Urstadt Biddle Properties : Notice of Annual Meeting and Proxy Statement

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.	)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement

• ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

1. Definitive Proxy Statement

[	]	Definitive Additional Materials
[	]	Soliciting Material Pursuant to §240.14a-12
		Urstadt Biddle Properties Inc.
		(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1. No fee required.

• ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:

[ ]	Fee paid previously with preliminary materials.

• ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount Previously Paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

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URSTADT BIDDLE PROPERTIES INC.

321 RAILROAD AVENUE

GREENWICH, CONNECTICUT 06830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 17, 2022

Dear Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Urstadt Biddle Properties Inc. (the "Annual Meeting"), which will be conducted live via audio webcast at 2:00 p.m., Eastern Time, on Thursday, March 17, 2022. Due to the ongoing nature of the COVID-19 pandemic, the potential impact on the health and safety of our stockholders, employees, directors and other stakeholders, and any local restrictions that may be in place at such time regarding gatherings, we have determined that it would be prudent for the Company to hold its Annual Meeting online only. We also believe that this online format is environmentally friendly and encourages increased participation by stockholders who need not travel to participate. You will need your 16-digit control number, which is included in the Notice, proxy card or accompanying materials sent to you. You will be able to listen, vote and submit questions during the Annual Meeting, via www.virtualshareholdermeeting.com/UBA2022. Please see "Questions and Answers" for additional information on how to participate in the Annual Meeting.

The Annual Meeting will be held for the following purposes:

1. To elect three directors to serve for three years as Class I directors;
2. To ratify the appointment of PKF O'Connor Davies, LLP, as the independent registered public accounting firm of the Company for fiscal year 2022; and
3. To transact such other business as may properly come before the meeting or any adjournment thereof.

Stockholders of record of the Company's Class A Common Shares and Common Shares as of the close of business on January 19, 2022 are entitled to notice of and to vote at the Annual Meeting.

WHETHER OR NOT YOU PLAN TO BE PRESENT (VIRTUALLY) AT THE ANNUAL MEETING, PLEASE EXERCISE YOUR RIGHT TO VOTE BY FOLLOWING THE INSTRUCTIONS FOR VOTING IN THE "IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 17, 2022" YOU RECEIVED FOR THE ANNUAL MEETING, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING AND DATING THE PROXY CARD AND RETURNING IT PROMPTLY IN THE ENVELOPE PROVIDED. YOU MAY ALSO AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY TELEPHONE AS DESCRIBED IN YOUR PROXY CARD.

We look forward to your participation on March 17, 2022.

By Order of the Directors

WILLING L. BIDDLE

President & Chief Executive Officer

February 2, 2022

Table of Contents
TABLE OF CONTENTS
NOTICE OF AVAILABILITY OF PROXY MATERIALS	1
QUESTIONS AND ANSWERS	1
PROPOSAL 1	6
ELECTION OF DIRECTORS	6
INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS	8
CORPORATE GOVERNANCE AND BOARD MATTERS	11
PROPOSAL 2	21
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY	21
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
REPORT OF AUDIT COMMITTEE	23
EQUITY COMPENSATION PLANS	24
COMPENSATION DISCUSSION AND ANALYSIS	25
EXECUTIVE COMPENSATION	33
DIRECTOR COMPENSATION	41
COMPENSATION COMMITTEE REPORT	43
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	43
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	45
DELINQUENT SECTION 16(a) REPORTS	48
AVAILABLE INFORMATION	48
OTHER MATTERS	49

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URSTADT BIDDLE PROPERTIES INC.

321 RAILROAD AVENUE

GREENWICH, CONNECTICUT 06830

PROXY STATEMENT

FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

March 17, 2022

NOTICE OF AVAILABILITY OF PROXY MATERIALS

Pursuant to rules adopted by the Securities and Exchange Commission ("SEC"), the Company is providing stockholders with access to its proxy materials over the Internet. As a result, the Company is mailing to many of its stockholders a Notice Regarding Availability of Proxy Materials (the "Notice of Availability") instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Availability will have the ability to access the proxy materials over the Internet and to request a paper copy by mail by following the instructions in the Notice of Availability. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internet or by e-mail in future years. Mailing of paper copies of this Notice of Annual Meeting of Stockholders and Proxy Statement will begin on or about February 2, 2022. The principal executive offices of the Company are located at 321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: [phone]).

