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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

EQUITY ONE, 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):

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1600 N.E. Miami Gardens Drive

North Miami Beach, Florida 33179

(305) 947-1664

March 29, 2013

Dear stockholder:

The board of directors and officers of Equity One, Inc., a Maryland corporation, join us in extending to you a cordial invitation to attend the 2013 annual meeting of our stockholders. This meeting will be held on Thursday, May 9, 2013, at 11:30 a.m., local time, at the offices of Reed Smith LLP located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022.

As permitted by the rules of the Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or E-proxy notice, on or about March 29, 2013 to our stockholders of record as of the close of business on March 5, 2013. The E-proxy notice contains instructions for your use of this process, including how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual report or elect to receive your proxy statement and annual report over the Internet.

If you are unable to attend the annual meeting in person, it is very important that your shares be represented and voted at the meeting. You may authorize your proxy to vote your shares over the Internet as described in the E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by telephone as described in your proxy card. If you authorize your proxy to vote your shares over the Internet, return your proxy card by mail or vote by telephone prior to the annual meeting, you may nevertheless revoke your proxy and cast your vote personally at the meeting.

We look forward to seeing you on May 9, 2013.

Sincerely,

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EQUITY ONE, INC.

1600 N.E. Miami Gardens Drive

North Miami Beach, Florida 33179

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 9, 2013

To our stockholders:

You are cordially invited to attend the 2013 annual meeting of the stockholders of Equity One, Inc., a Maryland corporation, which will be held at the offices of Reed Smith LLP located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, on Thursday, May 9, 2013 at 11:30 a.m., local time. At the meeting, stockholders will consider and vote on the following matters:

If you own shares of our common stock as of the close of business on March 5, 2013, you can vote those shares by proxy or at the meeting.

Whether or not you plan to attend the meeting in person, please authorize your proxy to vote your shares over the Internet, as described in the Notice of Internet Availability of Proxy Materials, or E-proxy notice. Alternatively, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by telephone as described in your proxy card. Stockholders who authorize a proxy to vote over the Internet, who return proxy cards by mail or vote by telephone prior to the meeting may nevertheless attend the meeting, revoke their proxies and vote their shares in person.

North Miami Beach, Florida

March 29, 2013

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(i)

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(ii)

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2013 ANNUAL MEETING

OF

STOCKHOLDERS OF EQUITY ONE, INC.

PROXY STATEMENT

QUESTIONS AND ANSWERS

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CORPORATE GOVERNANCE AND RELATED MATTERS

Our business, property and affairs are managed under the direction of our board of directors, except with respect to those matters reserved for our stockholders. Our board of directors establishes our overall corporate policies, reviews the performance of our senior management in executing our business strategy and managing our day-to-day operations and acts as an advisor to our senior management. Our board’s mission is to further the long-term interests of our stockholders. Members of the board of directors are kept informed of our business through discussions with our management, primarily at meetings of the board of directors and its committees, and through reports and analyses presented to them. Significant communications between our directors and senior management occur apart from such meetings. The board and each of its committees – audit, compensation, executive and nominating and corporate governance – also have the authority to retain, at our expense, outside counsel, consultants or other advisors in the performance of their duties.

Charters for the audit, compensation and nominating and corporate governance committees, our corporate governance guidelines and our code of conduct and ethics may be viewed on our website at www.equityone.net under the “About Us” tab. These documents are also available without charge to stockholders who request them by contacting Equity One, Inc. — Investor Relations, at 1600 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179.

Independent Directors

Under the corporate governance standards of the NYSE, at least a majority of our directors and all of the members of our audit committee, compensation committee and nominating and corporate governance committee must meet the test of “independence” as defined by the NYSE. The NYSE standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). In making this determination, the board of directors considered transactions and relationships between each director or any member of his or her immediate family and us and our subsidiaries and affiliates, including those transactions reported below under “Certain Transactions.” The board of directors has determined that each of Messrs. Cassel, Flanzraich, Hetz and Linneman and Misses Cohen and Maor currently satisfy the bright-line criteria and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of our board. Following the election of the director candidates at the annual meeting, we believe that 56% of our board members will be independent under those rules.

Nominations for Directors

The nominating and corporate governance committee, or nominating committee, will consider nominees for director suggested by stockholders in written submissions to our corporate secretary. In evaluating nominees for director, the nominating committee does not differentiate between nominees recommended by stockholders and others. In identifying and evaluating candidates to be nominated for director, the nominating committee reviews the desired experience, mix of skills and other qualities required for appropriate board composition, taking into account the current board members and our specific needs as well as those of the board. This process is designed so that the board of directors includes members with diverse backgrounds, skills and experience, and represents appropriate financial and other expertise relevant to our business. In addition to the personal qualifications of each candidate, the nominating committee will consider, among other things, the following:

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The nominating committee also reserves the right to request such additional information as it deems appropriate.

Although the nominating committee’s charter permits it to engage a search firm to identify director candidates, we did not pay fees to any third parties to assist in the process of identifying or evaluating director candidates to stand for election at the annual meeting.

Executive Sessions

Pursuant to our corporate governance guidelines, our non-management directors meet in separate executive sessions at least four times a year and as otherwise determined by the lead director (discussed below). Generally, executive sessions are held at the outset of each quarterly meeting of the board. The lead director may invite our chief executive officer or others, as he deems appropriate, to attend a portion of these sessions. The non-management directors met four times in executive sessions in 2012.

Board Leadership Structure

On an ongoing basis, our nominating and corporate governance committee evaluates the structure and composition of our board of directors, including the current leadership structure and discusses its recommendations with the full board to ensure that our leadership structure is appropriate given the specific characteristics and circumstances of our business.

Our board does not have a policy with respect to the separation of the offices of chairman of the board and chief executive officer. Rather, our board believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board to make a determination when it elects a chief executive officer. Since December 2006, Chaim Katzman has served as our chairman of the board and Jeffrey S. Olson has served as our chief executive officer.

In May 2006, Neil Flanzraich was elected to serve as our lead director and has served in that capacity since that time. The lead director is an independent director who acts in a lead capacity to coordinate the other independent directors, consult with the chairman on board agendas, chair the executive sessions of the non-management directors and perform such other functions as the board may direct. The lead director would also preside over meetings of our board of directors to the extent there were matters involving conflicts with our majority stockholders, with whom our chairman is affiliated.

Stockholder Communications

Our board has implemented a process by which our stockholders and other interested parties may communicate with one or more members of our board, its committees, the lead director or the non-management directors or independent directors as a group in a writing addressed to Equity One, Inc., Board of Directors, c/o Corporate Secretary, 1600 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179. Such communications may be made on an anonymous or confidential basis. The board has instructed our corporate secretary to promptly forward all such communications to the specified addressees thereof.

