What changed in this filing

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Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-14 · 36 added, 26 removed, 356 unchanged (15% of the section changed)

2 unchanged sentences

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

2 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

The management of Urban Edge Properties and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

19 unchanged sentences

Evaluation of Disclosure Controls and Procedures

The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, as appropriate to allow timely decisions regarding required disclosures.

The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, as appropriate to allow timely decisions regarding required disclosures.

2 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Operating Partnership’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board of Trustees, management and other personnel of the Operating Partnership’s general partner, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Operating Partnership’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board of Trustees, management and other personnel of the Operating Partnership’s general partner, to provide reasonable assurance regarding the reliability of financial reporting, which requires the use of certain estimates and judgments, and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2 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

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.

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.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been or will be detected.

62 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Amendment and Restatement of Bylaws

On February 12, 2023, the Board of Trustees amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately, to, among other changes:

(i) address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a trustee nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;

(ii) enhance procedural and disclosure requirements in connection with shareholder nominations of trustees and submissions of proposals regarding other business at shareholder meetings, including requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business proposals, and other persons related to a shareholder’s solicitation of proxies;

and (iii) require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.

The Bylaws also include certain additional modernizing and clarifying changes, including updates to provisions relating to virtual meetings.

In order for a shareholder to nominate a candidate for election as a trustee or a shareholder to propose other business to be presented at our 2024 annual meeting of shareholders, including pursuant to Rule 14a-19, notice of such nomination or proposal must have been delivered to us not earlier than October 23, 2023 and not later than 5:00 p.m., Eastern Time, on November 22, 2023.

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

10 unchanged sentences

Equity compensation plans approved by security holders 2,979,723 (1)

$ 19.53 3,977,934 (3)

N/A 3,780,034 (3)

Equity compensation plans not approved by security holders 170,628 (4)

Total 2,962,319 $ 19.53 3,977,934

(1) Includes an aggregate of (i) 32,134 common shares issuable upon exercise of outstanding unvested options (excluding 2,907,129 common shares issuable upon exercise of outstanding vested options) and (ii) 2,759,557 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”).

Total 3,150,351 N/A 3,780,034

(1) Includes an aggregate of 2,979,723 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, 2022 include 1,017,792 LTIP Units issued pursuant to our 2021 LTI Plan, 2022 LTI Plan, and 2023 LTI Plan which remain subject to performance-based vesting criteria.

Excludes 2,939,263 common shares issuable upon exercise of outstanding vested options, which have no intrinsic value as of December 31, 2023.

(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 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).

Included in the common shares authorized to be issued under the 2018 Inducement Equity Plan are 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’ 2024 Annual Meeting of Shareholders and is incorporated herein by reference.

18 unchanged sentences

Declaration of Trust of Urban Edge Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 21, 2015)

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

Amended and Restated Bylaws of Urban Edge Properties

Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Form 10-K filed on February 14, 2023)

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)

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 )

First Amended and Restated Revolving Credit Agreement, by and among Urban Edge Properties LP, as Borrower, the Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, dated as of August 9, 2022 (incorporated by reference to Exhibit 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;

6 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 2, 2017)

Loan Agreement between VNO Bergen Mall Owner LLC and Wells Fargo Bank, National Association, dated March 25, 2013 (incorporated by reference to Exhibit 10.6 to Amendment No.

2 to Form 10 filed November 13, 2014)

Urban Edge Properties 2015 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.4 to Form S-8 filed February 17, 2015)

6 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 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

Urban Edge Properties Executive Severance and Change in Control Plan (incorporated by reference to Exhibit 10.17 to Form 10-K filed on February 16, 2022)

List of Subsidiaries

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy (Adopted October 19, 2023)

101.SCH* Inline XBRL Taxonomy Extension Schema

37 unchanged sentences

O’Shea Trustee February 14, 2024

/s/ Steven Roth Trustee February 14, 2023

/s/ Catherine D.

Rice Trustee February 14, 2024

/s/ Katherine M.

39 unchanged sentences

East Rutherford, NJ 23,000 — 36,727 1,798 — 38,525 38,525 ( 12,067 ) 2007 2007

Everett (Gateway Center), MA — 57,546 36,473 — 57,546 36,473 94,019 ( 591 ) 2000 2023

Framingham (Shopper's World), MA — 42,861 198,317 — 42,861 198,317 241,178 ( 1,504 ) 1951 2023

Freeport (Meadowbrook Commons) (leased through 2040) (3) , NY

— — — 927 — 927 927 ( 224 ) N/A 2005

Freeport (Freeport Commons), NY 43,100 1,231 4,747 4,628 1,593 9,013 10,606 ( 7,050 ) 1981 1981

Garfield, NJ 39,607 45 8,068 46,790 44 54,859 54,903 ( 25,607 ) 2009 1998

1 unchanged sentence

Glenolden, PA — 850 1,820 873 850 2,693 3,543 ( 2,432 ) 1975 1975

Hackensack, NJ 66,400 692 10,219 7,716 692 17,935 18,627 ( 13,019 ) 1963 1963

Hazlet, NJ — 7,400 9,413 ( 8,028 ) 5,211 3,574 8,785 ( 124 ) N/A 2007

Initial cost to company Gross amount at which

6 unchanged sentences

construction Date

Hackensack, NJ 66,400 692 10,219 7,722 692 17,941 18,633 ( 13,603 ) 1963 1963

Hazlet, NJ — 7,400 9,413 ( 8,005 ) 5,211 3,597 8,808 ( 170 ) N/A 2007

Huntington, NY 43,704 21,200 33,667 38,840 19,711 73,996 93,707 ( 8,237 ) N/A 2007

5 unchanged sentences

Lancaster, PA — 3,140 63 2,138 3,140 2,201 5,341 ( 1,341 ) 1966 1966

Las Catalinas, Puerto Rico 119,633 15,280 64,370 20,051 11,490 88,211 99,701 ( 36,429 ) 1996 2002

Shops at Caguas, Puerto Rico 82,000 15,280 64,370 24,499 15,280 88,869 104,149 ( 38,757 ) 1996 2002

Lodi (Washington Street), NJ — 7,606 13,125 ( 8,786 ) 3,823 8,122 11,945 ( 3,709 ) N/A 2004

29 unchanged sentences

— — 10,044 1,950 — 11,994 11,994 ( 5,105 ) N/A 2007

Springfield (leased through 2025) (3) , PA

— — — 80 — 80 80 ( 80 ) N/A 2005

Staten Island, NY — 11,446 21,262 5,183 11,446 26,445 37,891 ( 12,858 ) N/A 2004

Initial cost to company Gross amount at which

6 unchanged sentences

construction Date

Springfield (leased through 2025) (3) , PA

— — — 80 — 80 80 ( 80 ) N/A 2005

Staten Island, NY — 11,446 21,262 5,544 11,446 26,806 38,252 ( 13,761 ) N/A 2004

Totowa, NJ 50,800 120 11,994 ( 600 ) 45 11,469 11,514 ( 10,154 ) 1957/

13 unchanged sentences

Yonkers, NY 23,148 63,341 110,635 15,986 65,208 124,754 189,962 ( 23,284 ) N/A 2017

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

Lodi (Route 17 North), NJ — 238 9,446 4,487 238 13,933 14,171 ( 1,336 ) 1999 1975

28 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