Brixmor Property Group Inc.

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The Nominating and Corporate Governance Committee annually evaluates each director’s prior service on and contributions to our Board, including consideration of each director’s job responsibilities, service on other public company boards, and leadership positions on such boards prior to recommending a director or nominee for election to our Board;

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We have adopted an insider trading policy (which is filed as an exhibit to our Annual Report on Form 10-K) governing the trading in our securities by directors, executive officers and certain other employees that is designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE standards, and transactions by us in our own securities are monitored by internal and external legal counsel for compliance with applicable securities laws;

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Our executive officers and directors are prohibited from pledging or hedging our securities;

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We have adopted proxy access pursuant to which stockholders owning at least 3% of our common stock continuously for at least three years may nominate the greater of up to 20% of the Board or two directors; and

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Stockholders have the right to amend, alter, or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders by a vote of a majority of the votes entitled to be cast.

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OUR COMMITMENT TO BOARD REFRESHMENT

We believe the quality, focus, and diversity of skills and experience on our Board have been a key driver of the Company’s success and that the strength of our Board is a competitive advantage. Our Nominating and Corporate Governance Committee believes that maintaining this advantage requires planning for Board refreshment and succession continually and strategically to allow us to target a mix of experience and fresh perspectives to support the Company’s long-term success.

The Nominating and Corporate Governance Committee considers, on an ongoing basis, whether the addition of new directors could further enhance the Board’s overall composition and effectiveness. We have not adopted arbitrary refreshment policies, like a mandatory retirement age or term limits, because the Board recognizes the importance of directors who have developed, through valuable experience and knowledge over time, an increasing insight into the Company and its operations. Instead, in considering Board refreshment and succession planning, the Nominating and Corporate Governance Committee considers, among other things, its assessment of the skills the Board currently needs and will need in the future, its assessment of the degree to which the current directors satisfy these skills, feedback from annual Board, committee and director evaluations (which address individual director contributions), director time commitments, and expectations of upcoming Board vacancies. The Nominating and Corporate Governance Committee also considers Board leadership as part of its refreshment and succession planning. These considerations are undertaken both in anticipation of vacancies and as part of the Committee’s ongoing evaluation of the Board as a whole. The Nominating and Corporate Governance Committee undertakes this review annually, as well as in connection with any changes to our Board. While there is no formal policy on the rotation of the members or chairs of the committees, the Nominating and Corporate Governance Committee considers and review the committee members and chairs annually.