Risk Oversight

Our board provides oversight of the company’s risk exposure by receiving periodic reports from senior management regarding matters relating to financial, operational, legal and strategic risks and mitigation strategies for such risks. Our board believes that the current separation of the roles of chairman of the board and chief executive officer facilitates communication between senior management and the full board of directors about risk

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oversight and therefore strengthens the board’s risk oversight activities. In addition, as reflected in the audit committee charter, our board has delegated to the audit committee responsibility to oversee, discuss and evaluate the company’s policies and guidelines with respect to risk assessment and risk management, including internal control over financial reporting. As appropriate, the audit committee provides reports to and receives direction from the full board regarding the company’s risk management policies and guidelines, as well as the audit committee’s risk oversight activities.

Code of Conduct and Ethics

Our board of directors has adopted a code of conduct and ethics that applies to all of our directors, officers, employees and independent contractors. The code also has specific provisions applicable to all employees with access to, and responsibility for, matters of finance and financial management, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The full text of the code of conduct and ethics is available at, and we intend to disclose any amendments to, or waivers from, any provision of the code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or any other executive officers or directors by posting such information within four business days of such amendment or waiver on our website at www.equityone.net.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Meetings

During the fiscal year ended December 31, 2012, our board of directors held a total of nine meetings. Each of our directors attended at least 75% of the aggregate of (i) the number of the meetings of the board of directors which were held during the period that such person served on the board of directors and (ii) the number of meetings of committees of the board of directors held during the period that such person served on such committee. Although we have no specific requirement regarding the attendance at the annual meeting of stockholders by our directors, in 2012 all of our directors attended the annual meeting in person.

Committee Membership

We have four standing committees: the executive committee, the audit committee, the compensation committee and the nominating and corporate governance committee.

The current members of our committees are as follows:

Executive Committee. The executive committee is authorized to perform all functions which may be lawfully delegated by the board of directors; provided, however, that the executive committee may only approve the

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sale or acquisition of properties with a purchase price of no more than $60 million, the sale or acquisition of undeveloped land with a purchase price of no more than $30 million, budgets for the development or redevelopment of properties of no more than $50 million and financings of no more than $100 million. The executive committee met or took action by consent three times during the year ended December 31, 2012.

Audit Committee. The members of the audit committee are “independent,” as defined under the NYSE listing standards and the rules and regulations of the SEC. The board has determined that each of Ms. Cohen and Messrs. Cassel and Hetz qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC. The audit committee’s functions include reviewing and discussing our financial statements, reviewing and discussing our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with our management and independent registered certified public accounting firm, in its sole discretion retaining and terminating the engagement of our independent registered certified public accounting firm, determining the independence of such firm and discussing with management and the independent registered certified public accounting firm the quality and adequacy of our disclosure controls and procedures and internal controls.

The audit committee is also responsible for overseeing, discussing and evaluating our guidelines, policies and processes with respect to risk assessment and risk management and the steps management has taken to monitor and control risk exposure, and advises the board of directors with respect to such matters, as appropriate. The audit committee met eleven times during the year ended December 31, 2012.

Please refer to the audit committee report, which is set forth on page 17 of this proxy statement, for a further description of our audit committee’s responsibilities and its recommendation with respect to our audited consolidated financial statements for the year ended December 31, 2012.

Compensation Committee. The members of the compensation committee are “independent,” as defined under the NYSE listing standards. The compensation committee’s functions consist of administering our Amended and Restated 2000 Executive Incentive Compensation Plan, which we refer to as the 2000 plan, and our 2004 Employee Stock Purchase Plan, recommending, designing and approving our salary, bonus and benefits policies, including our executive compensation programs, reviewing the relationship between our compensation practices and effective risk management, discussing with management the Compensation Discussion and Analysis and, if appropriate, recommending its inclusion in our annual report on Form 10-K and proxy statement, and monitoring and discussing senior management succession planning. The compensation committee has the power to create subcommittees with such powers as the compensation committee may from time to time confer to such subcommittees. For a description of the role performed by executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis – Management’s and Advisor’s Role in Compensation Decisions.” The compensation committee met or took action by consent six times during the year ended December 31, 2012.

Nominating and Corporate Governance Committee. The members of the nominating and corporate governance committee are “independent,” as defined under the NYSE listing standards. The committee’s duties include identifying and recommending candidates for appointment, election or reelection to the board, considering issues and making recommendations concerning the size, composition, organization, leadership and effectiveness of the board, including committee assignments, establishing and overseeing procedures for annual assessment of board and director performance, evaluating issues of corporate governance, making recommendations to the board regarding our governance policies and practices and monitoring compliance with stock ownership requirements for directors. The nominating and corporate governance committee met nine times during the year ended December 31, 2012.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee during 2012 was an officer, employee or former officer of ours or any of our subsidiaries or had any relationship that would be considered a compensation committee interlock and would require disclosure in this proxy statement pursuant to SEC regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this proxy statement pursuant to SEC regulations.

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The board of directors proposes that the nominees described below be elected for a one-year term and until their successors are duly elected and qualify. All nominees are currently serving as our directors. The board has decided to reduce its size by one director, effective immediately following the annual meeting, in order to eliminate the vacancy that will be created by Mr. Hetz’s decision not to stand for reelection.

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Vote Required

The vote of a plurality of all votes cast at the meeting at which a quorum is present is necessary for the election of a director. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

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EXECUTIVE OFFICERS

As of the date of this proxy statement, our executive officers are as follows:

Mr. Olson also serves as a director. His biographical information can be found in the section entitled “Proposal 1 – Election of Directors” beginning on page 9.

Thomas A. Caputo has served as our president since March 2008. Prior to joining us, from December 2000 to March 2008, Mr. Caputo was executive vice president and head of the portfolio management and acquisition groups at Kimco Realty Corporation, a publicly-traded real estate investment trust. From January 2000 to December 2000, he was a principal of H&R Retail, a private real estate company specializing in development and redevelopment of real estate and located in Baltimore, Maryland. From April 1983 to December 1999, Mr. Caputo was a principal with RREEF, a pension fund advisor, where he was in charge of nationwide retail acquisitions and dispositions and a member of its investment committee. Prior to joining RREEF, from February 1976 to March 1983, Mr. Caputo was the principal in charge of retail leasing with Collier Pinkard in Baltimore, Maryland. He has a B.A. from Randolph Macon College.

Mark Langer has served as our executive vice president and chief financial officer since April 2009 and served as our chief administrative officer from January 2008 until January 2011. Prior to joining us, Mr. Langer served as Chief Operating Officer of Johnson Capital Management, Inc., an investment advisory firm, from January 2000 to December 2007. From July 1988 to January 2000, he worked in the assurance practice in the Washington D.C. office of KPMG, LLP, where he was elected partner in 1998. Mr. Langer has a Bachelors of Business Administration from James Madison University.

Arthur L. Gallagher has served as our executive vice president since February 2008, as senior vice president from December 2006 to February 2008 and as our general counsel and corporate secretary from March 2003 to February 2012. In August 2010, he also assumed the role of president of our South Florida region and, in April of 2012, expanded his operating role to the president of our operations in the State of Florida. Prior to joining us, Mr. Gallagher was with the law firms of Greenberg Traurig P.A., Miami, Florida, from 1999 to 2003, and Simpson Thacher & Bartlett, New York, New York, from 1997 to 1999. Mr. Gallagher received a B.A. from the University of North Carolina – Chapel Hill and a Juris Doctorate from Duke University School of Law.

Michael Berfield has served as our executive vice president of development since February 2012, as our senior vice president of development from August 2011 to February 2012 and as our vice president of northeast development from January 2010 to August 2011. Prior to joining us, from September 2007 to December 2009 Mr. Berfield was a principal in a joint venture with one of the largest residential property owners in New York City and from February 2002 to August 2007 Mr. Berfield worked for Vornado Realty Trust where he oversaw development of several retail projects in New York City. Mr. Berfield received a B.A. from Washington University.

Lauren Holden has served as our executive vice president of investment management since February 2012 and as our vice president of portfolio management and northeast regional president from April 2008 to February 2012. Prior to joining us, Ms. Holden served in a number of roles at Kimco Realty Corporation from March 2003 to April 2008 including senior portfolio manager. Ms. Holden received a Bachelor of Science in Human and Organizational Development and Business Administration from Vanderbilt University.

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Joshua Kagan has served as our vice president and northeast regional president since February 2012. Prior to joining us, Mr. Kagan was the managing principal of WestRidge Realty Advisors, a boutique investment manager and operator of retail real estate, from June 2005 to February 2012. Before forming WestRidge, Mr. Kagan was chief investment officer for AmCap Incorporated, a private equity real estate firm with retail and office properties nationwide, from 1997 to June 2005. Mr. Kagan holds an MBA from the University of Denver, did his undergraduate work at the University of Michigan and is a graduate of Harvard University’s Advanced Management Development Program in Real Estate.

Robert Mitzel has served as our vice president and southeast regional president since August 2010 and also served as our regional president of north Florida operations from August 2010 to March 2012. Prior to joining us, Mr. Mitzel served as Executive Vice President of Property Management and Leasing for IRT Property Company, a NYSE listed company acquired by us in 2003. Mr. Mitzel has a Bachelor of Science Degree in Business Administration from Appalachian State University.

Jeffrey Mooallem has served as our vice president and president of west coast operations since August 2011. Prior to joining us, Mr. Mooallem was the Senior Vice President of Development and Leasing at Turnberry Associates in Miami, Florida from November 2007 to August 2011, where he had responsibility for over five million square feet of retail centers, including the 2.7 million square foot Aventura Mall. He has also served as President of GL Commercial, a full-service real estate development company based in South Florida from June 2003 to October 2007, and started his real estate career working for Developers Diversified Realty and Ram Realty Services during the years 1998 to 2003. Mr. Mooallem received his Bachelor of Arts degree from Boston University and his Juris Doctorate degree from Fordham University School of Law.

Aaron M. Kitlowski has served as our general counsel and corporate secretary since February 2012, our deputy general counsel and assistant corporate secretary from March 2011 to January 2012 and a vice president since joining us in March 2011. Prior to joining us, Mr. Kitlowski served as a Chief Counsel of CIT Group Inc., a finance company, from September 2005 to March 2011. From 1997 to 2000 and again from 2001 to 2005, Mr. Kitlowski was an associate with the law firm of Simpson Thacher & Bartlett, New York, New York. From 2000 to 2001, Mr. Kitlowski served as Assistant General Counsel for Sphera Optical Networks, a fiber optic telecommunications company. Mr. Kitlowski received a B.A. from Duke University and a Juris Doctorate from Duke University School of Law.

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The audit committee has selected and appointed the firm of Ernst & Young LLP to act as our independent registered certified public accounting firm for 2013. Ernst & Young LLP was first engaged to audit our books for the fiscal year ended December 31, 2005 and has served as our independent registered certified public accounting firm since that time. Ratification of the appointment of the registered certified public accounting firm requires a majority of the votes cast at the meeting. Any shares not voted, whether by abstention, broker non-vote, or otherwise, have no impact on the vote.

Although stockholder ratification of the appointment of our independent registered certified public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the audit committee in its discretion may select a different independent registered certified public accounting firm at any time if it determines that such a change would be in our best interest and the best interests of our stockholders. If our stockholders do not ratify the audit committee’s selection, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of independent registered certified public accounting firm.

In choosing our independent registered certified public accounting firm, our audit committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures the firm has established, and any issue raised by the most recent quality control review of the firm. The review also includes matters required to be considered under the SEC rules on “Auditor Independence,” including the nature and extent of non-audit services to ensure that they will not impair the independence of any such firm.

Representatives of Ernst & Young LLP are expected to be present at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees Paid to Independent Registered Certified Public Accounting Firm

The following table provides information of fees billed by Ernst & Young LLP to us during or in connection with the years ended December 31, 2011 and 2012 for services provided:

All audit and non-audit services were pre-approved by the audit committee, either pursuant to the audit committee’s pre-approval policy described below or through a separate pre-approval by the audit committee, which concluded that the provision of such services by the independent auditors was compatible with the maintenance of that firm’s independence from us.

In the third quarter of 2012, we engaged our independent registered certified public accounting firm to review certain reconciliations of our GAAP-based annual and interim consolidated financial statements to financial statements prepared in accordance with International Financial Reporting Standards (IFRS), which statements are consolidated by our principal stockholder, Gazit-Globe Ltd., in its own financial reporting. These fees totaled $150,680 but are excluded from the fees cited in the table above because they are reimbursed by Gazit-Globe Ltd.

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Audit Fees

Audit fees for 2011 and 2012 were incurred for professional services in connection with the audit of our consolidated financial statements and internal control over financial reporting for the years ended December 31, 2011 and 2012, reviews of our interim consolidated financial statements which are included in each of our quarterly reports on Form 10-Q for the years ended December 31, 2011 and 2012, preparation of “comfort letters” for the issuance of our securities in both years, statutory audits of a partially-owned subsidiary and certain accounting consultations.

Audit-Related Fees

We did not incur any audit-related fees in 2011 or 2012.

Tax Fees

In 2011 and 2012, we engaged our independent registered certified public accounting firm with respect to certain tax matters arising from the preparation of our tax returns.

All Other Fees

In 2011, we engaged our independent registered certified public accounting firm to conduct a risk assessment of our information systems strategy.

Pre-Approval Policies and Procedures

The audit committee’s policy is to review and pre-approve any engagement of our independent registered certified public accounting firm to provide any audit or permissible non-audit service to us. The audit committee has adopted an audit and non-audit services pre-approval policy, which is reviewed and reassessed by the audit committee annually. This policy includes a list of specific services within certain categories of services, including audit, audit-related, tax and other services, which will be specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the list of pre-approved services must be separately approved by the audit committee.

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REPORT OF THE AUDIT COMMITTEE

The following report of the audit committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In accordance with its written charter adopted by our board of directors, the audit committee’s role is to act on behalf of the board of directors in the oversight of our accounting, auditing and financial reporting practices. The audit committee currently consists of the three directors named below, each of whom is “independent” as that term is defined by the New York Stock Exchange listing standards and the rules and regulations of the Securities and Exchange Commission.

Management is responsible for our financial reporting process including our system of internal controls, and for the preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States. Our independent accountants are responsible for auditing those financial statements. It is the audit committee’s responsibility to monitor and review these processes. It is not the audit committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. The audit committee does not consist of our employees and it may not be, and may not represent itself to be or to serve as, accountants or accountants by profession or experts in the fields of accounting or auditing. Therefore, the audit committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of our independent accountants included in their reports on our financial statements. The audit committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the audit committee’s considerations and discussions with management and with our independent accountants do not assure that our financial statements are presented in accordance with generally accepted accounting principles, that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards or that our independent accountants are in fact “independent.”

In fulfilling its oversight responsibilities, the audit committee reviewed the audited financial statements for the fiscal year ended December 31, 2012 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effectiveness of our disclosure controls and procedures and internal controls over financial reporting. The audit committee reviewed the financial statements for the fiscal year ended December 31, 2012 with our independent accountants and discussed with them all of the matters required to be discussed by Statement of Auditing Standards No. 61 (Communications with Audit Committees), as amended and as adopted by the Public Company Accounting Oversight Board, including their judgments as to the quality, not just the acceptability, of our accounting principles. In addition, the audit committee has received the written disclosures and the letter from our independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with our independent accountants their independence from our management and from us. Upon its review, the audit committee has satisfied itself as to our independent accountants’ independence.

Based on the review and discussions with management and the independent accountants, and subject to the limitations on its role and responsibilities described above, the audit committee recommended to our board of directors, and the board of directors has approved, that the audited financial statements be included in our annual report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 28, 2013. The undersigned members of the audit committee have submitted this report to us.

Members of the Audit Committee

Cynthia Cohen, Chair

James S. Cassel

Nathan Hetz

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COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on our review and these discussions with management, the compensation committee has recommended to the board of directors that the below Compensation Discussion and Analysis be included in the company’s annual report on Form 10-K for the fiscal year ended December 31, 2012 and proxy statement for the company’s 2013 annual meeting of stockholders.

Members of the Compensation Committee

Peter Linneman, Chair

James S. Cassel

Neil Flanzraich

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion is intended to supplement the more detailed information concerning executive compensation that appears in the tables and the accompanying narrative that follow. It is also intended to provide both a review of our compensation policies for 2012 and to describe our compensation policies with respect to our executive officers. Our goal is to provide a better understanding, both in absolute terms and relative to our performance, of our compensation practices and the decisions made concerning the compensation payable to our executive officers, including the chief executive officer, or CEO, and the other executive officers named in the “Summary Compensation Table” below. We refer to the executive officers included in that table as our “named executive officers.”

The compensation committee of our board of directors, referred to in this section as the “committee,” designs and administers our executive compensation program. All principal elements of compensation paid to our named executive officers are subject to approval by the committee.

Executive Summary

We delivered a strong performance in 2012 and made significant progress on many of the strategic objectives established at the beginning of the year. Highlights for the 2012 fiscal year included:

¹ Our “core” portfolio excludes non-retail properties, properties held in unconsolidated joint ventures and development and redevelopment properties. Information provided on a “same-property” basis includes the results of properties that we consolidated, owned and operated for the entirety of both periods being compared except for properties for which significant redevelopment or expansion occurred during either of the periods being compared.

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As a result of this performance, and in accordance with the individual performance measures established by the committee in early 2012 described below, the committee awarded bonuses to certain of our named executive officers in the following amounts, expressed as a percentage of the bonus targets set forth in their respective employment agreements or, in the case of Mr. Berfield, the target bonus established by the committee in March 2012:

In late 2010 and early 2011, the committee negotiated and executed employment agreements with Messrs. Olson, Caputo, Langer and Gallagher that extend through 2014. These employment agreements seek to strengthen the relationship between pay and performance by placing a greater portion of these executive officers’ compensation “at risk”. Unlike the previous employment agreements for these executives, the current agreements do not provide minimum or guaranteed bonus payments and instead give the committee the discretion to pay bonuses above, at or below specified bonus targets based on the executive’s individual performance. For 2012, the committee established performance criteria and an incentive bonus plan detailed below which provided these named executive officers with a bonus opportunity of 0% to 200% of the bonus targets specified in their employment agreements. Additionally, the current agreements include one-time, performance based awards of restricted stock that vest on December 31, 2014, the conclusion of the current employment period, only if the return on our common stock over the employment period exceeds both a fixed return threshold and the average total stockholder return of the common stock of a group of our peer companies consisting of DDR Corp., Federal Realty Investment Trust, Kimco Realty Corporation, Regency Centers Corporation and Weingarten Realty Investors. Therefore, these executives will receive the benefit of these shares only if our performance during the current employment period exceeds both a predetermined level and compares favorably to the average total stockholder return of our peers.

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In part due to these multi-year awards, year-to-year and executive-to-executive comparisons of total compensation for our named executive officers are difficult to make. Notwithstanding the multi-year nature of these awards, the full compensation expense is required, under applicable disclosure requirements, to be shown solely in the year of grant. For instance, each of Mr. Olson’s 2010 compensation and Mr. Caputo’s 2011 compensation includes both an award of restricted stock with a four-year performance period and a separate award of restricted stock subject to a four-year vesting schedule. Similarly, 2011 compensation for Messrs. Langer and Gallagher includes an award of restricted stock with a four-year performance period. It is not anticipated that these named executive officers will receive additional equity awards of similar size during the duration of their current four year employment periods. On the other hand, because they relate only to one-year periods, the base salaries and annual bonus or incentive compensation of our named executive officers are relatively more stable. The terms of the employment agreements for Messrs. Olson, Caputo, Langer and Gallagher are described below in the section of this proxy statement entitled “Payments Upon Termination of Employment and Change of Control — Employment Agreements with Named Executive Officers.” We have not entered into an employment agreement with Mr. Berfield.

Compensation Objectives

The principal objectives of our executive compensation program are to:

Management’s and Advisor’s Role in Compensation Decisions

The committee evaluates, in consultation with the full board, the performance of our CEO, Mr. Olson, and determines his compensation based on this evaluation. Mr. Olson provides significant input in setting the compensation for our other executive officers by proposing the annual performance metrics by which such executives will be measured, providing the committee with an evaluation of their performance and making recommendations for any adjustments to their base and target bonus compensation. He also makes recommendations for equity awards to other employees throughout the company. The committee can accept, reject or modify Mr. Olson’s recommendations as it sees fit, subject to the terms of any applicable employment agreement.

Under its charter, the committee has the authority to engage independent compensation consultants or other advisors. The committee has on occasion relied upon outside advisors to ascertain competitive pay levels, evaluate pay program design, and assess evolving compensation trends. In December 2009, the committee engaged FPL Associates L.P., or FPL, to review our executive compensation programs for Messrs. Olson, Caputo, Langer and Gallagher in connection with the renewal, amendment and restatement of their employment agreements. In addition, in 2010, the committee also engaged FPL to review our compensation arrangement with our chairman of the board. FPL worked closely with the committee throughout 2010 and early 2011 in connection with the execution of amended and restated compensation and employment agreements with these executives. Finally, the committee engaged FPL in 2011 to analyze the director fees and other compensation paid to our directors. In addition, beginning in 2010, the committee engaged the law firm of Reed Smith LLP to advise it with respect to the negotiation of these employment agreements and other ongoing committee matters. The committee did not engage FPL during 2012.

Principal Elements of Compensation and Total Direct Compensation

We have designed our executive compensation program to include three major elements - base salary, annual bonus incentives and long-term equity incentives, such as stock options, restricted stock awards and performance-based equity awards. Historically, the principal elements of compensation with respect to our top executives are agreed to and determined at the time of our entry into the applicable employment agreements with those executives. The employment agreements specify levels and types of compensation, including, base salaries and certain cash and equity bonus targets. Unlike their prior employment agreements, the current employment

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agreements with Messrs. Olson, Caputo, Langer and Gallagher do not guarantee any minimum bonus compensation levels. The current employment agreements with Messrs. Olson, Caputo, Langer and Gallagher are described below under the heading entitled “Payments upon Termination of Employment and Change of Control – Employment Agreements with Named Executive Officers.” Consistent with our approach towards most of our regional presidents and other executives, we have not entered into an employment agreement with Mr. Berfield. Mr. Berfield’s base salary and target bonus compensation for 2012 was established by the committee in March 2012 with significant input from Mr. Olson.

Although all three of these elements are integrated into our compensation program, the elements are intended to achieve different objectives:

Base Salaries. In order to attract and retain the most talented executives in our industry, we must set the base salaries of executive officers at levels that are competitive with other companies of comparable size and scope that are engaged in the retail real estate industry and that compete with us for executive talent. We expect that the base salaries of our executive officers should be in the upper half of the range of base salaries for comparable positions and tenure at other large real estate companies. Although base salaries are generally targeted at these levels, the actual salary of an executive may be above or below the targets based on factors unique to that executive, such as experience, competency or the availability of meaningful peer data for the executive. In order to benchmark these levels of base salaries, the committee has in the past engaged compensation consultants, as described above, and subscribes to and reviews relevant published executive compensation surveys. Based upon information provided by our compensation consultant and those surveys, we believe that our executives’ base salaries fall within the targeted range.

In addition to the advice received from FPL, in 2010, we reviewed copies of the National Association of Real Estate Investment Trusts’, or NAREIT’s, annual compensation survey. This survey was produced by FPL and its affiliates and had 94 participating companies, both public and private. The data was compiled for 101 positions and was broken down by property sector classification, including retail real estate, company size by capitalization and company size by number of employees. The survey results described base salary, total annual cash compensation, long-term incentive values and total compensation by position.

The committee reviews base salaries of the CEO and the other executive officers annually and makes adjustments, in light of past individual performance as measured by both qualitative and quantitative factors and the potential for making significant contributions in the future. The committee generally considers individual performance factors in addition to our overall performance in a particular year in determining base salary levels. For instance, the committee may consider the completion of one or more strategic projects or transactions, direct contribution to company goals, promotions, etc. in determining base salaries of our executive officers.

Increases in base salary are left to the discretion of the committee. The committee did not adjust the base salary of any of our named executive officers for 2012.

Bonus Incentives. Prior to 2011, we paid annual cash bonuses to executive officers based in part on minimum bonuses provided under the executives’ employment agreements and in part based on the achievement of specified performance measures. However, the current employment agreements with Messrs. Olson, Caputo, Langer and Gallagher, which commenced with the 2011 calendar year, do not include minimum or guaranteed cash bonuses and instead provide for bonus targets expressed as a percentage of base salary. These employment agreements provide the committee with the discretion to pay bonuses above, at or below those target amounts based

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on the achievement of corporate and/or individual performance measures established by the committee. These employment agreements also provide that for certain of our named executive officers a portion of any annual bonus will be paid in shares of our restricted stock rather than in cash. For this purpose, in accordance with the employment agreements, our shares are valued at a price per share equal to the average closing price on the New York Stock Exchange during the ten trading days immediately preceding the date on which the amount of the bonus is determined by the committee, or the “grant date.” The shares so paid will vest in equal portions on the first, second and third anniversaries of the grant date, subject to the conditions set forth in the applicable executive’s employment agreement. Because our bonus payments are directly related to the achievement of performance measures for a specified period, for purposes of our Summary Compensation Table, we have characterized the cash portion of the 2011 and 2012 incentive bonuses as compensation under non-equity incentive plans and the stock portion as stock awards.

The committee typically determines specific bonus performance criteria and the possible bonus amounts applicable to a given year in February or March of that year. The committee determines whether the bonus performance criteria have been achieved at a meeting in February or March of the following year, and bonuses, if any, are paid by March 15th of each year.

Equity Incentives. The committee strongly believes that providing executives with an opportunity to increase their ownership of our common stock aligns their interests with the interests of our stockholders. Therefore, we offer equity incentives that generally take the form of awards of stock options or shares of restricted stock issued under the 2000 plan, which is administered by the committee.

In connection with their current employment agreements, Messrs. Olson and Caputo received awards of restricted stock that vest over four years. Additionally, the employment agreements with Messrs. Langer and Gallagher provide that half of their annual bonuses will be paid in shares of our restricted stock subject to a three-year vesting schedule, rather than in cash. For 2012, the committee also designated that a portion of Mr. Berfield’s annual bonus be paid in shares of our restricted stock subject to the same three-year vesting schedule.

In negotiating the current employment agreements with Messrs. Olson, Caputo, Langer and Gallagher, the committee also sought a compensation program that would incentivize such executives to maximize stockholder return on both an absolute and relative basis. Therefore, as part of their current employment agreements, these individuals received an upfront award of restricted stock that will vest on December 31, 2014 if the annual internal rate of return, on a compounded basis, of an investment in our common stock in the years 2011 through 2014 exceeds both a designated level and the average annual internal rate of return, on a compounded basis, of the common stock of a group of our peer companies, consisting of DDR Corp., Federal Realty Investment Trust, Kimco Realty Corporation, Regency Centers Corporation and Weingarten Realty Investors. Descriptions of these long-term incentive awards are provided in the section of this proxy statement entitled “Payments Upon Termination of Employment and Change of Control – Employment Agreements with Named Executive Officers.”

Total Annual Compensation. The committee considers total annual compensation, in addition to individual elements of compensation, when assessing the competitiveness of our pay practices. Once again, to gauge this competitiveness, the committee consulted with FPL in late 2009 through early 2011 and reviewed the NAREIT compensation survey in connection with the review and implementation of the current employment agreements for Messrs. Olson, Caputo, Langer and Gallagher. Total annual compensation for a given year consists of salary, annual cash bonus earned and the value of the stock options and restricted stock awards earned, paid or awarded during that year. While the total compensation varies for each of the named executive officers, we believe that the amounts reflect the committee’s judgment as to the relative contributions and experience of those executives, as well as comparability of their compensation to similarly placed executives in our industry, as determined based upon consultation with the committee’s compensation consultant and review of the NAREIT annual compensation survey. As discussed in more detail above, however, it is important to note that annual grants of equity awards that have multi-year performance periods and/or vesting schedules tend to make year-over-year and executive-to-executive comparisons difficult.

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Other Elements of Compensation

Retirement and Health and Welfare Benefits. We have never had a traditional or defined benefit pension plan. We do, however, maintain a 401(k) retirement plan in which all employees can participate on the same terms. Under the 401(k) retirement plan, we match 100% of the participant’s contribution up to 3% of the participant’s annual compensation and 50% of the contribution for the next 3% of the participant’s annual compensation. Our matching contributions are 100% vested when made. Our matching contributions are subject to applicable Internal Revenue Service limits and regulations. The contributions that we made to the 401(k) accounts of the named executive officers are included in the All Other Compensation column of the Summary Compensation Table on page 29 and are detailed in a footnote to that table.

Employment, Termination and Change of Control Agreements. We have employment agreements with Messrs. Olson, Caputo, Langer and Gallagher. A summary of these employment agreements appears in the section of this proxy statement entitled “Payments Upon Termination of Employment and Change of Control – Employment Agreements with Named Executive Officers.” These agreements provide for various payments and benefits to be made to these executives if their employment with us is terminated for certain reasons, including subsequent to a change of control. The circumstances in which payments may be made and the potential amounts of those payments are described in more detail below. The payments provided for in these agreements are to ensure the ongoing commitment of these executive officers to the best interests of our stockholders in the event of a change of control or other potential termination events. We have not entered into any such arrangements with Mr. Berfield.

Personal Benefits. We provide certain other benefits to certain of our named executive officers under their employment agreements. We provide Mr. Olson with the use of an automobile, Mr. Caputo with the use of automobile transportation services and Mr. Berfield with an automobile allowance. Subject to certain limits, we also reimburse Messrs. Olson, Caputo, Langer and Gallagher for premiums paid by the executives for life, disability and other similar insurance policies.

2012 Compensation Decisions

In 2012, our named executive officers consisted of Messrs. Olson, Caputo, Langer, Gallagher and Berfield.

Base Salaries. We executed new employment agreements with each of Messrs. Olson, Caputo, Langer and Gallagher in late 2010 and early 2011. Therefore, the base salaries of these executives for the 2012 calendar year were the amounts set forth in those agreements and were determined as discussed above in “Principal Elements of Compensation and Total Direct Compensation – Base Salaries.” Mr. Berfield’s base salary of $300,000 for 2012 was reviewed by the committee and established in March 2012.

Annual Incentive Bonuses. As discussed above, the current employment agreements with Messrs. Olson, Caputo, Langer and Gallagher specify bonus targets (expressed as a percentage of base salary, 50% for each of Messrs. Olson and Caputo and 100% for each of Messrs. Langer and Gallagher) and provide the committee with the discretion to pay bonuses above, at or below these bonus targets based on the achievement of corporate and/or individual performance measures established each year. In March 2012, the committee established a 2012 bonus target for Mr. Berfield of 183% of his base salary. In March 2012, the committee also established our 2012 incentive bonus plan, which consisted of a set of performance measures for each named executive officer and provided a maximum bonus opportunity of 200% of each executive’s target bonus except in the case of Mr. Berfield for whom the committee established a maximum bonus opportunity of 142% of his target bonus. Expressed in dollar values, the maximum potential bonus amount payable to each of Messrs. Olson, Caputo, Langer and Gallagher was the same in 2012 as in 2011. Unlike the company’s 2011 incentive bonus plan, the 2012 incentive bonus plan did not guarantee any minimum bonus payment. Expressed in dollar values, the maximum potential bonus amount payable to each named executive officer under the 2012 incentive bonus plan was as follows:

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For Messrs. Olson and Caputo, performance measures under the 2012 incentive bonus plan were largely based on the achievement of company-wide objectives. For Messrs. Langer, Gallagher and Berfield, the performance measures were more closely tailored to the achievement of goals for which such executive was individually responsible but also included a component relating to the achievement of the company-wide objectives applicable to Messrs. Olson and Caputo. In each case, the committee believed that the performance measures were appropriate because their achievement should contribute to our long-term success and the creation of value for our stockholders.

The following charts identify the individual performance measures applicable to each named executive officer, the range of performance in 2012 for which points were awarded and the weighting of each of the performance measures to the overall score. Messrs. Olson, Caputo, Langer and Gallagher received between one and five points for each individual performance measure depending on actual performance relative to the stated performance range. A different scoring methodology was used for Mr. Berfield who generally received between zero and three points for each individual performance measure depending on actual performance relative to the stated performance range.

² NOI, or net operating income, is a non-GAAP measure that is viewed by management as an important internal measurement of operating performance as it reflects only those income and expense measures that are recognized and incurred at the property level. The most directly comparable GAAP financial measure is income from continuing operations before tax and discontinued operations, which, to calculate NOI, is adjusted to add back amortization of deferred financing fees, rental property depreciation and amortization, interest expense, impairment losses, general and administrative expense, and to exclude revenue earned from management and leasing services, straight line rent adjustments, accretion of below market lease intangibles (net), gain on sale of real estate, equity in income (loss) of unconsolidated joint ventures, gain on bargain purchase and acquisition of controlling interest in subsidiary, gain (loss) on extinguishment of debt, investment income, and other income. More information with respect to the calculation of NOI, the presentation of NOI on a “same-property” basis and a reconciliation of net operating income (loss) to income from continuing operations before tax and discontinued operations can be found on page 41 of our Annual Report on Form 10-K for the year ended December 31, 2012 and in Note 20, “Segment Reporting,” to the Consolidated Financial Statements included therein.

³ As part of the 2012 incentive bonus plan, Messrs. Olson and Caputo were evaluated on the increase in appraised value of the company’s 83 smallest assets (measured by appraised value) which comprised 20% of the overall fair market value of the company’s portfolio (measured as of December 31, 2011). The company maintains an appraisal program pursuant to which it periodically conducts internal and/or external appraisals of each of its properties in order to provide its principal shareholder, Gazit-Globe Ltd., with financial statements prepared in accordance with International Financial Reporting Standards, or IFRS. These appraisals served as the basis for measurement of performance with respect to this element of the 2012 incentive bonus plan.

⁴ We believe FFO (when combined with the presentations in our financial statements under GAAP) is a useful supplemental measure of our operating performance that is a recognized metric used extensively by the real estate industry and, in particular, REITs. For a discussion of FFO and reconciliations of FFO and FFO per share to net income and earnings per diluted share, respectively, please see pages 30 and 31 of our Annual Report on Form 10-K for the year ended December 31, 2012. AFFO is a non-GAAP measure that, for these purposes, was calculated by adjusting FFO for the following items: plus goodwill impairments, plus transaction costs associated with acquisition and disposition activity, plus amortization of deferred finance fees, plus share based compensation expense, plus loss on debt extinguishment (net), less gain on land sales, less lease termination fee income, less straight line rent adjustments, less accretion of below market lease intangibles (net), less accretion of debt discount (net) and less a measure of recurring capital expenditures.

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Based on the results of their individual performance measures and the weighting assigned to each measure, each of Messrs. Olson, Caputo, Langer and Gallagher received a final weighted average score between 1.00 and 5.00 points. The weighted average score was then converted into a multiple of each executive’s target bonus based on the following:

At the time the 2012 incentive bonus plan was adopted, the committee determined that Mr. Berfield would earn $29,167 in cash and $16,667 in stock for each point earned on his performance measures (maximum 17 points).

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Based on actual performance in 2012 and the weightings assigned to each performance measure, the committee determined that Messrs. Olson and Caputo earned weighted average scores of 4.125 points and 3.825 points, respectively, which entitled them to 2012 incentive bonuses of approximately 156% and 141% of the bonus targets set forth in their respective employment agreements. Therefore, Messrs. Olson and Caputo received incentive awards of $761,719 and $459,063, respectively, for calendar year 2012. Pursuant to the terms of their employment agreements, these awards were paid in cash.

Based on actual performance in 2012 and the weightings assigned to each performance measure, the committee determined that Mr. Langer earned a weighted average score of 3.70 points, which entitled him to a 2012 incentive bonus of approximately 135% of the bonus target set forth in his employment agreement. 50% of this award was payable in cash and 50% was payable in shares of our restricted stock with a pro rata vesting schedule of three years, provided that the number of shares awarded to Mr. Langer on account of this 2012 incentive bonus was reduced by 12,500 shares pursuant to the terms of his employment agreement. Therefore, Mr. Langer received an incentive award of $311,850 in cash and $26,162, or 1,145 shares, of restricted stock for calendar year 2012.

Based on actual performance in 2012 and the weightings assigned to each performance measure, the committee determined that Mr. Gallagher earned a weighted average score of 3.65 points, which entitled him to a 2012 incentive bonus of approximately 133% of the bonus target set forth in his employment agreement. Therefore, Mr. Gallagher received an incentive award of $479,650 for calendar year 2012. Pursuant to the terms of his employment agreement, 50% of this award was paid in cash and 50% was paid in shares of our restricted stock with a pro rata vesting schedule of three years.

Based on actual performance in 2012, the committee determined that Mr. Berfield earned a score of 11.25 points, which entitled him to a 2012 incentive bonus of 94% of the bonus target established by the committee for Mr. Berfield in March 2012. Therefore, Mr. Berfield received an incentive award of $515,625 for calendar year 2012. Pursuant to the terms established by the committee in March 2012 governing Mr. Berfield’s 2012 annual incentive bonus, 64% of the award to Mr. Berfield was paid in cash and 36% of the award was paid in shares of our restricted stock with a pro rata vesting schedule of three years.

Tax Issues

Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally prohibits any publicly held company from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year to an executive officer who is named in the Summary Compensation Table other than its chief financial officer. Exceptions are made for qualified performance-based compensation, among other things. Base salaries, minimum bonuses and awards of restricted stock that vest merely upon the passage of time do not qualify as performance-based compensation. Stock options granted with exercise prices equal to the fair market value of a share of our common stock on the grant date should qualify as performance-based compensation for this purpose.

In structuring our compensation programs, the committee considers Section 162(m) and the exception for performance-based compensation. However, the committee does not believe that it is necessarily in our best interests and the best interests of our stockholders for all compensation to meet the requirements of Section 162(m) for deductibility and the committee is not limited to paying compensation under the 2000 plan that is qualified under Section 162(m). As a result, the committee has determined that it is appropriate at times to make compensation awards that are non-deductible under Section 162(m). During 2012, compensation paid to certain named executive officers exceeded the maximum amount deductible under Section 162(m).

As long as we qualify as a REIT, we do not pay taxes at the corporate level. To the extent that any part of our compensation expense does not qualify for deduction under Section 162(m), a larger portion of stockholder distributions may be subject to federal income tax as ordinary income rather than return of capital.

Section 409A. On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. As amended, Section 409A of the Code affects the payments of certain types of deferred compensation to key employees. We believe we are operating in compliance with the statutory provisions, which were effective January 1, 2005.

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Other Compensation Policies

The Role of Stockholder Advisory Votes on Compensation. At our 2012 annual meeting of stockholders, our executive compensation program received the support of approximately 96% of shares that were voted in respect thereof. The committee has considered the results of this advisory vote and views this outcome as evidence of stockholder support of our executive compensation decisions and policies. Accordingly, the committee has substantially maintained its executive compensation policies for 2013. The committee will consider the outcome of future advisory votes in connection with its ongoing evaluation of our compensation program.

Stock Option and Equity Award Grant Practices. The committee usually grants annual incentive equity awards in February of each year at a meeting called, among other reasons, for the purpose of evaluating prior year performance and applicable annual incentive compensation. In 2012, equity awards for non-executives were made at a committee meeting held on February 14, 2012 and equity awards for executives were made at a committee meeting held on February 20, 2012. The grant date of those awards is the date of the meeting, which date is determined without regard to current or anticipated stock price levels or the release of material non-public information.

The committee may also make, and in the past has made, special grants during the course of the year, primarily for new hires, promotions to retain valued employees, to award exceptional performance or otherwise. Generally, these special grants are subject to performance or time vesting, and are issued on the date of grant approval or upon a date following the grant approval date, such as the date on which a new hire commences his or her employment with the company. The committee made no such special grants to named executive officers in 2012.

The exercise price for any equity option award is equal to the fair market value of the company’s common stock on the date of grant. Under the 2000 plan, the fair market value is equal to the closing sales price for a share of our common stock as reported on the New York Stock Exchange on the effective date of the grant as approved by the committee or the board of directors, unless otherwise approved by the committee. Under the prior employment agreement with Mr. Olson, the committee determined the fair market value of our common stock, and therefore the exercise price, by computing the average closing price of our common stock for the ten trading days immediately prior to the grant date.

Stock Ownership Guidelines. The committee has not currently adopted any stock ownership guidelines for our executives. The committee does, however, periodically review the levels of equity ownership by its executives and the periodic sales activity by those executives.

In order to further align the interests of our stockholders and directors, our corporate governance guidelines include stock ownership guidelines for our directors. Pursuant to these guidelines, our directors are expected to own or acquire at least 10,000 shares of our common stock within three years of first becoming a director. Compliance with these guidelines is tested at the end of each fiscal year. Absent a waiver from the nominating and corporate governance committee or other exemption, a director may not be nominated for re-election to our board at a time when he or she is not in compliance with these stock ownership guidelines.

Recovery of Performance-based Awards. We do not have a policy regarding the recovery of performance-based awards in the event of a financial statement restatement beyond the requirements of Section 302 of the Sarbanes-Oxley Act of 2002. That statute requires the chief executive and chief financial officers of a publicly-held company to repay certain amounts if the company restates its financial statements as a result of financial reporting misconduct. The amounts to be repaid consist of (1) any bonus or other incentive-based or equity-based compensation received from the company during a twelve month period following the filing of the financial document in question; and (2) any profits realized from the sale of securities of the company during that period. Our employment agreements with our named executive officers provide that the bonuses and other incentive-based or equity-based compensation received by an executive from us, and any profits realized by the executive from the sale of securities of the company, are subject to the forfeiture and clawback requirements in the Sarbanes-Oxley Act and other applicable laws, rules and regulations, and that any such repayment or forfeiture must be made within 30 days after notice thereof from us.

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Risk Considerations in our Compensation Programs

We have reviewed our compensation structures and policies as they pertain to risk and has determined that our compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the company. In making such determination, we reviewed the design and operation of our executive compensation policies and practices and took into consideration that for our named executive officers who have the largest potential bonuses, a significant portion of their total pay is composed of shares of restricted stock that vest over three to four years and, in the past, has included stock options that vest over similar periods and have a ten-year life. Furthermore, long-term performance-based compensation given to our named executive officers is primarily in the form of equity awards with performance measures based on total stockholder return, both on a relative and absolute basis, over a multiyear period.

We believe that the equity award structures and the corresponding vesting conditions and periods applicable to such awards encourage actions and behaviors that increase long-term stockholder value rather than short-term risk taking that could materially and adversely affect the company’s business. In addition, annual incentive compensation awarded to each of our executive officers is based on a number of executive-specific performance metrics, thereby reducing the likelihood that our executives are overly focused on any single metric that might encourage risky behavior. Finally, the potential for excessive risk taking is further mitigated by the fact that non-executive employees typically receive only a small percentage of their total compensation in the form of variable, performance-based compensation, other than in the case of leasing agents who receive market-based leasing commissions.

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or awarded to each of our named executive officers for 2012, 2011 and 2010. For a more thorough discussion of our executive compensation program, see Compensation Discussion and Analysis which begins on page 18 of this proxy statement.

Included in these amounts for 2011 are awards to Messrs. Caputo, Langer and Gallagher under a long-term incentive plan authorized under their employment agreements with grant date fair values of $2,088,163, $1,491,549 and $894,928, respectively. The maximum number of shares of restricted stock issuable (assuming the highest level of performance under the plan) to each of these executives is 373,333, 266,667 and 160,000, respectively. 2011 amounts also include awards of restricted stock to Messrs. Langer and Gallagher with grant date fair values of $79,496 and $256,122, respectively, in partial payment of their 2011 incentive bonuses.

Included in these amounts for 2010 is an award to Mr. Olson under a long-term incentive plan authorized under his employment agreement with a grant date fair value of $4,512,284. The maximum number of shares of restricted stock issuable (assuming the highest level of performance under the plan) is 582,412.

The terms of our long-term incentive awards are described below in the section of this proxy statement entitled “Payments Upon Termination of Employment and Change of Control - Employment Agreements with Named Executive Officers.”

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* Represents amounts paid by us with respect to an automobile provided to Mr. Olson for his use, automobile transportation services provided to Mr. Caputo and a car allowance provided to Mr. Berfield.

GRANTS OF PLAN-BASED AWARDS FOR 2012

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2012

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Notes:

The shares of restricted stock vest as follows: (a) on December 31, 2014, (b) on April 24, 2013, (c) pro rata over three years commencing on February 20, 2013, (d) on March 1, 2013, (e) pro rata over two years commencing on February 21, 2013 and (f) pro rata over three years commencing on February 14, 2013.

2012 OPTION EXERCISES AND STOCK VESTED

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DIRECTOR COMPENSATION

Pursuant to an amended director compensation plan adopted in March 2011, non-employee directors are eligible to receive 3,300 shares of common stock upon their initial election to the board of directors and 3,300 shares of common stock annually on January 1 of each year of their service (in both cases, 2,000 of which are granted pursuant to an automatic grant under the 2000 plan and 1,300 of which are granted by resolution of the compensation committee), which shares shall vest, in both cases, half on December 31 of the year of the grant and the other half on December 31 of the following year. In addition, under the 2000 plan, our lead director receives an additional 1,000 shares of common stock annually on January 1, which shares vest in the same manner as the other shares granted to directors, provided that if the fair market value of such shares on the date of grant is less than $20,000, then the lead director will receive a supplemental grant so that the fair market value of the shares received equals $20,000. In addition, non-employee directors will receive an annual cash fee in the amount of $40,000, payable each May following the annual meeting at which they are elected; chairs of the audit, compensation and nominating and corporate governance committees will receive an annual grant of shares of our common stock with a fair market value on the date of grant of $20,000, $20,000 and $10,000, respectively, following the annual meeting at which they are elected which shares shall vest half on December 31 of the year of the grant and the other half on December 31 of the following year; and committee members will receive an annual cash fee of $7,500, payable each May (other than members of the audit committee, who will receive an annual cash fee of $10,000). In addition, each non-employee director will receive a fee of $1,500 for each meeting attended in person or telephonically, plus reimbursement for reasonable expenses incurred in attending the meeting. Mr. Olson, who is also our chief executive officer, is not paid any director’s fees. In addition, Mr. Katzman, our chairman of the board, is paid pursuant to the terms of a chairman compensation agreement, which is described separately below under the section entitled “Payments upon Termination of Employment and Change of Control - Our Chairman’s Compensation Agreement,” and is not paid any of the director fees described above.

In order to further align the interests of our stockholders and directors, our board of directors has adopted stock ownership guidelines for our directors, which are described above under the section entitled “Other Compensation Policies - Stock Ownership Guidelines.”

The following table summarizes the compensation of our non-employee directors in 2012: