CEDAR REALTY TRUST, INC. (NYSE:CDR-B) Files An 8-K Submission of Matters to a Vote of Security Holders

CEDAR REALTY TRUST, INC. (NYSE:CDR-B) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07. Submission of Matters to a Vote of Security Holders

On May2, 2017 the Company held its annual meeting of
stockholders. The Company previously filed with the Securities
and Exchange Commission the annual proxy statement and related
materials pertaining to this meeting.

At the meeting, stockholders voted on five proposals: (1)the
election of directors, (2)approval of the appointment of Ernst
Young LLP as the independent registered public accounting firm
for the fiscal year ending December31, 2017, (3) advisory
(non-binding) vote on executive compensation, (4)advisory
(non-binding) vote on the frequency of say-on-pay votes, and
(5)approval of the Companys 2017 Stock Incentive Plan. A total of
81,883,876 shares of the Companys common stock outstanding and
entitled to vote were present at the meeting, in person or by
proxy, representing approximately 95.7% of the outstanding stock
entitled to vote at such meeting.

2

Each proposal was
approved, to the following voting results:

1. Election of
Directors

For Withheld Abstain Broker Non-Votes

Abraham Eisenstat

60,691,631.48 12,256,267.00 262,051.91 8,673,925.60

Gregg A. Gonsalves

72,440,075.07 505,723.42 264,151.91 8,673,925.60

Pamela N. Hootkin

72,581,613.48 532,173.00 96,163.91 8,673,925.60

Paul G. Kirk, Jr.

60,745,710.54 12,368,282.95 95,956.91 8,673,925.60

Steven G. Rogers

60,695,073.48 12,251,032.00 263,844.91 8,673,925.60

Bruce J. Schanzer

72,498,692.22 611,382.27 99,875.91 8,673,925.60

Roger M. Widmann

60,783,547.48 12,326,727.00 99,675.91 8,673,925.60

2. Appointment of
Ernst Young LLP as independent registered public accounting
firm

For

Against

Abstain

Broker Non-Votes

81,532,098.42 333,274.66 18,502.91 0.00

3. Advisory
(non-binding) vote on executive compensation

For

Against

Abstain

Broker Non-Votes

71,440,511.83 1,653,432.99 108,707.57 8,681,223.60

4. Advisory
(non-binding) vote on the frequency of say-on-pay votes

Every 1 year

Every 2 years

Every 3 years

Abstain

Broker Non-Votes

61,337,022.19 2,633,661.18 9,110,600.00 128,667.03 8,673,925.60

5. Approval of
2017 Stock Incentive Plan

For

Against

Abstain

Broker Non- Votes

58,524,955.27 14,558,510.22 126,484.91 8,673,925.60

3

Item9.01. Financial
statements and exhibits

(d)Exhibits

Exhibit Number

Description

10.1 Cedar Realty Trust, Inc. 2017 Stock Incentive Plan
(incorporated by reference to Annex A to the Companys
Definitive Proxy Statement filed with the Securities and
Exchange Commission on March23, 2017)
10.2 Form of Restricted Stock Award Agreement under the Cedar
Realty Trust, Inc. 2017 Stock Incentive Plan

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CEDAR REALTY TRUST, INC. (NYSE:CDR-B) Recent Trading Information

CEDAR REALTY TRUST, INC. (NYSE:CDR-B) closed its last trading session down -0.40 at 25.19 with 11,652 shares trading hands.

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