Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 03, 2023 Federal Realty Investment Trust Federal Realty OP LP (Exact name of registrant as specified in its charter)   Maryland (Federal Realty Investment Trust) 1-07533   87-3916363 Delaware (Federal Realty OP LP) 333-262016-01 52-0782497 (State or other jurisdiction of incorporation) (Commission File Number)   (IRS Employer Identification No.) 909 Rose Avenue, Suite 200 North Bethesda, Maryland   20852 (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)) Securities registered pursuant to Section 12(b) of the Act:   Federal Realty Investment Trust Title of Each Class Trading Symbol Name of Each Exchange On Which Registered Common Shares of Beneficial Interest FRT New York Stock Exchange $.01 par value per share, with associated Common Share Purchase Rights Depositary Shares, each representing 1/1000 of a share FRT-C New York Stock Exchange of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share Federal Realty OP LP Title of Each Class Trading Symbol Name of Each Exchange On Which Registered None N/A N/A Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Federal Realty Investment Trust Yes ☐ No ☒ Federal Realty OP LP Yes ☐ No ☒ If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Federal Realty Investment Trust ☐ Federal Realty OP LP ☐ Item 5.07 . Submission of Matters to a Vote of Security Holders. The annual meeting of shareholders of Federal Realty Investment Trust was held on May 3, 2023. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters: Matter Votes For Votes Against Abstentions Broker Non-Votes Proposal 1: Election of Trustees     David W. Faeder 68,246,275  2,496,048  34,051  3,993,626      Elizabeth I. Holland 69,432,517  1,316,491  27,366  3,993,626      Nicole Y. Lamb-Hale 70,558,575  188,636  29,163  3,993,626      Thomas A. McEachin 70,552,648  193,493  30,233  3,993,626      Anthony P. Nader, III 70,484,049  261,011  31,314  3,993,626      Gail P. Steinel 68,072,835  2,674,903  28,636  3,993,626      Donald C. Wood 70,495,984  249,692  30,697  3,993,626  Proposal 2: Advisory vote on the compensation of our named executive officers 66,615,584  4,055,767  105,023  3,993,626  Proposal 4: Advisory vote to amend the Company's Declaration of Trust to increase the number of authorized Common Shares 72,887,758  1,776,947  105,294  0  Proposal 5: Ratification of the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2023 72,308,748  2,416,432  44,820  0  Proposal 3: Advisory vote on the frequency of the shareholders' advisory vote on compensation of our named executive officers 1 Year 1 Year 1 Year Abstain Broker Non-Vote 69,062,387 31,929 1,620,383 61,675 3,993,626 In light of the advisory vote described in Proposal 3 above, the Board of Trustees has decided to include the shareholders’ advisory vote on compensation of our named executive officers in our proxy materials on an annual basis until the next advisory vote on the frequency of the shareholder vote on compensation of our named executive officers. In addition, based on the results of the advisory vote described in Proposal 4 above, the Board of Trustees has approved amending the Company’s Amended and Restated Declaration of Trust, as currently in effect, to increase the number of authorized common shares of beneficial interest from 100 million to 200 million, as described in the Company’s definitive proxy statement for the annual meeting, and the Company intends to file an amendment with the Maryland State Department of Assessments and Taxation to effectuate that change. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. FEDERAL REALTY INVESTMENT TRUST FEDERAL REALTY OP LP Date: May 5, 2023   /s/ Dawn M. Becker Dawn M. Becker Executive Vice President- General Counsel and Secretary