Pennsylvania Real Estate Investment Trust : Proxy Statement 2023

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 1, 2023

Date: Thursday, June 1, 2023

Time: 11:00 a.m. Eastern Time

Place/ Meeting live via the Internet-please visit: www.virtualshareholdermeeting.com/PRET2023

Means:

Purpose of the Meeting:

For all holders of record of PREIT's common shares of beneficial interest:

1. To elect the seven trustees nominated by the Board of Trustees and named in this Proxy Statement for a term expiring at the 2024 Annual Meeting of Shareholders;
2. To provide advisory approval of our executive compensation;
3. To hold an advisory vote on the frequency of the advisory vote on executive compensation;
4. To ratify the selection of BDO USA LLP as our independent auditor for 2023; and
5. To transact such other business as may properly be brought before the meeting or any adjournment thereof.

For all holders of record of PREIT's outstanding preferred shares:

1. To elect the two trustees named in this Proxy Statement for a term expiring at the earlier of (a) the 2024 Annual Meeting of Shareholders and (b) such time as all accrued and unpaid dividends on the Outstanding Preferred Shares have been paid in full and the dividends for the then current dividend period have been paid in full or declared and set apart for payment in full.

Record Date: Our Board of Trustees has fixed the close of business on April 3, 2023 as the record date for the determination of holders of common shares of beneficial interest and outstanding preferred shares entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the Annual Meeting, which will be conducted via live audio webcast. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Annual Meeting, you will need to log in by entering the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for check-in.

By Order of the Board of Trustees

LISA M. MOST

Secretary

PREIT

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania 19103

April 18, 2023

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on June 1, 2023:

We are making this Proxy Statement, two separate forms of proxy card, and PREIT's Annual Report to Shareholders for the fiscal year ended December 31, 2022 available electronically via the internet at www.preit.com by clicking on "Investors," then clicking on "News & Reports," then clicking on "SEC Filings and Reports" and then clicking on "Proxy Statements" or "Annual Reports," respectively. On or before April 18, 2023, we will mail to our shareholders a Notice of Internet Availability and Proxy Materials (the "Notice"), which will contain instructions on how to access this Proxy Statement and our Annual Report and how to vote. Shareholders who receive the Notice will not receive a printed copy of the proxy materials in the mail, although the Notice will contain instructions regarding requesting a printed copy of the proxy materials if you so desire. Regardless of whether you expect to attend the virtual meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may vote your shares by mail, by telephone or through the internet by following the instructions set forth on the Notice. If you attend the virtual meeting, you may revoke your proxy by voting at the meeting.

TABLE OF CONTENTS

VOTING INFORMATION	1
Record Date; Shareholders Entitled to Vote	1
Your Participation in Voting the Shares You Own
Is Important	1
How to Vote	2
Shares Held through a Broker, Bank or Other
Financial Institution	2
Quorum; Voting Standards Generally	2
Voting by Proxy; Revocation of Proxies	4
Delivery of Documents to Shareholders Sharing
an Address	4
Solicitation of Proxies	4
Instructions for Participation in the Virtual Annual
Meeting	4
Asking Questions at the Virtual Annual Meeting . . .	5
Technical Difficulties or Trouble Accessing the
Live Webcast	5
GOVERNANCE	6
PROPOSAL TO BE VOTED ON BY COMMON
SHAREHOLDERS-PROPOSALONE-Election
of Trustees by Common Shareholders	6
Trustee Nomination Process	6
Nominees for Trustee	6
Majority Voting Standard for Trustee Elections
and Board Procedures	12
Board Recommendation	12
CORPORATE GOVERNANCE AND BOARD
MATTERS	13
Leadership Structure	13
Meetings of Independent Trustees	13
Role in Risk Oversight	13
Committees of the Board	14
Executive Compensation and Human
Resources Committee	14
Audit Committee	15
Nominating and Governance Committee	15
Communicating with the Board of Trustees	16
Meetings of the Board of Trustees	16
Corporate Governance Guidelines and Codes of
Conduct	16
Employee, Officer and Trustee Hedging	16
Commitment to Sustainability and Corporate
Responsibility	16
Trustee Independence	16
Standards of Independence	17
Related Party Transactions Policy	18
2022 Trustee Compensation	18
Information about our Executive Officers	19
Ownership of Trustee Nominees and Executive
Officers	21
COMPENSATION	23
PROPOSAL TO BE VOTED ON BY COMMON
SHAREHOLDERS-PROPOSAL TWO-
Advisory Approval of the Company's Executive
Compensation	23
Board Recommendation	24
2022 EXECUTIVE COMPENSATION	25
2022 Summary Compensation Table	25

Components of Executive Compensation	26
Base Salary	26
Cash Incentive Compensation	26
Long-Term Incentive Awards	28
Non-Qualified Retirement Plans	30
Benefits Generally Available to Employees	30
Employment Agreements	30
Joseph F. Coradino	30
Mario C. Ventresca, Jr	31
Joseph J. Aristone	31
Andrew M. Ioannou	31
Named Executive Officers Generally	31
Termination or Change of Control
Arrangements	31
Termination by Us Without Cause, Termination
by a Senior Executive for Good Reason or
Our Election Not to Renew the Employment
Agreement Not Associated with a Change in
Control	32
Termination by Us for Cause or Resignation by
the Executive Without Good Reason	33
Death or Disability	34
Time-Based Restricted Shares and RSU
Programs	34
Performance-Based PSU Programs	34
Outperformance Unit Program	35
Change of Control	35
Outstanding Equity Awards at 2022 Fiscal Year
End	36
Equity Compensation Plans	38
Pay Versus Performance	39
FREQUENCY OF VOTE ON COMPENSATION	42
PROPOSAL TO BE VOTED ON BY COMMON
SHAREHOLDERS-PROPOSAL THREE-
Advisory Vote on the Frequency of an Advisory
Vote on Executive Compensation	42
Board Recommendation	42
AUDIT	43
PROPOSAL TO BE VOTED ON BY COMMON
SHAREHOLDERS-PROPOSAL FOUR-
Ratification of Selection of Independent
Auditor	43
Board Recommendation	44
Audit Committee Report	44
Pre-Approval Policies and Procedures	45
Additional Information Regarding Our
Independent Auditors	45
OUTSTANDING PREFERRED SHARES
PROPOSAL	46
PROPOSAL TO BE VOTED ON BY ONLY
PREFERRED SHAREHOLDERS-Outstanding
Preferred Shares Trustees Election	46
General	46
Required Vote	48
Recommendation	48

2023 Proxy Statement i