What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-16 · 25 added, 39 removed, 357 unchanged (15% of the section changed)

18 unchanged sentences

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of

compliance with the policies or procedures may deteriorate.

Over time, controls may become inadequate because of changes in conditions that cannot be anticipated at the present time, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

18 unchanged sentences

The Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of our general partner, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.

In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

17 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2021, of the Company and our report dated February 16, 2022, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 14, 2023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

20 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Urban Edge Properties LP (the “Operating Partnership”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the internal control over financial reporting of Urban Edge Properties LP and subsidiaries (the “Operating Partnership”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2021, of the Operating Partnership and our report dated February 16, 2022, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Operating Partnership and our report dated February 14, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

18 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

17 unchanged sentences

Accordingly, these awards are not included in the weighted-average exercise price calculation.

(3) Includes (i) 2,137,585 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 2,013,488 common share remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”).

(3) Includes (i) 1,873,435 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 2,104,499 common shares remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”).

The number of common shares remaining available for issuance under the Plan is based on awards being granted as "Full Value Awards," as defined in the Plan, including awards such as restricted stock, LTIP units or performance units that do not require the payment of an exercise price.

5 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) 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”).

Included in the 170,628 common shares authorized to be issued under the 2018 Inducement Equity Plan are an aggregate of (i) 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”) (excluding 1,000,000 common shares issuable upon exercise of outstanding vested options).

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’ 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

1 unchanged sentence

The information required by Item 13 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

15 unchanged sentences

Amended and Restated Bylaws of Urban Edge Properties (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 2 , 202 2 )

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)

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

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)

Revolving Credit Agreement among Urban Edge Properties LP, as Borrower, the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, dated as of January 15, 2015 (incorporated by reference to Exhibit 10.10 to Form 8-K filed January 21, 2015)

First Amendment, dated as of March 7, 2017, to Revolving Credit Agreement among Urban Edge Properties LP, as Borrower, to the Banker party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 3, 2017)

Second Amendment, dated as of July 29, 2019, to Revolving Credit Agreement by and among Urban Edge Properties LP, as Borrower, each of the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.5 to Form 10-K filed on February 12, 2020)

Third Amendment, dated as of June 3, 2020, to Revolving Credit Agreement by and among Urban Edge Properties LP, as Borrower, each of the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 5, 2020)

Fi rst Amended and R estated Revolving Credit Agreement, by and amo n g Urban Edge Properties LP, as Borrower, the Banks par ty thereto, and Wells Far go Bank, National Association, as Administrative Agent, dated as of August 9, 2022 (incorporate d by reference to Exhi bit 10.1 to Form 10-Q filed on November 3, 2022 )

Tax Protection Agreement dated as of May 24, 2017, by and among Urban Edge Properties LP;

11 unchanged sentences

Urban Edge Properties 2018 Inducement Equity Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed September 26, 2018)

Employment Offer Letter between Urban Edge Properties and Herb Eilberg (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 4, 2016)

Employment Agreement between Urban Edge Properties and Christopher Weilminster (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on October 31, 2018)

Employment Agreement between Urban Edge Properties and Jeffrey S.

1 unchanged sentence

Retention Agreement between Urban Edge Properties and Mark Langer (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 24, 2019)

Employment Agreement between Urban Edge Properties and Jeffrey Mooallem (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 19, 2022)

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

Urban Edge Properties Executive Severance and Change in Control Pla n (incorporated by refe rence to Exhibit 10.17 to Form 10-K filed on February 16, 20 22 )

Separation Agreement between Urban Edge Properties and Chris Weilminster

List of Subsidiaries

20 unchanged sentences

† Management contracts and compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

URBAN EDGE PROPERTIES

13 unchanged sentences

(Principal Executive Officer)

/s/ Mark Langer Chief Financial Officer February 16, 2022

Mark Langer (Principal Financial Officer)

/s/ Jennifer Holmes Chief Accounting Officer February 16, 2022

Jennifer Holmes (Principal Accounting Officer)

/s/ Susan Givens Trustee February 16, 2022

/s/ Michael A.

Gould Trustee February 16, 2022

Langer Chief Financial Officer February 14, 2023

Langer (Principal Financial Officer)

/s/ Andrea R.

Drazin Chief Accounting Officer February 14, 2023

Drazin (Principal Accounting Officer)

Baglivo Trustee February 14, 2023

/s/ Steven H.

4 unchanged sentences

Jenkins Trustee February 14, 2023

Lane Trustee February 16, 2022

O’Shea Trustee February 14, 2023

/s/ Steven Roth Trustee February 14, 2023

/s/ Katherine M.

Sandstrom Trustee February 14, 2023

/s/ Douglas W.

54 unchanged sentences

Huntington, NY — 21,200 33,667 29,389 15,875 68,381 84,256 ( 6,267 ) N/A 2007

Hyde Park (Shops at Riverwood), MA 21,466 10,867 19,441 7 10,867 19,448 30,315 (341) N/A 2022

Inwood, NY — 12,419 19,097 ( 1,355 ) 4,777 25,384 30,161 ( 4,703 ) N/A 2004

38 unchanged sentences

Staten Island, NY — 11,446 21,262 5,183 11,446 26,445 37,891 ( 12,858 ) 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

Totowa, NJ 50,800 120 11,994 5,075 92 17,097 17,189 ( 15,757 ) 1957/

Union (2445 Springfield Avenue), NJ 45,600 19,700 45,090 — 19,700 45,090 64,790 ( 17,566 ) N/A 2007

13 unchanged sentences

East Hanover, NJ 40,700 5,589 57,485 32,889 2,766 93,197 95,963 ( 23,461 ) 1972 1972 / 2021

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 4,488 238 13,934 14,172 ( 733 ) 1999 1975

7 unchanged sentences

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.

(4) The increase in initial cost to the Company is due to the acquisitions of 40 Carmans Road.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

3 unchanged sentences

Year Ended December 31,

2021 2020 2019

Balance at beginning of period $ 3,205,450 $ 2,946,817 $ 2,748,785

13 unchanged sentences

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