Shareholders back board and pay at Federal Realty (NYSE: FRT) meeting

Rhea-AI Filing Summary

Federal Realty Investment Trust held its annual shareholder meeting on May 6, 2026, where investors voted on trustee elections, executive pay and the auditor selection. All eight trustee nominees received strong support, with most drawing over 72 million votes in favor and only modest opposition.

Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 69,554,400 votes for, 4,840,747 against and 108,588 abstentions, alongside 4,732,290 broker non-votes. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 76,052,276 votes for, 3,149,125 against and 34,624 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Executive pay advisory vote - for: 69,554,400 votes Executive pay advisory vote - against: 4,840,747 votes Auditor ratification - for: 76,052,276 votes +4 more

7 metrics

Executive pay advisory vote - for 69,554,400 votes Advisory vote on named executive officer compensation

Executive pay advisory vote - against 4,840,747 votes Advisory vote on named executive officer compensation

Auditor ratification - for 76,052,276 votes Ratification of Grant Thornton LLP for FY ending Dec 31, 2026

Auditor ratification - against 3,149,125 votes Ratification of Grant Thornton LLP for FY ending Dec 31, 2026

Donald C. Wood trustee votes for 74,072,646 votes Election of trustee Donald C. Wood

Broker non-votes on main proposals 4,732,290 votes Broker non-votes for trustee and compensation proposals

Meeting date May 6, 2026 Annual meeting of shareholders

Key Terms

advisory vote, independent registered public accounting firm, broker non-votes, cumulative redeemable preferred stock, +1 more

5 terms

advisory vote financial

"Proposal 2: Advisory vote on the compensation of our named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes Proposal 1: Election of Trustees"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

cumulative redeemable preferred stock financial

"5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

Depositary Shares financial

"Depositary Shares, each representing 1/1000 of a share of 5.00% Series C"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 06, 2026

Federal Realty Investment Trust

Federal Realty OP LP

(Exact name of registrant as specified in its charter)

Maryland (Federal Realty Investment Trust)						1-07533						87-3916363
Delaware (Federal Realty OP LP)						333-262016-01						52-0782497
(State or other jurisdiction of incorporation)						(Commission File Number)						(IRS Employer Identification No.)

909 Rose Avenue, Suite 200

North Bethesda,

Maryland

20852

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number including area code: 301/998-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Federal Realty Investment Trust
Title of Each Class			Trading Symbol			Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest			FRT			New York Stock Exchange
$.01 par value per share, with associated Common Share Purchase Rights
Depositary Shares, each representing 1/1000 of a share			FRT-C			New York Stock Exchange
of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share
Federal Realty OP LP
Title of Each Class			Trading Symbol			Name of Each Exchange On Which Registered
None			N/A			N/A

Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Federal Realty Investment Trust Yes ☐ No ☒			Federal Realty OP LP Yes ☐ No ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Federal Realty Investment Trust ☐			Federal Realty OP LP ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Federal Realty Investment Trust (the "Company") was held on May 6, 2026. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters:

Matter						Votes For						Votes Against						Abstentions						Broker Non-Votes
Proposal 1: Election of Trustees
David W. Faeder						71,800,617						2,663,552						39,565						4,732,290
Joseph D. Fisher						74,434,624						37,700						31,411						4,732,290
Elizabeth I. Holland						72,955,956						1,508,522						39,257						4,732,290
Nicole Y. Lamb-Hale						73,848,224						519,841						135,670						4,732,290
Thomas A. McEachin						73,847,609						518,921						137,204						4,732,290
Anthony P. Nader, III						73,114,640						1,355,107						33,988						4,732,290
Gail P. Steinel						71,813,143						2,650,770						39,822						4,732,290
Donald C. Wood						74,072,646						392,526						38,563						4,732,290
Proposal 2: Advisory vote on the compensation of our named executive officers						69,554,400						4,840,747						108,588						4,732,290
Proposal 3: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026						76,052,276						3,149,125						34,624						0

SIGNATURES

    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 hereunto duly authorized.

									FEDERAL REALTY INVESTMENT TRUST
									FEDERAL REALTY OP LP
Date:			May 6, 2026						/s/ Dawn M. Becker
									Dawn M. Becker
									Executive Vice President-Chief Legal Officer and Secretary

FAQ

What did Federal Realty (FRT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight trustees, approving executive compensation on an advisory basis, and ratifying Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026.

Were all trustee nominees elected at Federal Realty (FRT) in 2026?

Yes, all eight trustee nominees were elected. Each candidate, including Donald C. Wood and David W. Faeder, received more votes for than against, supported by additional broker non-votes recorded on the proposals.

How did Federal Realty (FRT) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation. There were 69,554,400 votes for, 4,840,747 votes against and 108,588 abstentions, with 4,732,290 broker non-votes recorded for this proposal.

Which audit firm did Federal Realty (FRT) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 76,052,276 votes for, 3,149,125 against and 34,624 abstentions on the proposal.

What are broker non-votes in the Federal Realty (FRT) 2026 meeting results?

Broker non-votes arise when brokers submit proxies but are not instructed on certain proposals. For several proposals, including trustee elections and executive pay, 4,732,290 broker non-votes were reported in the 2026 annual meeting results.

Filing Exhibits & Attachments

4 documents

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