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 17, 2022

This Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com.

QUESTIONS AND ANSWERS

Why am I receiving this Proxy Statement?

You are receiving these materials because you owned our Common Shares or Class A Common Shares as a "registered" stockholder or you held Common Shares or Class A Common Shares in "street name" at the close of business on January 19, 2022, the record date (the "Record Date") for the Annual Meeting, and that entitles you to vote at our Annual Meeting to be held at 2:00 p.m. on Thursday, March 17, 2022 at www.virtualshareholdermeeting.com/UBA2022, or any postponements or adjournments of such meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders (the "Notice of Meeting"). This Proxy Statement contains information related to the solicitation of proxies for use at the Annual Meeting.

We had 10,264,037 Common Shares and 30,161,094 Class A Common Shares issued and outstanding on January 19, 2022.

Who is soliciting my proxy?

This solicitation of proxies is made by and on behalf of our Board of Directors. We will pay the costs of soliciting proxies, which will consist primarily of the cost of printing, postage and handling. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse these persons' out-of-pocket expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate, but do not currently intend to do so.

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What is the difference between a "registered" stockholder and a stockholder holding shares in "street name?"

If your Common Shares or Class A Common Shares are registered directly in your name with Computershare, Inc., our transfer agent, you are a "registered" stockholder. If you own Common Shares or Class A Common Shares through a broker, bank, trust or other nominee rather than in your own name, you are the beneficial owner of the Common Shares or Class A Common Shares, but considered to be holding the Common Shares or Class A Common Shares in "street name."

Who can attend the Annual Meeting and how?

If you are a holder of record of our Common Shares or Class A Common Shares at the close of business on the Record Date for the Annual Meeting, you are authorized to attend (virtually) the Annual Meeting at www.virtualshareholdermeeting.com/UBA2022. Due to the ongoing nature of the COVID-19 pandemic, the potential impact on the health and safety of our stockholders, employees, directors and other stakeholders, and any local restrictions that may be in place at such time regarding gatherings, we have determined that it would be prudent for the Company to hold its Annual Meeting online only. We also believe that this online format is environmentally friendly and encourages increased participation by stockholders who need not travel to attend and participate.

You will need your 16-digit control number, which is included in the Notice, proxy card or accompanying materials sent to you. The Annual Meeting will begin promptly at 2:00 p.m., Eastern Time, but online access will open at approximately 1:30 p.m., Eastern Time. We recommend that you log-in in advance to ensure that you do not encounter any technical difficulties. In the event of a technical difficulty, you may contact the technical support staff, whose contact information will be posted at www.virtualshareholdermeeting.com/UBA2022.

During the Annual Meeting, you will be able to listen, vote and submit questions by following the instructions on www.virtualshareholdermeeting.com/UBA2022. We will endeavor to answer as many pertinent questions as we can in the time allotted. Substantially similar questions may be addressed in one response.

What are the voting rights of stockholders?

Holders of record of Common Shares and Class A Common Shares of the Company as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. The outstanding Common Shares and Class A Common Shares constitute the only classes of securities entitled to vote at the Annual Meeting. Each Common Share entitles the holder thereof to one vote and each Class A Common Share entitles the holder thereof to 1/20 of one vote.

What will constitute a quorum at the Annual Meeting?

The presence, either in person (virtually) or by properly executed proxy, of stockholders entitled to cast a majority of all votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting, permitting the stockholders to conduct business at the Annual Meeting. Each Common Share outstanding on the Record Date entitles the holder thereof to one vote and each Class A Common Share outstanding on the record date entitles the holder thereof to 1/20 of one vote.

We will include stockholders who have properly executed proxy cards marked "for," "against" or "abstain" and "broker non- votes" as present at the Annual Meeting for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.

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