, Jr.
Charles P. Pizzi
2017 Meetings		9		4		8		3

Committee Chairs

During 2016 and until February 16, 2017, Mr. Joyce served as Chair of the Audit Committee. Effective February 16, 2017, Mr. Haverstick became Chair of the Audit Committee. Mr. Diggs is Chair of the Compensation Committee and served in that role during 2017. Mr. Pizzi is Chair of the Corporate Governance Committee and served in that role during 2017. Mr. Sweeney is Chair of the Executive Committee and served in that role during 2017.

2018 Meetings

JOYCE

NICHOLS

SWEENEY

DIGGS

FOWLER

HAVERSTICK

HERUBIN

PIZZI

Audit

(Chair)

10

Compensation

(Chair)

5

Corporate Governance

(Chair)

3

Executive

(Chair)

1

Audit Committee

Our Audit Committee assists our Board in overseeing:

 

∎u	the quality and integrity of our financial statements;

 

∎u	our compliance with legal and regulatory requirements;

 

∎u	our policies and practices for risk assessment and risk management, and steps taken by management to control these risks; and

 

∎u	related party transactions.

u

Our Audit Committee has sole authority to appoint, compensate, oversee and replace the independent registered public accounting firm. The committee reviews its internal quality-control procedures, assesses its independence and reviews all relationships between the independent registered public accounting firm and Brandywine.

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Our Audit Committee has sole authority to appoint, compensate, oversee and replace the independent registered public accounting firm, reviews its internal quality-control procedures, assesses its independence and reviews all relationships between the independent registered public accounting firm and Brandywine.

Our Audit Committee: