What changed in this filing

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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-17 · 31 added, 36 removed, 365 unchanged (16% of the section changed)

106 unchanged sentences

OTHER INFORMATION

On February 11, 2022, the Compensation Committee approved and adopted an Executive Severance and Change in Control Plan (the “Plan”) for the benefit of certain of the Company’s executive officers and other eligible employees that the Compensation Committee may designate from time to time (the “Participants”).

Each of the Company’s named executive officers identified in the Company’s proxy statement filed in connection with its 2021 annual meeting of shareholders has been named as Participants in the Plan (other than those executives whose severance benefits are governed by the terms of their existing agreements with the Company).

Under the Plan, in the event that a Participant’s employment is terminated by the Company for any reason other than for cause or death or disability, such Participant shall be entitled to (i) a lump sum payment equal to the product of (A) a severance multiple of either 1.0 (or such lesser multiple as may be agreed for non-executive officers), as specified in the letter agreement provided to each Participant upon qualification for the Plan, and (B) the sum of the Participant’s annual base salary and most recent target annual cash performance bonus, (ii) continuing coverage under the Company’s group medical, dental and vision plans as would have applied if the Participant remained employed for a number of years equal to the applicable severance multiple (at such cost to the Participant as would have applied in the absence of such termination), and (iii) full acceleration of time-base based equity awards held by the Participant and any accelerated vesting of equity awards with performance-based vesting to occur in accordance with the terms of the applicable award agreement.

In addition, if such termination occurs within three months prior to, or within 12 months following, a Change in Control (as defined in the Plan), the relevant severance multiple will be 1.5 (or such lesser multiple as may be agreed for non-executive officers), as specified in the letter agreement provided to each Participant upon qualification for the Plan.

In the event that a Participant’s employment is terminated on account of his or her death or disability, such Participant (or the Participant’s estate or beneficiaries) shall be entitled to, among other things, full acceleration of time-base based equity awards held by the Participant and any equity awards with performance-based vesting to remain outstanding and earned in accordance with the their terms based on performance but without further vesting based on service.

Additionally, in the event that a Participant’s employment is terminated on account of his or her disability, such Participant shall be entitled to receive any compensation and/or benefits as may be due or payable to such Participant in accordance with the terms and provisions of any employee benefit plans or programs of Urban Edge.

As a condition to participation in the Plan, each Participant must enter into a letter agreement with the Company in the form attached as an exhibit to the Plan, which, among other things, contains restrictive covenants in favor of the Company, including confidentiality, intellectual property, non-disparagement, non-competition and non-solicitation covenants.

Participants must generally also execute, deliver and not revoke a general release of claims in favor of the Company in order to receive benefits.

The foregoing is a summary of the Plan and should be read in conjunction with the full text of the Plan, which is attached hereto as Exhibit 10.17 and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

11 unchanged sentences

Total 3,841,474 $ 20.49 4,151,073

(1) Includes an aggregate of (i) 221,665 common shares issuable upon exercise of outstanding options and (ii) 2,631,573 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”).

The LTIP Units outstanding as of December 31, 2020 include 1,291,002 LTIP Units issued pursuant to our 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, and 2020 LTI Plan which remain subject to performance-based vesting criteria.

(1) Includes an aggregate of (i) 107,646 common shares issuable upon exercise of outstanding unvested options (excluding 2,831,617 common shares issuable upon exercise of outstanding vested options) and (ii) 2,714,271 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”).

The LTIP Units outstanding as of December 31, 2021 include 1,397,695 LTIP Units issued pursuant to our 2019 LTI Plan, 2020 LTI Plan, and 2021 LTI Plan which remain subject to performance-based vesting criteria.

(2) The LTIP Units do not have an exercise price.

8 unchanged sentences

The 2018 Inducement Equity Plan has a ten-year term expiring on September 20, 2028 and generally may be amended at any time by our Board of Trustees.

Included in the 1,170,628 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 1,000,000 common shares issuable upon exercise of outstanding options and (ii) 170,628 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units.

Included in the 1,170,628 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 666,667 common shares issuable upon exercise of outstanding unvested options (excluding 333,333 common shares issuable upon exercise of outstanding vested options) and (ii) 170,628 common shares issuable in exchange for common units which may, upon satisfaction of certain conditions, be issuable pursuant to outstanding LTIP Units in our Operating Partnership (“LTIP Units”).

Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

19 unchanged sentences

Amended and Restated Bylaws of Urban Edge Properties (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 24, 2020)

Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934

Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by ref erence to Exhibit 4.1 to Form 10-K filed on February 17, 2021)

Limited Partnership Agreement of Urban Edge Properties LP, dated as of January 14, 2015 (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 21, 2015)

22 unchanged sentences

Form of Indemnification Agreement between Urban Edge Properties and each of its trustees and executive officers (incorporated by reference to Exhibit 10.15 to Form 10-K/A filed on March 23, 2015)

Urban Edge Properties Executive Severance and Change in Control Plan

List of Subsidiaries

40 unchanged sentences

Jennifer Holmes (Principal Accounting Officer)

/s/ Susan Givens Trustee February 16, 2022

/s/ Michael A.

4 unchanged sentences

Guttman Trustee February 16, 2022

/s/ Norman K.

Jenkins Trustee February 16, 2022

Lane Trustee February 16, 2022

4 unchanged sentences

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Column A Column B Column C Column D Column E

Description Balance

of Year Additions

Expensed Uncollectible

Written-Off Balance

Year Ended December 31, 2020:

Allowance for doubtful accounts (1)

$ — $ — $ — $ —

Year Ended December 31, 2019:

Allowance for doubtful accounts (1)

Year Ended December 31, 2018:

Allowance for doubtful accounts 5,431 4,138 ( 2,949 ) 6,620

(1) Due to the adoption of ASC 842, we recognize changes in the collectibility assessment of operating leases as adjustments to rental revenue and thus no allowance for doubtful accounts is maintained.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

16 unchanged sentences

Bronx (Shops at Bruckner), NY 9,698 — 32,979 5,112 — 38,091 38,091 ( 2,895 ) N/A 2017

Bronx (1750-1780 Gun Hill Road), NY 24,680 6,427 11,885 23,702 6,428 35,586 42,014 ( 12,985 ) 2009 2005

Brooklyn (Kingswood Center), NY 70,815 15,690 76,766 ( 2,096 ) 15,690 74,670 90,360 ( 4,660 ) N/A 2020

Brooklyn (Kingswood Crossing), NY — 8,150 64,159 1,509 8,150 65,668 73,818 ( 3,741 ) N/A 2020

Bronx (1750-1780 Gun Hill Road), NY 25,172 6,427 11,885 23,410 6,428 35,294 41,722 ( 11,776 ) 2009 2005

Broomall, PA — 850 2,171 8,042 321 10,742 11,063 ( 1,849 ) 1966 1966

7 unchanged sentences

Cherry Hill (Plaza at Cherry Hill), NJ 28,244 14,602 33,666 ( 2,679 ) 14,602 30,987 45,589 ( 6,140 ) N/A 2017

Commack (leased through 2021) (3) , NY

— — 43 160 — 203 203 ( 193 ) N/A 2006

Dewitt (leased through 2041) (3) , NY

3 unchanged sentences

East Hanover (200 - 240 Route 10 West), NJ 63,000 2,232 18,241 16,690 2,671 34,492 37,163 ( 20,946 ) 1962 1962/

East Hanover (280 Route 10 West), NJ — — — 6,063 — 6,063 6,063 ( 2,028 ) N/A 1962/

East Rutherford, NJ 23,000 — 36,727 1,303 — 38,030 38,030 ( 10,431 ) 2007 2007

3 unchanged sentences

Garfield, NJ 40,300 45 8,068 46,545 44 54,614 54,658 ( 21,052 ) 2009 1998

Glenarden, MD (Woodmore Towne Centre) 117,200 28,397 144,834 — 28,397 144,834 173,231 ( 131 ) N/A 2021

Glenolden, PA — 850 1,820 824 850 2,644 3,494 ( 2,373 ) 1975 1975

Hackensack, NJ 66,400 692 10,219 7,601 692 17,820 18,512 ( 12,415 ) 1963 1963

Hazlet, NJ — 7,400 9,413 ( 8,028 ) 5,211 3,574 8,785 ( 79 ) N/A 2007

Initial cost to company Gross amount at which

6 unchanged sentences

construction Date

Glenolden, PA — 850 1,820 818 850 2,638 3,488 ( 2,345 ) 1975 1975

Hackensack, NJ 66,400 692 10,219 7,548 692 17,767 18,459 ( 11,746 ) 1963 1963

Hazlet, NJ — 7,400 9,413 ( 8,078 ) 5,211 3,524 8,735 ( 34 ) N/A 2007

Huntington, NY — 21,200 33,667 17,005 11,332 60,540 71,872 ( 8,239 ) N/A 2007

9 unchanged sentences

Marlton, NJ 37,400 1,611 3,464 14,759 1,454 18,380 19,834 ( 13,006 ) 1973 1973

Massapequa, (leased through 2069) (3) , NY

Massapequa, (portion leased through 2069) (3) , NY

— 44,035 3,084 29,423 30,077 46,465 76,542 ( 56 ) N/A 2020

26 unchanged sentences

— — — 80 — 80 80 ( 80 ) N/A 2005

Staten Island, NY — 11,446 21,262 5,072 11,446 26,334 37,780 ( 11,973 ) N/A 2004

Totowa, NJ 50,800 120 11,994 5,024 92 17,046 17,138 ( 15,322 ) 1957/

Initial cost to company Gross amount at which

6 unchanged sentences

construction Date

Staten Island, NY — 11,446 21,262 4,971 11,446 26,233 37,679 ( 11,099 ) N/A 2004

Totowa, NJ 50,800 120 11,994 4,883 92 16,905 16,997 ( 14,883 ) 1957/

Turnersville, NJ — 900 1,342 4,067 900 5,409 6,309 ( 2,563 ) 1974 1974

Union (2445 Springfield Avenue), NJ 45,600 19,700 45,090 — 19,700 45,090 64,790 ( 16,439 ) N/A 2007

Union (Route 22 and Morris Avenue), NJ — 3,025 7,470 7,192 3,025 14,662 17,687 ( 6,561 ) 1962 1962

Vallejo (leased through 2043) (3) , CA

— — 2,945 221 — 3,166 3,166 ( 1,276 ) N/A 2006

Walnut Creek (1149 South Main Street), CA — 2,699 19,930 ( 1,003 ) 2,699 18,927 21,626 ( 3,559 ) N/A 2006

2 unchanged sentences

Watchung, NJ 26,097 4,178 5,463 2,929 4,441 8,129 12,570 ( 6,638 ) 1994 1959

Westfield, NJ 4,730 5,728 4,305 ( 4,459 ) 3,349 2,225 5,574 ( 93 ) N/A 2017

Wheaton (leased through 2060) (3) , MD

7 unchanged sentences

East Hanover, NJ (4)

40,700 5,589 57,485 30,750 5,756 88,068 93,824 ( 22,177 ) 1972 1972 / 2021

Lodi (Route 17 North), NJ — 238 9,446 4,212 238 13,658 13,896 ( 127 ) 1999 1975

3 unchanged sentences

TOTAL $ 1,695,408 $ 583,698 $ 1,718,987 $ 902,765 $ 543,827 $ 2,661,623 $ 3,205,450 $ ( 753,947 )

(1) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years .

(1) Depreciation of the buildings and improvements are calculated over lives ranging from one to forty years .

(2) Adjusted tax basis for federal income tax purposes was $ 1.8 billion as of December 31, 2021.

1 unchanged sentence

The building will revert to the lessor upon lease expiration.

(4) The increase in initial cost to the Company is due to the acquisitions of 151 Ridgedale Avenue and 601 Murray Road.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

16 unchanged sentences

810,654 753,637 726,646

Accumulated depreciation on assets written-off ( 23,271 ) ( 54,700 ) ( 21,833 )

Accumulated depreciation on assets sold, written-off or reclassified as held for sale ( 56,707 ) ( 23,271 ) ( 54,700 )

Balance at end of period $ 753,947 $ 730,366 $ 671,946

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures