Please Join Us for Brixmor Property Group Inc.'S Annual Meeting Of

April 10, 2014 Dear Fellow Stockholders: Please join us for Brixmor Property Group Inc.’s Annual Meeting of Stockholders on Thursday, June 12, 2014, at 10:00 a.m. (Eastern Daylight Time) at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017. The matters to be acted upon at the Annual Meeting are described in detail in the accompanying notice of the Annual Meeting and the proxy statement. We also will report on matters of current interest to our stockholders. The Annual Meeting materials include the notice, proxy statement, our annual report and proxy card, all of which are enclosed. Please use this opportunity to contribute to our company by voting on the matters to come before this Annual Meeting. Stockholders who hold shares in their own name through our transfer agent, Computershare, can vote online or by telephone. To vote online or by telephone, follow the instructions for online voting contained within your Annual Meeting materials. If you do not wish to vote online or by telephone, please complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope so that your shares will be represented at the Annual Meeting. Voting online, by telephone or by returning the proxy card does not deprive you of your right to attend the Annual Meeting and to vote your shares in person. If you do attend the Annual Meeting and wish to vote in person, you may revoke your proxy at or prior to the Annual Meeting. Thank you for your continued support of Brixmor Property Group Inc. Sincerely, Michael A. Carroll John G. Schreiber Chief Executive Officer Chairman of the Board PROXY VOTING METHODS If at the close of business on April 16, 2014, you were a stockholder of record, you may authorize a proxy to vote in accordance with your instructions through the Internet, by telephone or by mail, or you may vote in person at the Annual Meeting. For shares held through a broker, bank or other nominee, you may authorize a proxy by submitting voting instructions to your broker, bank or other nominee. To reduce our administrative and postage costs, we ask that you authorize a proxy through the Internet or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described on page 4 of the Proxy Statement. If you are a stockholder of record or hold shares through a broker or bank and are voting by proxy, your proxy must be received by 11:59 p.m. on June 11, 2014 to be counted. To authorize a proxy if you are a stockholder of record: BY INTERNET • Go to the website www.cesvote.com and follow the instructions, 24 hours a day, seven days a week. • You will need the 11-digit control number included on your proxy card to obtain your records and to create an electronic voting instruction form. BY TELEPHONE • From a touch-tone telephone, dial 1-888-693-8683 and follow the recorded instructions, 24 hours a day, seven days a week. • You will need the 11-digit control number included on your proxy card in order to vote by telephone. BY MAIL • Mark your selections on the proxy card. • Date and sign your name exactly as it appears on your proxy card. • Mail the proxy card in the enclosed postage-paid envelope. YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING. If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions. BRIXMOR PROPERTY GROUP INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME 10:00 a.m. (Eastern Daylight Time) on Thursday, June 12, 2014 PLACE Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 ITEMS OF 1. To elect nine directors to serve until our next annual meeting of BUSINESS stockholders and until their successors are duly elected and qualify. 2. To consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014. 3. To consider and vote on, on a non-binding advisory basis, a resolution to approve the compensation paid to our named executive officers, as described in the enclosed proxy statement. 4. To consider and vote on, on a non-binding advisory basis, a resolution determining the frequency of future non-binding advisory votes to approve the compensation paid to our named executive officers. 5. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. RECORD DATE You may vote at the Annual Meeting, or any adjournments or postponements thereof, if you were a stockholder of record at the close of business on April 16, 2014. VOTING BY PROXY To ensure your votes are cast, you may authorize a proxy over the Internet, by telephone or by completing, signing and returning your paper proxy card by mail. Internet and telephone voting procedures are described on the preceding page, in the General Information section beginning on page 1 of the Proxy Statement and on the proxy card. By Order of the Board of Directors, Steven F. Siegel Executive Vice President, General Counsel & Secretary This Notice of Annual Meeting and Proxy Statement are being distributed or made available, as the case may be, on or about April 28, 2014. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 12, 2014: Our proxy statement, annual report to shareholders and annual report on Form 10-K will be available at www.viewproxy.com/Brixmor/2014 beginning on April 28, 2014. Table of Contents Page General Information ........................................................ 1 Proposal No. 1 — Election of Directors ........................................... 6 Nominees for Election to the Board of Directors in 2014 ............................. 6 The Board of Directors and Certain Governance Matters . ............................ 8 Director Independence and Independence Determinations . ........................... 9 Board Structure .......................................................... 10 Board Committees and Meetings .............................................. 10 Committee Membership .................................................... 10 Audit Committee ....................................................... 10 Compensation Committee ................................................. 11 Nominating and Corporate Governance Committee . ............................. 12 Oversight of Risk Management ............................................... 13 Executive Sessions ........................................................ 13 Committee Charters and Corporate Governance Guidelines . ......................... 13 Code of Business Conduct and Ethics and Code of Conduct for Senior Financial Officers . 13 Director Nomination Process ................................................ 14 Communications with the Board .............................................. 16 Executive Officers of the Company ............................................ 16 Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm ............. 18 Audit and Non-Audit Fees .................................................. 18 Proposal No. 3 — Non-Binding Vote on Executive Compensation ........................ 20 Proposal No. 4 — Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation ........................................................... 21 Report of the Audit Committee ............................................... 22 Report of the Compensation Committee ......................................... 23 Compensation of Our Officers and Directors . ..................................... 24 Compensation Discussion and Analysis ......................................... 24 Compensation Actions Taken During 2014 ....................................... 34 Summary Compensation Table .............................................. 37 Fiscal 2013 Grants of Plan-Based Awards Table .................................. 40 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based AwardsTable ........................................................ 41 Outstanding Equity Awards at 2013 Fiscal Year End . .............................. 45 Option Exercises and Stock Vested in Fiscal 2013 . ................................ 47 Pension Benefits for Fiscal 2013 ............................................. 48 Nonqualified Deferred Compensation for Fiscal 2013 .............................. 48 Potential Payments Upon Termination or Change in Control . ........................ 48 Compensation of Directors .................................................. 51 Compensation Committee Interlocks and Insider Participation . ........................ 52 Ownership of Securities ...................................................... 52 Section 16(A) Beneficial Ownership Reporting Compliance . ............................ 54 Transactions with Related Persons ............................................... 55 i Page Exchange Agreement ........................................................ 56 Registration Rights Agreement ................................................. 57 Indemnification Agreements ................................................... 57 Equity Compensation Plan Information ........................................... 57 Stockholder Proposals for the 2015 Annual

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