Brixmor Property Group Inc

This management proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 (including the Compensation Discussion and Analysis and compensation tables). Management seeks this advisory approval to obtain stockholder feedback on the alignment of executive pay with company performance and to reinforce governance transparency. The vote is advisory and not mandatory, but the Board has committed to carefully consider the results in future compensation decisions, reflecting standard governance best practices for public companies. Contextually, Brixmor’s program emphasizes performance-based and equity compensation (approximately 80% of target pay), with multi-year performance metrics including Same Property NOI, Nareit FFO per share, and relative TSR measured against the FTSE Nareit Equity Shopping Centers Index; the Compensation Committee also includes CR goals and clawback provisions. The Board recommends voting for the proposal on the basis that the Compensation Committee, supported by an independent consultant, believes the program attracts and retains management, aligns pay with multi-year operational and financial targets, and incorporates risk-mitigating features (stock ownership guidelines, no hedging/pledging, clawbacks). Shareholders should note the advisory nature of the vote, the Company’s historically strong say-on-pay support (96.8% in 2025), and recent leadership transition where target and incentive levels for the new CEO were adjusted in connection with his appointment. A 'for' vote signals support for the approach to long-term incentives, PRSU design tied to relative TSR, service RSUs with an outperformance modifier, and the mix of cash and equity that management believes drives sustained value creation.

This management proposal asks stockholders, on a non-binding advisory basis, to indicate how frequently they would like the Company to hold advisory votes on named executive officer compensation—every one, two, or three years. Management is submitting the frequency question as required under Section 14A of the Exchange Act; the result will be non-binding, but the Board will consider stockholder preferences when establishing its governance practices. The Board is recommending an annual (one-year) frequency on the grounds that annual votes allow shareholders to provide more timely feedback on compensation decisions, particularly given recent leadership changes and active adjustments to CEO pay and incentive targets following an executive transition. The proposal sits within the broader governance context where the Compensation Committee uses multi-year performance metrics but also sets annual corporate and individual goals; more frequent advisory votes can help ensure alignment between evolving pay practices and shareholder expectations. While some investors prefer less frequent votes to focus on long-term metrics, the Board believes annual advisory votes best promote accountability and ongoing engagement, and it commits to weigh the outcome in future governance decisions. Because the vote is advisory, a plurality outcome (if no option receives a majority) will be treated as the stockholders’ preferred frequency, but the Board retains discretion in setting policy.