Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February27, 2017, the Executive Compensation and Human
Resources Committee (the Compensation Committee) of the Board of
Trustees of Pennsylvania Real Estate Investment Trust (the
Company) took several actions regarding executive compensation.

The Compensation Committee approved the 2017-2019 Restricted
Share Unit Program (the Program), under which long term incentive
awards may be made to employees at the level of senior vice
president or above.

Having approved the Program, the Compensation Committee made long
term incentive plan awards in the form of Restricted Share Units,
or RSUs, under the Program, and granted restricted shares to the
Companys Chief Executive Officer, Chief Financial Officer and
certain other executive officers (collectively, the Executive
Officers), and to certain other employees. Issuance of shares in
respect of the RSUs, if any, depends on the Companys total return
to shareholders over a measurement period, generally three years.

The Compensation Committee also approved the Companys 2017 annual
cash incentive plan, under which awards may be made to employees
at the level of director or above. As a part of the 2017 annual
cash incentive plan, the Committee made annual incentive
compensation opportunity awards to the Executive Officers, as
well as to certain other employees. Payments to these Opportunity
Awards will be made after the Companys results for 2017 are
determined.

2017 Long Term Incentive Plan Awards

The Compensation Committee made long term incentive awards to the
Executive Officers, with 50% in the form of market based
performance-contingent RSUs and 50% in the form of time-based
restricted shares.

Market Based Performance-Contingent RSUs. Under the
Program, the number of common shares to be issued by the Company
with respect to the RSUs, if any, depends on the Companys
performance in terms of total return to shareholders (TRS) for
the three-year period beginning January1, 2017 and ending on the
earlier of December31, 2019 or the date of a change in control of
the Company (the Measurement Period) relative to the TRS for the
Measurement Period of other real estate investment trusts
comprising a leading index of real estate investment trusts (the
Index REITs). If the Companys TRS performance over the
Measurement Period is below the 25th percentile of the Index
REITs, then no shares will be earned. If the Companys TRS during
the Measurement Period is equal to or above the 25^th percentile of the Index REITs,
then a number of shares ranging from 50% up to a maximum of 150%
(at or above the 75^th
percentile) of the award will be earned. Dividends on our common
shares are deemed to also be paid with respect to RSUs and are
credited to the RSU accounts and applied to acquire more RSUs for
the account of the Executive Officer at the 20-day average
closing price per common share ending on the dividend payment
date. Awards will be paid in common shares in an amount based on
the number of RSUs in the recipients account at the end of the
Measurement Period. Participants in the Program may elect to
defer receipt of common shares earned.

The following table sets forth information regarding RSUs granted
to the Executive Officers to the Program:

Restricted Shares. With respect to the portion of the
long-term incentive awards made in the form of time-based
restricted shares, these shares generally will vest in three
equal annual installments on February15th of the years following
the date of grant, subject to continued employment. During the
period that the restricted shares have not vested, the recipient
is entitled to vote the shares and to receive an amount equal to
the dividends that would have been paid on the shares if they had
vested at the grant date.

The following table sets forth the number of restricted shares
granted to the Executive Officers:

The grants of restricted shares were made to the Second Amended
and Restated 2003 Equity Incentive Plan, as amended. The Second
Amended and Restated 2003 Equity Incentive Plan was filed as
Exhibit 10.3 to PREITs Quarterly Report on Form 8-K filed on
June12, 2012, and is incorporated herein by reference.

2017 Annual Incentive Compensation Plan

Under the 2017 annual incentive compensation plan, the
Compensation Committee approved threshold (i.e., minimum), target
and outperformance (i.e., maximum) annual cash incentive
opportunity levels, expressed as a percentage of base salary,
that the Executive Officers are eligible to receive.

The level of the award that each of the Executive Officers is
eligible to receive will depend upon theCompanys 2017 Funds From
Operations (FFO) per share and, if and to the extent that the
Committee so determines, other performance metrics. FFO is a
commonly used measure of operating performance and profitability
in the real estate industry, and the Company computes FFO in
accordance with standards established by the National Association
of Real Estate Investment Trusts. FFO is the core corporate
performance measure used to determine the level of the awards,
and will be the primary metric used in determining the amount of
the award payments. The Compensation Committee has the authority
under the awards to also consider Same Store net operating
income, the Companys leverage, comparable store sales per square
foot, non-anchor occupancy, gross rent renewal spreads, general
and administrative expenses as a percentage of revenue, occupancy
costs, and the results of the Companys anchor tenant replacement
program as other metrics in assessing the Companys performance.
If the Compensation Committee determines to utilize one or more
performance metrics other than FFO, then the Companys performance
relative to such factors as determined by the Compensation
Committee would be an additional basis for determining a portion
of the amount of the award payment.

The following table sets forth the award threshold, target and
outperformance levels for the Executive Officers under the 2017
annual incentive compensation plan, expressed as a percentage of
base salary:

Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) Recent Trading Information

Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) closed its last trading session 00.00 at 25.15 with 1,000 shares trading hands.