Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 9, 2012



Federal Realty Investment Trust

(Exact name of registrant as specified in its charter)




Maryland   1-07533   52-0782497

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

1626 East Jefferson Street, Rockville, Maryland   20852-4041
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code: 301/998-8100



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2012, the Compensation Committee (“Committee”) of the Board of Trustees of Federal Realty Investment Trust (“Trust”) approved the following compensation arrangements for the Trust’s named executive officers: (a) a bonus payment to each of Mr. Donald C. Wood, the Trust’s President and Chief Executive Officer, Ms. Dawn M. Becker, the Trust’s Executive Vice President-Chief Operating Officer, General Counsel and Secretary, and Mr. Andrew P. Blocher, the Trust’s Senior Vice President-Chief Financial Officer and Treasurer, in the amount of $1,300,000, $364,299 and $200,000, respectively, under the Trust’s annual incentive bonus plan; and (b) an equity award to each of Mr. Wood, Ms. Becker and Mr. Blocher in the amount of $6,000,000, $750,000 and $337,500, respectively, pursuant to the Trust’s long-term incentive award program (“LTIAP”). The amounts of the LTIAP awards were determined on the basis of the Trust’s relative total return to shareholders, absolute total return to shareholders and return on invested capital during the period from January 2009 through December 2011. These awards vest equally over the next three years.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 15, 2012  

/s/ Dawn M. Becker

  Dawn M. Becker
  Executive Vice President-General Counsel and Secretary