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FOR Proposal 3, the vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers; and

FOR Proposal 4, to approve an amendment to the Company’s 2017 Stock Incentive Plan to increase the number of available shares that may be issued under the plan.

Pay/Performance Alignment. The Company strictly enforces performance targets when determining payout on performance-based equity. Nothing demonstrates this more rigorously than Mr. Schanzer’s forfeiture of 1,250,000 shares of restricted stock, (valued at approximately $5.5 million as of the date of forfeiture), in June 2018 at the end of his last contract term for failure to meet pre-defined performance targets.

TSR on a one-, three- and five-year basis. The Company’s stock performance in the past few years unfortunately has followed a downward trend among retail REITs generally. Poor selection of peer group analogs, however, has caused ISS to exaggerate the Company’s relative underperformance. For example, several REITs in ISS’ selected peer group invest in different asset classes from the Company altogether, such as multi-family, or industrial, which follow a different economic cycle and are therefore inappropriate comparables. Similarly, ISS’ comparison to the broader Russell 3000 index is inapposite. The Company’s results are much more consistent when compared to retail REITs, and in many important respects, we believe the Company is better positioned, in both its redevelopment and defensive balance sheet strategy, to weather the downturn in the sector.

Recent equity grant. While ISS notes the front-loaded nature of our CEO’s recent equity grants made in connection with his employment agreement renewal, ISS model fails to accommodate the implied amortization of the grant over the new 5-year contract term. Had ISS applied a pro-rated portion of the CEO’s equity grant to its analysis, the multiples on both a relative and absolute basis would have been dramatically lower than those reported by ISS. Furthermore, as ISS has correctly noted, the Company has committed not to grant the CEO any further equity awards for the duration of his contract term.

Performance basis for long-term incentives. Half of our CEO’s 1.5 million grant of restricted stock units are performance-based based on TSR targets. The Company continues to believe that absolute TSR is the most appropriate measure of the Company’s long-term performance with respect to CEO compensation because it aligns the interests of our CEO most proximately with stockholders.

At-risk nature of awards. The three-year measurement window does not affect the at-risk nature of the award. Rather, it ensures that the measurement date is not unduly weighted toward a single date. 100% of Mr. Schanzer’s equity is at risk if he fails to meet performance targets at the end of both of the measurement windows.

Average annual TSR goals. ISS’ conclusion here fails to take into consideration the extremely challenging business environment which pervades the retail sector. The low share price is not indicative of an easy path to performance targets; rather, it highlights the importance of good leadership to achieving value creation in the sector.

Size of Proposed Increase. We are requesting approval of an additional 2,000,000 shares of common stock under the proposed amendment to the 2017 Stock Incentive Plan (the “2017 Plan”), which equates to a shareholder value transfer (new and available shares) of 2.64%, well below the ISS benchmark of 4.68%. As noted above, none of the additional 2,000,000 shares will be used to grant awards to our CEO.

Significant Number of Recently Retired Shares. Pursuant to the terms of our plan, which does not permit liberal recycling of shares, the 1.25 million shares recently forfeited by the CEO, as described above, were not added back to shares eligible for issuance. Similarly, shares we reacquire in the open market, such as those repurchased pursuant to the Company’s recent buyback program, will not be added to the reserve pool.

Broad Participation. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees; nearly two-thirds of all employees held outstanding equity awards as of March 8, 2019.

Effect of Lower Stock Price. As a result of the substantial and unanticipated decline in our stock price, we have been required to make equity grants covering substantially more shares than originally contemplated at the time the 2017 Plan was adopted in order to provide competitive equity awards with comparable value to those awarded before the stock price decline.

Plan Features Unchanged. Other than the increased share reserve, all features of the 2017 Plan remain unchanged from the 2017 Plan which was approved by our stockholders at the 2017 annual meeting.

Dividends Subject to Forfeiture. Payment of dividends on unvested shares, while common practice among the majority of REITs, was not granted to the CEO in respect of the dividend equivalent rights that accompanied the grant of restricted stock units. Rather, if the units fail to vest, then the equivalent dividend equivalent rights will be forfeited as well.

Glass Lewis Recommends a Vote FOR. Significantly, on April 11, 2019, Glass Lewis recommended that stockholders vote to approve the Plan, based on analyses involving comparisons of the Company to 22 of its peers in the real estate industry with an average market capitalization of $479 million, which is comparable to that of the Company.