Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 10, 2021, the Board of Trustees ("Board") of Federal Realty Investment Trust ("Company") promoted Mr. Jeffrey S. Berkes, 57, to President and Chief Operating Officer of the Company. Mr. Berkes served as the Company's Executive Vice President-Western Region President from 2011 to 2021 and prior to that time held other officer positions within Company, including Chief Investment Officer (2003 - 2011). Mr. Donald C. Wood will remain the Company's Chief Executive Officer.

In connection with Mr. Berkes' promotion, he will receive the following compensation: (a) an annual base salary of $575,000; (b) eligibility for an annual bonus under our annual bonus plan targeted at 100% of his annual base salary; (c) eligibility for an annual equity award under our long-term incentive plan with a target level of $1,000,000; (d) a $1,000,000 restricted share award that vests equally over five years subject to Mr. Berkes' continued employment with the Company; and (e) a performance share award of between $500,000 and $2,000,000 depending on the Company's total annual shareholder return relative to the total annual shareholder return of the Bloomberg REIT Shopping Center Index during the four-year period from 2021 through 2024. The performance share award agreement is filed as an exhibit to this report.

The Company and Mr. Berkes also entered into an amended and restated severance and change in control agreement that will provide for payments and benefits to Mr. Berkes in the event he is terminated without cause, resigns on constructive termination or there occurs a change in control, subject to the terms and conditions described in the agreement. The amended and restated severance agreement is filed as an exhibit to this report.

Also on February 10, 2021, the Compensation Committee ("Committee") of the Board approved payment of an annual bonus to Donald C. Wood, our Chief Executive Officer equal to 50% of his target award under our annual bonus plan, and an annual bonus to each of Dawn M. Becker, our Executive Vice President-General Counsel and Secretary, and Daniel Guglielmone, our Executive Vice President-Chief Financial Officer and Treasurer, equal to 75% of their respective target award under our annual bonus plan. The Committee exercised its discretion in making these annual bonus awards in light of the work that was done to address the impacts of COVID-19 on the Company's business.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 10, 2021, the Board approved an amendment to the Company's bylaws to provide for proxy access. The amendment provides that the Company will include in its proxy statement individuals nominated to stand for election to the Board by any shareholder or group of up to 20 shareholders who have owned at least 3% of the Company's stock for at least 3 years. The number of potential nominees shareholders can submit for any annual meeting is limited to the greater of 2 or 20% of the total number of trustees on the Board. Proxy access is subject to procedural and other conditions and requirements as described more fully in our bylaws. The proxy access provision is included in Article II, Section 13 of our bylaws, a copy of which is filed as an exhibit to this report and is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.



  (d)  Exhibits

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