Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


LIBERTY PROPERTY TRUST
(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):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

The 2016 ANNUAL MEETING of the shareholders of Liberty Property Trust, a Maryland real estate investment trust (the "Trust"), will be held at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103 on May 12, 2016 at 11:00 a.m., local time, for the following purposes:

The Board of Trustees of the Trust has fixed the close of business on March 10, 2016 as the record date for the meeting. Only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

Proxies are being solicited by the Board of Trustees of the Trust. Reference is made to the Proxy Statement included in our proxy materials for further information with respect to the business to be transacted at the meeting.

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board of Trustees" or the "Board") of Liberty Property Trust, a Maryland real estate investment trust (the "Trust" or the "Company"), for use at the Trust's 2016 Annual Meeting of Shareholders (the "Meeting") to be held at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103 on May 12, 2016 at 11:00 a.m., local time, and any adjournment or postponement thereof, for the purposes set forth in the foregoing notice and more fully discussed herein. Only shareholders of record at the close of business on March 10, 2016 (the "Record Date") shall be entitled to notice of and to vote at the Meeting. We are distributing to our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") on or about April 1, 2016. See "—Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 12, 2016."

If the enclosed proxy is properly executed and received by the Trust prior to voting at the Meeting, the common shares of beneficial interest, $0.001 par value per share, of the Trust (the "common shares") represented thereby will be voted in accordance with the instructions marked thereon. In the absence of instructions, the common shares represented by the enclosed proxy will be voted FOR the nominees of the Board of Trustees in the election of trustees, FOR approval of the advisory vote to approve the compensation of the Trust's named executive officers, and FOR ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2016. Management does not intend to bring any matter before the Meeting other than as indicated in the notice and does not know of anyone else who intends to do so. If any other matters properly come before the Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

Any proxy may be revoked at any time prior to its exercise by notifying the Secretary of the Trust in writing prior to the time of the Meeting, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person.

On the Record Date, the Trust had 145,976,305 common shares outstanding and entitled to vote at the Meeting. Each holder of common shares is entitled to one vote per share held of record by such holder on the Record Date. There must be present at the Meeting in person or by proxy shareholders entitled to cast a majority of all the votes entitled to be cast to constitute a quorum for the Meeting. Common shares represented at the Meeting in person or by proxy but not voted on one or more proposals will be included in determining the presence of a quorum, but will not be considered cast on any proposal on which they were not voted. Thus, abstentions and broker "non-votes" are deemed to be present at the Meeting for the purpose of determining whether a quorum is constituted, but are not deemed to be votes cast at the Meeting. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner.

Abstentions and broker "non-votes" will affect each of the proposals described in this proxy as follows:

A majority of all votes cast in an election for trustees means that the number of shares voted "for" a nominee for trustee must exceed the number of votes cast as "withheld" from that nominee. In addition, the Trust's corporate governance guidelines provide that if a nominee for trustee who already serves as a trustee is not elected by a majority of the votes cast, the trustee will offer to tender his or her resignation to the Board of Trustees. The Corporate Governance and Nominating Committee of the Board of Trustees will then make a recommendation to the Board of Trustees on whether to accept or reject such resignation, or whether other action should be taken. The Board of Trustees will act on the Corporate Governance and Nominating Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Any such trustee who tenders his or her resignation will not participate in the Board of Trustee's decision. There is no cumulative voting in the election of trustees.

A majority of the votes cast at the Meeting shall be sufficient to approve any other matter that may properly come before the Meeting, unless more than a majority of the votes cast is required by the Declaration of Trust or applicable law.

In accordance with the rules of the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, we are furnishing our proxy materials (this proxy statement, the proxy card and the 2015 annual report) by providing access to these materials on the internet. Shareholders will not receive printed copies of the proxy materials unless they request this form of delivery. Printed copies will be provided upon request at no charge.

A Notice of Internet Availability of Proxy Materials will be mailed to shareholders on or about April 1, 2016. We are providing the Notice of Internet Availability in lieu of mailing the printed proxy materials and instructing stockholders as to how they may: (1) access and review the proxy materials on the internet; (2) submit their proxy; and (3) receive printed proxy materials. Shareholders may request to receive printed proxy materials by mail or electronically by e-mail on an ongoing basis by following the instructions in the Notice of Internet Availability. A request to receive proxy materials in printed form by mail or by e-mail will remain in effect until such time as the submitting shareholder elects to terminate it.

This proxy statement and our 2015 annual report to shareholders are available at www.libertyproperty.com in the "Investors" section.

The following table sets forth certain information, as of March 10, 2016 (except as indicated below), regarding the beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of common shares by each trustee, each nominee for election as trustee, each current executive officer listed in the Summary Compensation Table appearing on page 29, all trustees and executive officers as a group, and each person who is known to the Trust to be the beneficial owner of more than five percent of the outstanding common shares. Each person named in the table below has sole voting and investment power with respect to the common shares listed opposite such person's name, except as otherwise noted.

Beneficial Owner

William P. Hankowsky	714,733	(1)	*
George J. Alburger, Jr.	482,376	(2)	*
Herman C. Fala	32,509	(3)	*
Michael T. Hagan	360,356	(4)	*
Frederick F. Buchholz	92,077	(5)	*
Thomas C. DeLoach, Jr.	82,185	(6)	*
Katherine Elizabeth Dietze	22,723	(7)	*
Antonio F. Fernandez	2,487		*
Daniel P. Garton	54,984	(8)	*
M. Leanne Lachman	92,945	(9)	*
David L. Lingerfelt	86,418	(10)	*
Fredric J. Tomczyk	2,487		*
The Vanguard Group Inc.	21,318,656	(11)	14.6	%
BlackRock, Inc.	15,471,070	(12)	10.6	%
State Street Corporation	7,575,638	(13)	5.2	%
JPMorgan Chase & Co.	7,405,733	(14)	5.1	%
All trustees and executive officers as a group (12 persons)	2,026,280	(15)	1.4	%

*: Represents less than one percent of class.
(1): Includes 436,390 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016. Includes 64,725 shares held in trust for family members.
(2): Includes 271,225 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(3): Includes 29,745 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(4): Includes 265,904 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016, and 14,491 common shares issuable upon exchange of units of limited partnership interest ("Units") of Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Operating Partnership") which, as of December 31, 2015, was 97.7% owned by the Trust.
(5): Includes 40,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(6): Includes 30,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.

(7): Includes 15,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(8): Includes 40,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(9): Includes 40,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016.
(10): Includes 40,700 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016, and 30,674 common shares issuable upon exchange of Units.
(11): The Vanguard Group, Inc. ("Vanguard") has sole or shared dispositive power and sole or shared voting power over 21,318,656 and 492,025 common shares, respectively. Of the 21,318,656 shares over which Vanguard has sole or shared dispositive power, Vanguard Specialized Funds—Vanguard REIT Index Fund ("REIT Index Fund") has sole voting power over 10,798,778 shares. This information is based solely on a review of amendments to Schedule 13G filed by Vanguard and REIT Index Fund with the Securities and Exchange Commission on February 10, 2016 and February 9, 2016. The address of both Vanguard and REIT Index Fund is 100 Vanguard Boulevard, Malvern, PA 19355.
(12): BlackRock, Inc. and certain of its affiliates (collectively, "BlackRock") has sole dispositive power and sole voting power over 15,471,070 and 14,409,600 common shares, respectively. This information is based solely on a review of an amendment to Schedule 13G filed by BlackRock with the Securities and Exchange Commission on January 11, 2016. BlackRock's address is 55 East 52nd Street, New York, NY 10055.
(13): State Street Corporation and certain of its affiliates (collectively, "State Street") has sole or shared dispositive power and sole or shared voting power over 7,575,638 common shares. This information is based solely on a review of a Schedule 13G filed by State Street with the Securities and Exchange Commission on February 16, 2016. State Street's address is State Street Financial Center, One Lincoln Street, Boston, MA 02111.
(14): JPMorgan Chase & Co. and certain of its affiliates (collectively, "JPMorgan") has sole or shared dispositive power and sole or shared voting power over 7,405,733 and 5,618,128 common shares, respectively. This information is based solely on a review of an amendment to Schedule 13G filed by JPMorgan with the Securities and Exchange Commission on January 19, 2016. JPMorgan's address is 270 Park Avenue, New York, NY 10017.
(15): Includes 836,383 common shares subject to options exercisable as of, or that will become exercisable within 60 days after, March 10, 2016, and 45,165 common shares issuable upon exchange of Units.

There are currently nine members of the Board of Trustees. All nine trustees are being proposed for election at the Meeting to serve until the Annual Meeting of Shareholders to be held in 2017 and until their successors are duly elected and qualified. Each of the nominees for election as trustee currently serves as a trustee of the Trust.

A proxy signed in the enclosed form will be voted FOR the election of the nominees named below, unless a contrary instruction is given.

Management believes that each of its nominees is willing and able to serve the Trust as trustee. If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.

The following is a brief description of the nominees for election as trustee of the Trust. The descriptions for the trustees set forth the experience, qualifications, attributes and skills that have led the Board to conclude that these nominees should serve as trustees of the Trust.

The Board of Trustees recommends a vote FOR the election of each nominee. Assuming a quorum is present at the Meeting, a majority of all the votes cast at the Meeting shall be sufficient to elect a trustee.

Frederick F. Buchholz, age 70, has served as a trustee of the Trust since June 1994. Mr. Buchholz was employed by Lend Lease Real Estate Investments or its predecessors from 1968 until retiring in June 1998. He had been appointed a Senior Vice President of Equitable Real Estate in December 1990 and Executive Vice President in 1992. At various times, Mr. Buchholz was also the officer in charge of Equitable Real Estate's New York and Washington, D.C. regional offices. Prior to his retirement, Mr. Buchholz was the officer in charge of the Lend Lease Philadelphia region, supervising new business, asset management and restructuring/workout activities on behalf of a diversified regional mortgage and equity portfolio. Since his retirement, Mr. Buchholz has served as an independent real estate consultant. Mr. Buchholz is a member of the Appraisal Institute and the Investment Review Committee of the Delaware Valley Real Estate Investment Fund, L.P.

Mr. Buchholz's lengthy real estate career as a senior officer of a major institutional real estate owner and lender enables Mr. Buchholz to contribute significantly, particularly in connection with the review and analysis of the Trust's real estate transactions. Additionally, Mr. Buchholz's past experience as a board member of another real estate company provides Mr. Buchholz with important insights as to the governance of the Trust.

Thomas C. DeLoach, Jr., age 68, has served as a trustee of the Trust since May 1999. Beginning in 1998, Mr. DeLoach served as an Executive Vice President of Mobil Oil Corporation and the President of Global Midstream, both wholly owned subsidiaries of Mobil Corporation (now Exxon Mobil Corporation), a global energy company, prior to his retirement in March 2000. Mr. DeLoach joined Mobil Corporation in 1969 as a chemical engineer and advanced through various positions in manufacturing, marketing, planning and supply. From December 1994 until his election as President of Global Midstream, Mr. DeLoach served as Chief Financial Officer and Senior Vice President of Mobil Corporation and Mobil Oil Corporation. From 1991 until his retirement in 2000, Mr. DeLoach served as a director of Mobil Oil Corporation. Mr. DeLoach was a partner in Penske Racing, LLC from 2000 until 2002 and has been the Managing Partner of PIT Instruction & Training, LLC since 2003 and Red

Horse Racing II, LLC since 2005. Mr. DeLoach is also a member of the Board of Directors of Asbury Automotive Group (NYSE:ABG), and serves as its Non-Executive Chairman and on its Executive, Audit, Nominating and Governance, and Risk Committees.

Mr. DeLoach's experience in various senior positions at a major American corporation with highly sophisticated processes and procedures in a capital intensive industry has given Mr. DeLoach strong insights which enable him to contribute to the Trust in a variety of areas, including in finance, human resources and internal operations. Mr. DeLoach's membership on the board of another public company also enables him to share best practices observed from his other experiences.

Katherine Elizabeth Dietze, age 58, was elected as a trustee of the Trust in January 2011. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc, a financial services company. Ms. Dietze brings a strong background in global investment and financial matters.

With her strong background in investment banking, Ms. Dietze provides a unique and valuable perspective on global financial markets, investments and financial transactions. Ms. Dietze serves on two other public company boards, Cowen Group, Inc. (NASDAQ:COWN), where she serves as Chair of the Audit Committee and as a member of the Compensation Committee and the Governance Committee, and Matthews International Corporation (NASDAQ:MATW) where she serves as Chair of the Finance Committee and a member of the Governance Committee. Ms. Dietze's membership on the boards of other public companies also enables her to share best practices observed from her other experiences.

Antonio F. Fernandez, age 56, has served as a trustee of the Trust since November 2014. Mr. Fernandez is executive vice president and chief supply chain officer at Pinnacle Foods, Inc. (NYSE:PF). At Pinnacle, Mr. Fernandez has overall corporate responsibility for the end-to-end supply chain, including procurement, manufacturing, customer service, warehousing and distribution. He also oversees Pinnacle's food quality and safety programs. Prior to joining Pinnacle in 2011, Mr. Fernandez had been senior vice president of global supply chain strategy at Kraft Foods Inc., following Kraft's acquisition of Cadbury, plc. Mr. Fernandez had previously been with Cadbury from 1998 to 2010 in a series of senior management positions, including chief supply chain officer. Mr. Fernandez's early career included positions in manufacturing, procurement, engineering and consulting with Procter & Gamble Co., and PepsiCo, Inc. Mr. Fernandez has announced his intention of retiring from his position at Pinnacle Foods, Inc. later in 2016.

Mr. Fernandez's experience in various senior positions in management, operations, supply chain and customer service at major American companies furnishes him with unique qualifications to contribute to the Trust as a Board member, particularly in view of the Trust's significant investments in industrial distribution facilities and e-commerce centers.

Daniel P. Garton, age 58, has served as a trustee of the Trust since December 2001 and as the Trust's Lead Independent Trustee since that position was established in March 2014. Prior to his retirement in January 2014, Mr. Garton served as President and Chief Executive Officer of American Eagle Airlines, one of the world's largest regional airlines, beginning in June 2010. AMR Corporation is the parent company of American Eagle and American Airlines. Prior to joining American Eagle, Mr. Garton served as Executive Vice President—Marketing of AMR Corporation's American Airlines unit. In that position, Mr. Garton oversaw American Airlines' activities with respect to reservations, flight service, sales, its travel awards program, advertising and corporate communications. Previously, Mr. Garton served as Senior Vice President and then Executive Vice President of American Airlines Customer Service beginning September 1998. Mr. Garton served as President of American Eagle Airlines for three-years beginning in July 1995. Mr. Garton joined AMR Corporation in 1984 as an

analyst in the finance department and advanced through various positions to the office of Vice President—Financial Planning and Analysis in 1992. Mr. Garton left AMR Corporation in 1993 to become Senior Vice President and Chief Financial Officer of Continental Airlines. He returned to AMR Corporation two years later when he assumed the presidency of American Eagle Airlines. AMR Corporation filed for Chapter 11 bankruptcy protection in November 2011. In February 2013, AMR Corporation and US Airways Group agreed to merge and creating the world's largest airline. Mr. Garton is also a member of the Board of Directors of Republic Airways Holdings Inc. (NASDAQ:RJET), and serves on its Executive and Audit Committees.

Mr. Garton's extensive experience in customer service, operations, finance and financial markets in a major American corporation with highly sophisticated processes and procedures has enabled him to make valuable contributions to the Trust as a Board member. His strong financial background has also allowed him to provide valuable service as a member and Chair of the Audit Committee. Mr. Garton's membership on the board of another public company also enables him to share best practices observed from his other experiences.

William P. Hankowsky, age 65, has served as a trustee of the Trust since May 2003. Mr. Hankowsky joined the Trust on January 1, 2001 as Executive Vice President and Chief Investment Officer and was promoted to the position of President on March 12, 2002. Mr. Hankowsky became the Chief Executive Officer of the Trust on January 21, 2003 and Chairman on June 10, 2003. Prior to joining the Trust, Mr. Hankowsky served as President of the Philadelphia Industrial Development Corporation ("PIDC") from 1989 through 2000. In this capacity he oversaw the City of Philadelphia's economic development agency. Prior to that time, Mr. Hankowsky served as an executive with a variety of economic development projects and agencies. Mr. Hankowsky currently serves on the boards of Aqua America, Inc. (NYSE:WTR), Citizens Financial Group, Inc. (NYSE:CFG), Philadelphia Shipyard Development Corporation, Delaware River Waterfront Corporation, Pennsylvania Academy of Fine Arts, Greater Philadelphia Chamber of Commerce, and the Philadelphia Convention and Visitors Bureau.

Mr. Hankowsky's executive experience and economic development background provide compelling attributes which have contributed to his leadership of the Trust. His leadership role in both the not-for-profit world and the public company arena has provided him with valuable opportunities to interact with government and business leaders in market segments of importance to the Trust. As a result of these opportunities, Mr. Hankowsky is better equipped to lead the Trust and to understand the needs of its customers.

M. Leanne Lachman, age 73, has served as a trustee of the Trust since June 1994. Ms. Lachman is the President of Lachman Associates, LLC, a real estate consulting firm, and is an Executive-in-Residence at Columbia Business School. Until October 2003, Ms. Lachman was a Managing Director of Lend Lease Real Estate Investment Management, a pension fund advisor. From 1987 forward, Ms. Lachman has specialized in real estate investment management for institutions. Ms. Lachman is a director and Chair of the Audit Committee of Lincoln National Corporation and a director of Lincoln Life & Annuity of New York, a subsidiary of Lincoln National Corporation (NYSE:LNC).

Ms. Lachman's extensive experience as a specialist in real estate investment management and her ongoing advisory work enable Ms. Lachman to make valuable contributions to the Board, particularly in the area of strategic real estate investment analysis. Additionally, her experience as a director of another public company gives her insight into governance and related best practices, which enable her to make significant contributions as a Board member.

In 2015 Ms. Lachman reached the age of 72 and, in accordance with the Trust's corporate governance guidelines, offered in 2014 and in 2015 not to stand for reelection as a Trustee at the 2015 and 2016 Annual Meetings of Shareholders, respectively, of the Company. The Board of Trustees

evaluated Ms. Lachman's offers and in each case made a determination not to accept the offer, and is recommending Ms. Lachman as a trustee nominee for re-election.

David L. Lingerfelt, age 63, has served as a trustee of the Trust since May 1995. Mr. Lingerfelt is a shareholder in the firm of Parker, Pollard, Wilton & Peaden, P.C., in Richmond, Virginia, where he has practiced law since February 2010. Mr. Lingerfelt's practice focuses on commercial real estate and taxation. Until November 2008, Mr. Lingerfelt was Vice President and National Underwriting Counsel of LandAmerica Exchange Company, and director of its Reverse Exchange Division. During 2009, Mr. Lingerfelt acted as a consultant in the wind down of LandAmerica Exchange Company. Prior to joining LandAmerica, Mr. Lingerfelt served as Director of Property Administration and Counsel for Best Products Co., Inc., and was a partner in the Virginia law firm of Coates & Davenport, focusing on commercial transactions.

Mr. Lingerfelt's training as an attorney, together with his experience as a commercial lawyer with significant experience in real estate and tax practice areas, has allowed Mr. Lingerfelt to provide significant insights to the Trust in his capacity as a Board member.

Fredric J. Tomczyk, age 60, has served as a trustee of the Trust since November 2014. Mr. Tomczyk is president and chief executive officer of TD Ameritrade Holding Corporation ("TD Ameritrade") (NYSE: AMTD). He has served as president and chief executive officer of TD Ameritrade since October 2008. He previously served as a member of TD Ameritrade's board of directors from January 2006 until June 2007, when he accepted the role of chief operating officer at TD Ameritrade, responsible for all operations, technology, retail sales functions and the independent registered investment advisor channel. He remained in that role until he became president and chief executive officer and re-joined the board of directors in October 2008. Mr. Tomczyk previously served as the vice chair of corporate operations for TD Bank Group ("TD"), as executive vice president of retail distribution for TD Canada Trust (a wholly-owned subsidiary of TD), and as executive vice president and later as president and chief executive officer of wealth management for TD Bank. Prior to joining TD Bank in 1999, he was president and chief executive officer of London Life. Mr. Tomczyk serves on the board of TD Ameritrade. Mr. Tomczyk has announced his intention of retiring from his position at TD Ameritrade later in 2016.

Mr. Tomczyk's extensive experience in banking, management, finance and financial markets at major financial institutions, as well as his experience on the Board of TD Ameritrade, enables him to make valuable contributions to the Trust as a Board member.

George J. Alburger, Jr., age 68, became Chief Financial Officer and Treasurer of the Trust in May 1995. In October 2000, Mr. Alburger assumed the additional title of Executive Vice President. Prior to joining the Trust, Mr. Alburger served as Executive Vice President of EBL&S Property Management, Inc., an owner and manager of approximately 200 shopping centers aggregating 30 million square feet of retail space. Mr. Alburger was formerly a Senior Manager with Price Waterhouse, LLP. Mr. Alburger serves on the board of Americold Realty Trust, an international owner and operator of temperature-controlled warehouses.

Herman C. Fala, age 66, has served as Secretary and General Counsel of the Trust since January 2014, with principal responsibility for the Trust's legal function. Mr. Fala joined the Trust from the law firm of Cozen O'Connor, where he chaired the Real Estate Practice Group and served on the firm's Board of Directors from April 2009. Prior to joining Cozen O'Connor, Mr. Fala was a partner at the law firm of Wolf Block LLP from 1982 to April 2009, where he chaired the Real Estate practice for 10 years.

Michael T. Hagan, age 58, has served as Chief Investment Officer of the Trust since May 2005. In 2011, Mr. Hagan assumed the additional title of Executive Vice President. Mr. Hagan joined the Trust in 1989. Prior to his appointment as Chief Investment Officer he served the Trust in a number of capacities, including as Senior Vice President—Acquisitions. Prior to joining the Trust, Mr. Hagan served in a variety of accounting positions.

Each officer will serve until the first meeting of the Board after the next annual meeting of shareholders or until the officer resigns or is removed from office by the Board.

Audit Committee. The Board's Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, provides assistance to the trustees in fulfilling their responsibility to the shareholders and investment community relating to corporate accounting and the quality and integrity of financial reports of the Trust. The Board's Audit Committee currently consists of five independent trustees, as independence is defined by the applicable listing standards of the New York Stock Exchange. The members of the Audit Committee are Messrs. Garton (Chair), Buchholz and Tomczyk and Mss. Dietze and Lachman. Each of Mr. Garton, Ms. Dietze and Mr. Tomczyk is an "audit committee financial expert" as defined by the Securities and Exchange Commission. The Audit Committee met eleven times, including six times by teleconference, during the last fiscal year. See "Report of the Audit Committee." Commencing on May 11, 2016, the composition of the Audit Committee will be revised to consist of the following five independent trustees: Messrs. Tomczyk (Chair), Buchholz, DeLoach and Lingerfelt, and Ms. Dietze.

Compensation Committee. The Board's Compensation Committee (the "Compensation Committee") is empowered to determine compensation for the Trust's named executive officers and to administer the Share Incentive Plan. The Compensation Committee also has various other responsibilities, including succession planning regarding the Trust's management. Members of the Compensation Committee are Messrs. DeLoach (Chair), Buchholz, Fernandez, Lingerfelt and Tomczyk, all of whom are independent, as independence is defined by the applicable listing standards of the New York Stock Exchange. Mr. Garton, in his role as Lead Independent Trustee, also participates in the meetings of the Compensation Committee. The Compensation Committee met seven times, including two times by teleconference, during the last fiscal year. See "Report of the Compensation Committee." Commencing on May 11, 2016, the composition of the Compensation Committee will be revised to consist of the following five independent trustees: Messrs. Fernandez (Chair), Buchholz, Lingerfelt and Tomczyk and Ms. Lachman.

Corporate Governance and Nominating Committee. The Board's Corporate Governance and Nominating Committee meets to address matters regarding corporate governance and makes recommendations to the Board regarding nominees for positions on the Board. In making such recommendations, the Corporate Governance and Nominating Committee seeks nominees who have the highest personal and professional character and integrity, who possess appropriate characteristics, skills, experience and time to make a significant contribution to the Board of Trustees, the Trust and its shareholders, who have demonstrated exceptional ability and judgment, and who will be most effective, in the context of the whole Board of Trustees and other nominees to the Board, in perpetuating the success of the Trust and in representing the interests of its shareholders. In accordance with its charter, the Corporate Governance and Nominating Committee considers diversity of race, gender and national origin as one of a number of attributes it looks for in a candidate for the Board of Trustees. It is a goal of the Board to achieve greater diversity. The Corporate Governance and Nominating Committee has employed and may continue to employ professional search firms (for which it pays a fee) to assist it in identifying potential members of the Board of Trustees with the desired skills and disciplines. The Corporate Governance and Nominating Committee will consider nominees for trustee proposed by shareholders in accordance with the procedures set forth in this proxy statement under "Corporate

Governance—Shareholder Nominations for Trustees." Nominees proposed by shareholders will be considered using the same criteria and in the same manner as all other nominees are considered.

The members of the Corporate Governance and Nominating Committee are Messrs. Lingerfelt (Chair), DeLoach and Fernandez and Mss. Dietze and Lachman, all of whom are independent, as independence is defined by the applicable listing standards of the New York Stock Exchange. Mr. Garton, in his role as Lead Independent Trustee, also participates in the meetings of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee met five times during the last fiscal year, all of which meetings were in-person. See "Report of the Corporate Governance and Nominating Committee." Commencing on May 11, 2016, the composition of the Corporate Governance and Nominating Committee will be revised to consist of the following four independent trustees: Mss. Dietze (Chair) and Lachman, and Messrs. DeLoach and Fernandez.

Copies of the written charters of the Audit, Compensation and Corporate Governance and Nominating Committees are posted under the "Investors" section of the Trust's web site at www.libertyproperty.com, and are also available without charge at the written request of any shareholder of the Trust. Such requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

The Board of Trustees held six meetings last year, including one by teleconference. Additionally, the Board conducted four informational calls. Each trustee of the Trust attended at least 75% of the meetings of the Board of Trustees and meetings held by all committees on which such trustee served.

In 2015, trustees who were not also officers and full-time employees of the Trust were compensated in accordance with the following policy. These trustees receive an annual trustee fee in the amount of $40,000 in cash, common shares with a total grant date fair value of $42,000 and restricted common shares with a total grant date fair value of $45,500. The restricted shares so issued (i.e., shares with a grant date fair value of $45,500) vest over a 3-year period, with 20% vesting upon the first anniversary of the grant, an additional 30% vesting upon the second anniversary of the grant, and the remaining 50% vesting upon the third anniversary of the grant, and with vesting on death, disability or (subject to age and years of service) retirement, in accordance with the grant agreements.

Beginning with 2016, the common shares with a grant date fair value of $42,000 and the restricted shares with a grant date fair value of $45,500 will be combined into a single grant of unrestricted common shares with a total grant date fair value of $87,500, all of which will be vested immediately upon issuance. The Board approved this change in order to better reflect current equity compensation market practices.

The Lead Independent Trustee receives an additional annual fee of $30,000 for performing the duties and responsibilities of that position. Additionally, trustees receive a fee of $1,500 for each Board meeting that such trustee attends in person or telephonically; however, trustees receive a fee of $500 for teleconference Board meetings if such meetings address only routine matters and for participation in any informational call held to supplement the regularly scheduled Board meetings. Trustees are entitled to receive a fee of $5,000 for each committee on which they serve, a fee of $1,000 for each committee meeting they attend in person and a fee of $500 for each committee meeting attended by teleconference. The Chair of the Audit Committee receives an additional annual fee of $15,000, and the Chairs of the Corporate Governance and Nominating Committee and the Compensation

Committee each receive an additional annual fee of $9,000. Additionally, all trustees are entitled to be reimbursed for travel and lodging expenses associated with attending Board and committee meetings. Trustees who are officers and full-time employees of the Trust are not entitled to receive any separate compensation for service as a trustee.

PROPOSAL 2—ADVISORY VOTE TO APPROVE
THE COMPENSATION OF THE TRUST'S NAMED EXECUTIVE OFFICERS

SEC rules require us to hold, at least once every three years, an advisory vote to approve the compensation of our named executive officers as described in the proxy statement (commonly referred to as "Say-on-Pay"). We have committed to including a Say-on-Pay vote on an annual basis, at least until such time, if any, as our shareholders express a preference for a less frequent basis. Thus, we have included the following Say-on-Pay vote, pursuant to which our shareholders are being asked to vote on the following resolution:

The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures contained on pages 13 to 38 of this proxy statement. As discussed in those disclosures, the compensation program structure that we utilized in 2015 was substantially the same as in prior years, and we regularly monitor our compensation policies and decisions to ensure that they are focused on pay-for-performance principles and are strongly aligned with the long-term interests of our shareholders. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead the Company successfully in a competitive environment.

Your vote on this Proposal 2 is advisory, and therefore not binding on the Trust, the Compensation Committee, or the Board. The vote will not be construed to create or imply any change to the fiduciary duties of the Trust or the Board, or to create or imply any additional fiduciary duties for the Trust or the Board. However, our Board and our Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board of Trustees recommends a vote FOR approval of the advisory vote to approve the compensation of the Trust's named executive officers as described in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures contained on pages 13 to 38 of this proxy statement.

Our Compensation Discussion and Analysis addresses the compensation paid or awarded to our executive officers listed in the Summary Compensation Table that immediately follows this discussion. We refer to these executive officers as our "named executive officers" or as our "NEOs."

This Compensation Discussion and Analysis first presents the methodology and results of the compensation program for our NEOs for 2015, and then describes the changes to our NEO compensation program design beginning in 2016.

In order to deliver our best results to our shareholders, we must attract, retain and motivate superior talent. Our compensation programs are designed to link executive rewards to financial, operating and strategic results. This pay for performance structure ensures that the financial interests of our executives are aligned with those of our shareholders. As is shown below, the majority of each executive's pay, including 78% of our CEO's target pay, is tied directly to the Company's performance and individual goal achievement.

The FFO goal and the other corporate, financial, operational and strategic goals were established by the Board early in 2015 based on the business plan the Company adopted in December 2014. Performance of the Company measured against the FFO goal was weighted at 80% of the total bonus. The remaining 20% of the total bonus was based upon individual goal achievement. In addition to these various criteria, cash bonuses under our annual incentive program are eligible to be paid only if the Company achieves a predefined level of FFO.

We achieved our maximum 2015 goal with respect to FFO. Accordingly, cash bonus awards for that component were paid at the maximum bonus level. This resulted in the Company performance component of the bonus being equal to 261% of the target bonus for the Chief Executive Officer and 200% of the target bonus for NEOs other than the Chief Executive Officer. Payments made for the individual goal portion of each NEO's bonus varied depending on the Committee's assessment of that officer's achievement of his individual goals that were approved by the Committee in early 2015.

Beginning with the 2016 performance year, we modified the performance metrics applicable to annual cash bonuses in a manner that we believe will provide even closer alignment between payment and performance, as well as closer alignment to the practices of our peers. As is described more fully under the Section "2016 Annual Incentive and Long-term Equity Incentive Programs" below, the new metrics and their relative weightings will be as follows: FFO—60%; Same Store NOI Growth—10%; corporate MBO goals—10%; and individual MBO goals—20%.

The Compensation Committee annually reviews in detail all elements of our compensation program to ensure their alignment with our philosophy and rigorous corporate governance practices.

As is its practice, the Compensation Committee established the 2015 performance goals early in 2015 and reviewed progress with respect to the applicable performance metrics regularly throughout 2015 and early in 2016. The final compensation determinations were made at a March 16, 2016 meeting, when the Compensation Committee approved 2015 bonus awards and vesting of long-term incentive awards. At the meeting, the Committee also set base salaries and targets for annual and long-term incentive awards for 2016, established 2016 performance goals and granted 2016 long-term incentive awards.

The compensation paid or awarded to our NEOs for 2015 is designed to meet the following objectives:

The Compensation Committee met seven times during 2015, including twice by teleconference, to review, evaluate and determine compensation issues. The members of the Committee are professionals with substantial executive experience. Additionally, in assessing competitive compensation and performance incentives, the Compensation Committee relied on data and advice provided to it by its independent compensation consultant, Pay Governance LLC.

The compensation consultant provides data and advice to the Compensation Committee on a regular basis. The compensation consultant developed competitive compensation levels for seasoned executives with responsibilities similar to those of our NEOs, using comparative industry data derived from the NAREIT Compensation Survey and proxy data from the Peer Group companies. We believe that data regarding this Peer Group are useful with regard to an assessment of compensation for our NEOs because they reflect industry practices and provide comparisons as to individual positions. The REITs that comprise the Peer Group are generally those that appear in the NAREIT Index as either "Industrial," "Office" or "Diversified" and fit within an appropriate range of market capitalization relevant to the Company.

The Compensation Committee has generally focused on the median of the Peer Group as a reference point for setting target compensation. The Committee uses its judgment after consultation with its independent compensation consultant to determine appropriate compensation for each NEO, taking into account the Peer Group data and the unique responsibilities and attributes of each NEO. The ultimate compensation decisions of the Committee are guided by competitive practice, individual role and performance, performance of the Company and internal equity.

The Compensation Committee regularly asks its independent compensation consultant to analyze the historical pay and performance alignment for the Company's NEOs. Such an analysis was conducted in 2015 and resulted in the conclusion of the Committee's consultant that our one-year (2014) and three-year (2012-2014) NEO pay and TSR performance were aligned. The realizable pay of our CEO and the average realizable pay of the other NEOs were below the 25^th percentile of the applicable Peer Group for both the one-year period and the three-year period under review. The Company's one-year TSR was at the 30^th percentile among the applicable Peer Group and the Company's three-year TSR was at the 23^rd percentile among the applicable Peer Group.

Base salaries are set by the Compensation Committee and are designed to be competitive with the salaries paid by Peer Group companies. Historically, changes in individual base salaries are based in part on the Committee's review of the report prepared by the independent compensation consultant, which includes a review of Peer Group compensation data, and on the Committee's review of the individual's responsibility, experience and performance, and increases in base salary being provided to our employee population generally. Base salaries are reviewed for adjustment annually.

The salaries of our NEOs for 2016, and comparison with their salaries for 2015, are set forth in the following table:

The principal objective of our annual incentive program is to provide an incentive tied to annual measures of financial, operating, strategic and individual performance. In setting the target level of incentive compensation opportunity, the Committee considers competitive factors, including target total cash compensation of peers.

For 2015, each NEO was eligible for a cash bonus award determined by reference to the following bonus levels:

The determination of the actual bonus awards earned by our NEOs for 2015 was based on a two-step process. The first step in the process required the Compensation Committee to consider the Company's achievement of its FFO as against a pre-determined goal in order to fund the bonus pool. The requisite FFO goal was satisfied and thus the potential bonus pool was fully funded. The second step required the Compensation Committee to allocate the funded bonus pool in accordance with the achievement of the Company's 2015 FFO against our FFO goal for 2015 (weighted at 80%) and individual goals (weighted at 20%). Achievement with respect to the FFO goal was further informed by achievement with respect to other corporate, financial, operational and strategic metrics approved by the Compensation Committee based on the business plan the Company adopted in December 2014, including net operating income and general and administrative expenses, as well as execution of the Company's capital and operating plan, with respect to acquisitions, dispositions, development, and average occupancy.

With respect to our most significant goal, FFO per share, our 2015 goals were as follows: Threshold—$2.55; Target—$2.60; Maximum—$2.65. Our actual result was $2.69, which exceeded the Maximum goal.

As a result of the FFO performance, payments to the NEOs were made with respect to the FFO goal in an amount which reflected performance at the maximum bonus level. This resulted in a bonus for this performance component equal to 261% of the target bonus for the CEO and 200% of the target bonuses for the other NEOs.

Payments made for each NEO's achievement of his MBO portion of his annual bonus varied depending on the level of such NEO's achievement of his individual stated goals.

Based on the above methodology, the Compensation Committee has determined the dollar amounts of annual bonus awards for 2015 (shown together with the target bonus amount) are as follows:

Consistent with a long-standing policy adopted by the Compensation Committee for all U.S.-based, bonus-eligible employees, our NEOs have the option of electing to receive common shares, with sale restrictions, in lieu of a cash bonus awarded to them, at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. These shares encourage share ownership and further align employee and shareholder interest. Dividends are paid on common shares issued pursuant to such awards, and restrictions on sale related to such awards will expire on March 16, 2017. Beginning with bonuses to be awarded in March 2017 for performance in 2016, this policy has been modified to limit to $50,000 the amount of an employee's bonus that is eligible to be delivered in shares at the 20% premium.

The annual bonus award payments are reflected in two separate columns of the Summary Compensation Table. The portion of the payment taken by the NEO in cash appears in the "Non-Equity Incentive Plan Compensation" column, while the portion which the NEO elected to take in common shares appears in the "Share Awards" column.

Since 2008 the Compensation Committee has operated under the Liberty Property Trust 2008 Long-Term Incentive Plan (the "Share Incentive Plan"). Within that Plan, the Company's long-term incentive ("LTI") program for NEOs (the "Executive Officer LTI Program") has the purpose of enhancing and refining the performance incentives provided to these officers. Under this program, each NEO is eligible to receive an LTI grant with an award value that is a targeted percentage of salary, subject to adjustment based on performance.

The Executive Officer LTI Program for 2015 provides for annual awards in a target amount, divided in equal thirds as follows:

Under the Executive Officer LTI Program for 2015, the Compensation Committee adopted a schedule of performance goals for the RSU portions of each Award, defining the threshold and maximum at which the actual FFO Portion and TSR Portion may be earned, in relation to the specified target levels. Based on the Company's actual performance over the Award Period, the RSU portion of the Award to be earned by the NEO can fall within the following ranges, although the Compensation Committee retains discretion to reduce the Award from the prescribed level as it deems fit:

Although performance against the FFO Portion is determined, and thus "earned," annually over the Award Period, the FFO Portion is not payable until the end of the three-year Award Period. The TSR Portion is measured over the entire three-year Award Period. The Compensation Committee believes that this multi-dimensional approach supports a long-term focus by the NEOs. Additionally, given the overlapping nature of the annual LTI awards, each with a three-year award period, the Committee believes that the Executive Officer LTI Program provides a significant retention benefit as the entire award is subject to forfeiture in the event the NEO voluntarily terminates employment with the Company. If the recipient of the Award terminates by reason of death, disability or (subject to scaled vesting based on age and years of service) retirement prior to the end of the Award Period, units would be payable at the end of the Award Period based on actual attainment within each Performance Period, and would not be pro-rated for short service. The Executive Officer LTI Program also includes several common restrictive covenants and other provisions, subject to the Compensation Committee's discretion, that would trigger forfeiture of an Award.

When the Trust's common shares are issued with respect to the Awards they underlie, they will be issued under the Share Incentive Plan, and will generally be subject to the terms and conditions of that plan.

With respect to the Executive Officer LTI Program for 2015, the Committee believes that the option portion of the NEO's long-term incentive supports a long-term focus by the NEOs. Delivery of one-third of the target value of the LTI Award in options was thus intended to align with shareholder interest in that the options have no value unless the price of the Company's shares increases after the award date.

Under the Executive Officer LTI Program for 2015, the options vest on the basis of time and continued employment at a rate of 20% on the first anniversary of the date of grant, 30% on the second anniversary, and the remainder on the third anniversary. The time vesting nature of the options constitutes a retention feature in that they are subject to forfeiture in the event the NEO's voluntarily terminates. The options become vested and exercisable in full if the optionee ceases to be employed by, or provide services to, the Company by reason of death or disability, and are subject to a scaled vesting in the case of retirement, similar to the restricted stock units. These terms and conditions are, generally, the terms and conditions that currently govern options granted to employees as part of the Company's LTI program.

The year 2015 was the final performance year of the 2013 award under the Executive Officer LTI Program and as a result the Committee was required to review the Company's three-year TSR performance under the TSR Portion of the award made in 2013 as well as evaluate the Company's performance in 2015 to determine the amount earned under the relevant one-third of the FFO Portion of the awards made in each of 2013, 2014 and 2015.

As to the FFO Portion, the NEOs were determined to have earned the maximum amount in 2015 for the FFO Portion of the awards made in 2013, 2014 and 2015, resulting in a payout of 272% of the target amount of this portion of the 2013, 2014 and 2015 awards to the Chief Executive Officer and 200% of the target amount of this portion of the 2013, 2014 and 2015 awards to the NEOs other than the Chief Executive Officer.

As to the TSR Portion, only the 2013 award needed to be considered. Our three-year TSR during 2013-2015 was below the threshold level (25th percentile relative to the Peer Group that was in place in 2013 for this calculation). Accordingly, the Compensation Committee determined that there would be no payout for the TSR portion of the 2013 award.

As a result of these determinations, the awards (listed together with prior awards during the Award Period) are set forth below.

Through the Record Date, Mr. Hankowsky also accrued an aggregate of 9,508 restricted stock units through the reinvestment of dividends accrued on the restricted stock units awarded. This dividend amount includes dividends on the unvested units outstanding for the TSR Portion and the FFO Portion of the 2013, 2014 and 2015 awards which are not shown in the table above. Of this amount, however, 2,097 restricted stock units consisting of dividends that had been accrued on the TSR portion of the 2013 award were subsequently forfeited on March 16, 2016, as a result of the determination by the Compensation Committee that no shares were earned with respect to the TSR Portion of the 2013 award.

Through the Record Date, Mr. Alburger also accrued an aggregate of 3,927 restricted stock units through the reinvestment of dividends accrued on the restricted stock units awarded. This dividend amount includes dividends on the unvested units outstanding for the TSR Portion and the FFO Portion of the 2013, 2014 and 2015 awards which are not shown in the table above. Of this amount, however, 926 restricted stock units consisting of dividends that had been accrued on the TSR portion of the 2013 award were subsequently forfeited on March 16, 2016, as a result of the determination by the Compensation Committee that no shares were earned with respect to the TSR Portion of the 2013 award.

Through the Record Date, Mr. Hagan also accrued an aggregate of 3,222 restricted stock units through the reinvestment of dividends accrued on the restricted stock units awarded. This dividend amount includes dividends on the unvested units outstanding for the TSR Portion and the FFO Portion of the 2013, 2014 and 2015 awards which are not shown in the table above. Of this amount, however, 749 restricted stock units consisting of dividends that had been accrued on the TSR portion of the 2013 award were subsequently forfeited on March 16, 2016, as a result of the determination by the Compensation Committee that no shares were earned with respect to the TSR Portion of the 2013 award.

Through the Record Date, Mr. Fala also accrued an aggregate of 1,666 restricted stock units through the reinvestment of dividends accrued on the restricted stock units awarded. This dividend amount includes dividends on the unvested units outstanding for the TSR Portion and the FFO Portion of the 2014 and 2015 awards which are not shown in the table above.

In view of the fact that 2015 was the final year of the Award Period for the 2013 LTI Awards to our NEOs, the following table presents a recap of the LTI Awards made to the NEOs in 2013, including the aggregate number of shares earned with respect to the FFO and TSR Portions of the RSU Awards, and the current status of the options granted in 2013, each as of March 16, 2016, the date on which the Committee determined the payout of the last component of these Awards:

			2013 LTI Target Value			3/16/16 Share Value @ $32.06/sh		Strike Price of Options Granted in 2013		3/16/16 Value of Options		3/16/16 Total Value of 2013 LTI Grants

William P. Hankowsky	23,702	64,539	$	1,407,600	21,425	$	686,886	$	39.59	$	0	$	686,886
George J. Alburger, Jr.	10,460	24,481	$	621,180	7,920	$	253,915	$	39.59	$	0	$	253,915
Michael T. Hagan	8,468	23,056	$	502,860	6,412	$	205,569	$	39.59	$	0	$	205,569
Herman C. Fala(1)	—			—	—		—		—		—		—

Over the course of 2015, the Compensation Committee engaged in a detailed review of our compensation programs in order to:

At its March 16, 2016 meeting, the Compensation Committee implemented a number of changes to the compensation programs across our entire organization to better align all of our employees with our overall performance as a company. For our NEOs, the changes, effective beginning in 2016, include:

Change beginning in 2016		Rationale

Add to the annual bonus determination a measure of Same Store NOI growth and a measure of performance against corporate strategic goals		While the Compensation Committee has, and will continue to have, discretion to adjust awards based on its assessment of management's performance, the Committee believed that the inclusion of a specific measure against NOI growth (in addition to FFO performance) and against the execution of our business plan and strategic imperatives will create increased focus on these key issues and greater clarity for employees and shareholders.
Remove stock options from the annual grant		Although we view options as being performance-based and aligned with shareholder value creation, our use of options to deliver standard LTI has fallen out of competitive practice and is not viewed favorably by some advisors.
Remove the annual measure of FFO/Share from the determination of long-term incentive awards		FFO is a critical measure of our success and is an important factor in the annual bonus calculation. Although the FFO Portion of the awards vested over time, the single-year performance period replicated the annual incentive program.
Rebalance the annual long-term incentive awards to a mix of performance-based share units (65%) and time-based share units (35%)		This design is more consistent with those of our peers and enhances the emphasis on relative TSR performance while delivering time-based share units that provide better retention than the options had provided.
Pay dividends only on shares that are ultimately earned, rather than on the Target grant		By paying based on actual performance, whether below or above Target, this design reflects proper alignment between pay and performance. It also reflects current best practice.
Limit the portion of the annual incentive award that can be converted to shares at a premium		While beneficial to encouraging share ownership across our entire employee population, the unlimited program created the potential to pay above-market compensation. It is also not a typical practice among our peers.

The principal objective of our annual incentive program is to provide an incentive to achieve annual measures of financial, operating, strategic and individual performance. In setting the target level of incentive compensation opportunity, we consider competitive factors, including target total cash compensation of peers.

For performance in 2016, each NEO will be eligible for a cash bonus award as defined below:


NEO	Threshold % of Salary		Target % of Salary	Maximum % of Salary
William P. Hankowsky, Jr.		57.5	%	115	%	287.5	%(1)
George J. Alburger		42.5	%	85	%	170	%
Herman C. Fala		42.5	%	85	%	170	%
Michael T. Hagan		42.5	%	85	%	170	%

The determination of the actual bonus awards to be earned for 2016 performance will be based on multiple factors. The first step in the process will require the Compensation Committee to consider the Company's achievement of its FFO as against a pre-determined goal in order to fund the bonus pool. If the requisite FFO goal is satisfied and thus the potential bonus pool is fully funded, the Committee then will assess performance of the following measures in the following weightings and then apply its discretion based on these factors below as well as other corporate measures:

All NEOs share the same Corporate MBOs. For 2016, these MBOs emphasize the execution of our strategic plan. The specific individual performance goals for each NEO were recommended to the Committee by the Chief Executive Officer, and were reviewed and approved by the Committee. The Committee will determine the portion of the award to pay for the achievement of these MBOs and individual goals.

At the Compensation Committee's March 16, 2016, meeting, the Compensation Committee made awards under the Executive Officer LTI Program for 2016 consistent with the new metrics and procedures adopted by the Committee as described above for 2016. The Awards consisted of the following:

TSR performance relative to the TSR performance of the companies comprising our Peer Group, based on the following formula: 0% of the target shares will be earned if performance is below threshold (25^th percentile among our Peer Group); 50% of the target shares will be earned if performance is at threshold; 100% of the target shares will be earned if performance is at target (50^th percentile among our Peer Group); and 272% of the target shares will be earned by the CEO and 200% of the target shares will be earned by the other NEOs if performance is at or above maximum (75^th percentile among our Peer Group); results will be interpolated for TSR results falling between threshold and target or between target and maximum. Dividends will be reinvested during the vesting period but will be paid at the end of the performance period only with respect to the shares actually earned based on performance.

The tables that follow this Compensation Discussion and Analysis set forth the compensation that our NEOs were paid in 2015. In certain cases, however, decisions regarding compensation for 2015 services performed by our NEOs were made in March 2016. In order to provide additional clarification on all compensation paid in consideration of 2015 performance, we are providing the following table. It should not be read as a replacement of the tables appearing following this Compensation Discussion and Analysis, but as a supplement thereto. The amounts reflected in this table include:

Name	Salary		Annual Bonus(a)		All Other Compensation(b)		Total Cash Compensation

William P. Hankowsky	$	705,000	$	1,919,363	$	20,901	$	2,645,264	137,226	12,029	13,855	14,852	3,734
George J. Alburger, Jr.	$	455,000	$	715,488	$	18,922	$	1,189,410	53,508	4,033	4,143	4,291	—
Michael T. Hagan	$	395,000	$	654,713	$	13,658	$	1,063,371	46,452	3,265	3,354	3,725	—
Herman C. Fala	$	370,000	$	613,275	$	7,358	$	990,633	43,512	—	3,352	3,489	—

(a): Consistent with a policy adopted by the Compensation Committee for all employees, our NEOs have the option of taking common shares in lieu of a cash bonus awarded to them at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. Messrs. Hankowsky, Alburger, Hagan and Fala exercised this option as to all or a portion of their entire annual bonuses and were awarded 8,578, 17,872, 14,339 and 10,553 common shares, respectively. Beginning with bonuses to be awarded in March 2017 for performance in 2016, this policy has been modified to limit to $50,000 the amount of an employee's bonus that is eligible for the 20% premium.
(b): Includes (i) $3,564, $6,858, $2,322 and $6,858 paid by the Company to purchase term life insurance policies for each of Messrs. Hankowsky, Alburger, Hagan and Fala; (ii) $500 paid to each NEO as a holiday bonus with the exception of Mr. Hankowsky; this amount is paid to each employee of the Company; (iii) $728 compensation for Mr. Alburger related to the grant of 20 common shares in recognition of his 20th anniversary of employment; and (iv) $17,337, $10,836 and $10,836 paid by the Company for dividends on restricted share awards for each of Messrs. Hankowsky, Alburger and Hagan.
(c): Includes dividends and multiplier on RSUs through March 16, 2016.

In 2015, we followed practices for the grant of share-based awards consistent with the manner in which we have historically granted such awards. Among other things, these practices encompass the following principles:

We have a management severance plan for a group of senior officers, including our NEOs. Various aspects of this plan are described under "Payments upon Termination Events, Including Following a Change of Control." The management severance plan provides for payments and other benefits to each of the NEOs if the executive's employment is terminated without cause or if the executive terminates employment for "good reason" within six months before or two years after a change of control.

Under Section 162(m) of the Code, a publicly-held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation made to the chief executive officer and certain other officers listed on the Summary Compensation Table. Our policy is to seek to preserve the federal income tax deductibility of compensation paid to our executives, and our annual bonus and equity awards have generally been structured to preserve deductibility under Section 162(m). Nevertheless, we retain the flexibility to authorize compensation that may not be deductible if it is in the best interests of our company. We believe that the compensation paid to our executives for 2015 was deductible.

Although our management severance plan previously provided for the payment to certain NEOs of a "gross-up" payment with respect to excise taxes and other taxes that might be payable as a result of payments under that plan, this feature of our plan was eliminated on September 30, 2015. As a result, no excise tax "gross-up" payments are payable to any of our officers.

Role of Executive Officers in Determining Executive Compensation for Named Executive Officers

In connection with our 2015 compensation, Pay Governance LLC provided data and Ms. Hosansky, the Company's Senior Vice President—Human Resources, provided general support to the Compensation Committee to assist it in determining compensation levels. Mr. Hankowsky made recommendations as to the other NEOs, but not as to his own compensation. While the Compensation Committee utilized this information, and valued Mr. Hankowsky's observations with regard to other NEOs, the ultimate decisions regarding executive compensation were made by the Compensation Committee.

Consistent with an emphasis on higher standards of corporate governance, we believe that the investment community values share ownership by senior management and that, by holding an equity position in the Trust, officers demonstrate their commitment to and belief in the long-term profitability of the Company. Accordingly, the Board believes that ownership of Company shares by officers should be encouraged, and has established ownership guidelines applicable to the Company's officers at the Senior Vice President level and above.

The policy states that each covered officer should seek to acquire and maintain a level of ownership of Company common shares (determined based on the fair market value of such shares from time to time as a multiple of the officer's base salary) as follows: Chief Executive Officer: 6x; Chief Financial Officer, Chief Investment Officer and General Counsel: 3x; and Senior Vice Presidents: 1x.

The policy stipulates that the covered officers should work toward achieving these levels of ownership with the objective of meeting the requirements within five years of becoming subject to these requirements. Once a covered officer has achieved the targeted level of share ownership, the policy states that he or she (i) should maintain at least that level of ownership for the duration of his or her tenure with the Company and (ii) should, within three-years after receiving an increase in salary or a promotion, seek to achieve the resulting greater target level of ownership. All senior officers are in compliance with this policy.

The policy recognizes the following sources of share ownership for purposes of determining whether the above ownership target is satisfied:

For purposes of determining whether the ownership target is satisfied, shares underlying outstanding options are not included.

The policy further mandates that until such time as a covered officer has attained the applicable target ownership level, he or she must retain common shares obtained as a result of a share award, unless the Board otherwise permits.

The Board believes that trustees should be shareholders and have a financial stake in the Company. In furtherance of this belief, non-management trustees are paid a portion of their annual fees in the Trust's common shares.

Additionally, the trustees are expected to own an amount of Company common shares equal in value to 6x the annual cash retainer paid to trustees. Our policy stipulates that the trustees should work toward achieving these levels of ownership with the objective of meeting the requirements within five years of becoming a trustee. All trustees are in compliance with this policy.

In addition to the components noted above, our compensation program may also include various benefits, such as health insurance plans and pension, profit sharing and retirement plans in which substantially all of the Company's employees participate. At the present time, the only plans in effect are health, dental, life and disability insurance plans, a 401(k) plan, a flexible spending insurance program, the generally applicable severance plan for all employees, an employee share purchase plan, other voluntary benefits programs and the severance plan for certain senior officers of the Company in the event of a change of control, as described under "Management Severance Plan."

The following table shows, for the years ended December 31, 2015, 2014 and 2013, the compensation paid or accrued by the Company and its subsidiaries, including the Operating Partnership, to our named executive officers.

Name and Principal Position		Salary		Bonus		Share Awards(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total

William P. Hankowsky	2015	$	705,000	$	—	$	1,276,498	$	564,000	$	1,527,143	$	328,415	$	4,401,056
President and Chief	2014	$	669,500	$	—	$	2,174,174	$	535,600	$	197,954	$	318,180	$	3,895,408
Executive Officer	2013	$	634,125	$	—	$	1,559,193	$	469,200	$	317,696	$	305,375	$	3,285,589
George J. Alburger, Jr.	2015	$	455,000	$	500	$	1,158,752	$	219,917	$	—	$	89,136	$	1,923,305
Executive Vice President.	2014	$	441,300	$	500	$	1,125,232	$	213,295	$	—	$	89,764	$	1,870,091
and Chief Financial Officer	2013	$	428,400	$	500	$	904,754	$	207,060	$	—	$	93,521	$	1,634,235
Michael T. Hagan	2015	$	395,000	$	500	$	1,053,581	$	190,917	$	—	$	72,066	$	1,712,064
Chief Investment Officer	2014	$	357,200	$	500	$	959,891	$	172,646	$	—	$	71,498	$	1,561,735
	2013	$	346,800	$	500	$	747,056	$	167,620	$	—	$	69,604	$	1,331,586
Herman C. Fala,	2015	$	370,000	$	500	$	842,709	$	178,833	$	200,000	$	40,464	$	1,632,506
General Counsel(5)	2014	$	357,000	$	500	$	489,102	$	172,550	$	165,243	$	20,142	$	1,204,537

A portion of the amounts shown in this column reflects the elections by Messrs. Hankowsky, Alburger, Hagan and Fala consistent with a policy adopted by the Company's Compensation Committee with respect to employee annual performance non-equity incentive compensation, which we sometimes refer to as annual bonus, to receive common shares in lieu of cash for all or part of their annual bonus compensation for 2015, 2014 or 2013. By making such elections, these individuals received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the "Bonus Value"). Each executive received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price of the common shares on the New York Stock Exchange on March 16, 2016 ($32.06) for bonuses included in 2015 compensation, March 16, 2015 ($35.18) for bonuses included in 2014 compensation or March 17, 2014 ($37.26) for bonuses included in 2013 compensation. Pursuant to these elections, Messrs. Hankowsky, Alburger, Hagan and Fala were awarded 8,578, 17,872, 14,339 and 10,553 common shares, respectively, as 2015 compensation, and 8,803, 8,339, 5,697 and 2,764 common shares, respectively, as 2014 compensation, and Messrs. Hankowsky, Alburger and Hagan were awarded 13,458, 10,361 and 7,235 common shares, respectively, as 2013 compensation. Dividends will be paid on the common shares issued pursuant to such awards. The contractual restrictions on sale related to such awards will expire on March 16, 2017 for the awards made as 2015 compensation and expired on

March 16, 2016 for the awards made as 2014 compensation and on March 17, 2015 for the awards made as 2013 compensation.

(2)

For information regarding the assumptions made in the valuations of these amounts, see Footnote 15 to the Company's financial statements for the year ended December 31, 2015 included in the Company's Annual Report on Form 10-K for that year.

(3)

This column shows amounts of annual performance non-equity incentive compensation for 2015, 2014 and 2013 taken by the named executive officers in cash.

(4)

Consists of:

•: amounts paid by the Company to purchase term life insurance policies as follows: $3,564, $6,858, $2,322 and $6,858 for Messrs. Hankowsky, Alburger, Hagan and Fala, respectively, for 2015; $3,564, $6,858, $2,322 and $6,286 for Messrs. Hankowsky, Alburger, Hagan and Fala, respectively, for 2014; and $3,564, $6,858 and $2,322 for Messrs. Hankowsky, Alburger and Hagan, respectively, for 2013.
•: dividends paid on unvested shares as follows: $17,337, $10,837 and $10,837 for Messrs. Hankowsky, Alburger and Hagan, respectively, for 2015; $15,297, $9,561 and $9,561 for Messrs. Hankowsky, Alburger and Hagan, respectively, for 2014.
•: unvested reinvested dividends paid on unvested restricted shares on retention awards as follows: $132,983 for Mr. Hankowsky for 2015; $127,801 for Mr. Hankowsky for 2014; and $140,257, $13,967 and $1,956 for Messrs. Hankowsky, Alburger and Hagan, respectively, for 2013;
•: unvested reinvested dividends paid on RSUs as follows: $174,531, $71,442, $58,908 and $33,606 for Messrs. Hankowsky, Alburger, Hagan and Fala, respectively, for 2015; $171,517, $73,344, $59,303 and $13,856 for Messrs. Hankowsky, Alburger, Hagan and Fala, respectively, for 2014; and $161,554, $72,696 and $58,611, for Messrs. Hankowsky, Alburger and Hagan, respectively, for 2013.

(5)

Mr. Fala joined the Company on January 1, 2014.

The following table summarizes plan based awards made to each of the named executive officers for 2015 under the Company's compensation plans:

												Grant Date Fair Value of Share and Option Awards(5)

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)
										Exercise or Base Price of Option Awards
	Grant Date(1)
Name	Grant Date(1)	Threshold		Target		Maximum
William P. Hankowsky	N/A	$	370,125	$	810,750	$	2,115,000	—	—		—		—
	3/16/2015		—					32,064	—		—	$	1,128,000
	3/16/2015		—		—		—	—	137,226	$	35.18	$	564,000
George J. Alburger, Jr.	N/A	$	193,375	$	386,750	$	773,500	—	—		—		—
	3/16/2015		—		—		—	12,502	—		—	$	439,833
	3/16/2015		—		—		—	—	53,508	$	35.18	$	219,917
Michael T. Hagan	N/A	$	167,875	$	335,750	$	671,500	—	—		—		—
	3/16/2015		—		—		—	10,854	—		—	$	381,833
	3/16/2015		—		—		—	—	46,452	$	35.18	$	190,917
Herman C. Fala	N/A	$	157,250	$	314,500	$	629,000	—	—		—		—
	3/16/2015		—		—		—	10,166	—		—	$	357,667
	3/16/2015		—		—		—	—	43,512	$	35.18	$	178,833

(1): March 16, 2015 represents the date on which the Board of Trustees (i) set the range of potential annual bonus awards for 2015 performance by named executive officers, and (ii) made Awards under the Executive Officer Plan to the named executive officers for 2014. These Awards were determined in reference to the performance measures established by the Board at its March 17, 2014 meeting. At the March 16, 2015 meeting, the Board also established the range of potential Awards under the Executive Officer Plan for 2015 performance.
(2): This award reflects the range of potential annual bonus available to be earned by the named executive officer for 2015. The actual amounts earned for 2015 pursuant to the annual bonus program are set forth in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation" (or, where the named executive officer chose to take all or a portion of his annual bonus in the form of restricted shares, under "Share Awards"), and are also set forth in the table below. Each named executive officer's annual bonus is a function of salary, with each named executive officer able to earn a specified target percentage of his salary (115% for chief executive officer and 85% for chief operating officer, chief financial officer, chief investment officer and chief legal officer), subject to adjustment based on performance. The base amount of the

The following table contains information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2015:

	Option Awards											Share Awards

	Number of Securities Underlying Unexercised Options																Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options														Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
															Market Value of Shares or Units That Have Not Vested(1)
												Number of Shares or Units That Have Not Vested
								Option Exercise Price		Option Expiration Date
Name	Exercisable		Unexercisable					Option Exercise Price		Option Expiration Date
William P. Hankowsky		14,982		—			—	$	48.54		3/16/2016		—			—		—			—
		18,926		—			—	$	49.74		3/19/2017		—			—		—			—
		106,391		—			—	$	32.71		3/16/2020		—			—		—			—
		68,668		—			—	$	33.77		2/28/2021		—			—		—			—
		70,122		—			—	$	34.56		3/16/2022		—			—		—			—
		32,269		32,270	(2)			$	39.59		3/18/2023
		26,126		104,508	(3)			$	37.26		3/17/2024		—			—		—			—
		—		137,226	(4)			$	35.18		3/16/2025		101,620	(5)	$	3,155,301		78,699	(9)	$	2,443,604
George J. Alburger, Jr.		6,269		—			—	$	48.54		3/16/2016		—			—		—			—
		8,011		—			—	$	49.74		3/19/2017		—			—		—			—
		76,720		—			—	$	31.20		3/28/2018		—			—		—			—
		52,477		—			—	$	32.71		3/16/2020		—			—		—			—
		31,609		—			—	$	33.77		2/28/2021		—			—		—			—
		30,945		—			—	$	34.56		3/16/2022		—			—		—			—
		14,240		14,241	(2)			$	39.59		3/18/2023		—			—		—			—
		10,404		41,619	(3)			$	37.26		3/17/2024		—			—		—			—
		—		53,508	(4)			$	35.18		3/16/2025		19,224	(6)	$	596,905		31,853	(10)	$	989,036
Michael T. Hagan		3,917		—			—	$	48.54		3/16/2016		—			—		—			—
		6,294		—			—	$	49.74		3/19/2017		—			—		—			—
		61,376		—			—	$	31.20		3/28/2018		—			—		—			—
		48,726		—			—	$	20.32		3/18/2019		—			—		—			—
		41,852		—			—	$	32.71		3/16/2020		—			—		—			—
		25,287		—			—	$	33.77		2/28/2021		—			—		—			—
		25,051		—			—	$	34.56		3/16/2022		—			—		—			—
		11,528		11,528	(2)		—	$	39.59		3/18/2023		—			—		—			—
		8,421		33,688	(3)			$	37.26		3/17/2024		—			—		—			—
		—		46,452	(4)			$	35.18		3/16/2025		15,532	(7)	$	482,269		26,549	(11)	$	824,346
Herman C. Fala		8,417		33,668	(3)		—	$	37.26		3/17/2024		—			—		—			—
		—		43,512	(4)		—	$	35.18		3/16/2025		4,083	(8)	$	126,777		19,145	(12)	$	594,452

(1)

Value is calculated by multiplying the number of shares subject to vesting by $31.05, the closing price of the common shares on the New York Stock Exchange on December 31, 2015.

(2)

Represents options granted on March 18, 2013 with respect to the fiscal year ended December 31, 2012. Such options became exercisable up to 20% after one year and 50% after two years, and will become exercisable up to 100% after three years.

(3)

Represents options granted on March 17, 2014 with respect to the fiscal year ended December 31, 2013. Such options became exercisable up to 20% after one year, and will become exercisable up to 50% after two years and 100% after three years.

(4)

Represents options granted on March 16, 2015 with respect to the fiscal year ended December 31, 2014. Such options will become exercisable up to 20% after one year, 50% after two years and 100% after three years.

(5)

These shares will vest as follows:

•

8,803 shares on March 16, 2016 (shares granted on March 16, 2015 pursuant to the Company's bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus); and

•

8,588 shares, being the unvested portion of an award of 10,735 shares granted on May 17, 2014, vesting in equal installments on the first five anniversaries of the date of grant.

Of the remaining shares, 70,739 will vest on March 16, 2017. These shares consist of 57,870 shares granted under the Share Incentive Plan as well as 12,869 shares accrued in connection with the Company's quarterly dividend since the date of grant. The purpose of the award is to act as an incentive that will both encourage the achievement of significant operational goals, as well as to enhance the Company's ability to retain Mr. Hankowsky's services. Dividends are paid on the full amount of the shares, without regard to vesting, from the date of grant, and are automatically reinvested, through the Company's Dividend Reinvestment and Share Purchase Plan, in common shares, which are subject to the restrictions described above.

Additionally, represents 13,490 earned RSUs. See footnote (9).

(6)

These shares will vest as follows:

•: 8,339 shares on March 16, 2016 (shares granted on March 16, 2015 pursuant to the Company's bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus); and
•: 5,368 shares, being the unvested portion of an award of 6,710 shares granted on May 17, 2014, vesting in equal installments on the first five anniversaries of the date of grant.

Additionally, represents 5,517 earned RSUs. See footnote (10).

(7)

These shares will vest as follows:

•: 5,697 shares on March 16, 2016 (shares granted on March 16, 2015 pursuant to the Company's bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus); and
•: 5,368 shares, being the unvested portion of an award of 6,710 shares granted on May 17, 2014, vesting in equal installments on the first five anniversaries of the date of grant.

Additionally, represents 4,467 earned RSUs. See footnote (11).

(8)

These shares will vest as follows:

•: 2,764 on March 16, 2016 (shares granted on March 16, 2015 pursuant to the Company's bonus program, under which the executive can elect to receive restricted common shares, subject to a one year vesting period, in lieu of a portion of his annual bonus).

Additionally, represents 1,319 earned RSUs. See footnote (12).

(9)

Represents 92,189 RSUs, including 24,271 granted on March 18, 2013, 27,791 granted on March 17, 2014 and 32,064 granted on March 16, 2015, as well as dividends of an aggregate of 8,063 shares accrued in connection with the Trust's quarterly dividends to shareholders since the date of grant, less 13,490 earned RSUs included in footnote (5). Each grant amount reflects the application of multipliers in subsequent years. 1,881 of these RSUs, consisting of dividends on the TSR Portion of the 2013 Award, were subsequently forfeited.

(10)

Represents 37,370 RSUs, including 10,460 granted on March 18, 2013, 11,068 granted on March 17, 2014 and 12,502 granted on March 16, 2015, as well as dividends of an aggregate of 3,340 shares accrued in connection with the Trust's quarterly dividends to shareholders since the date of grant, less 5,517 earned RSUs included in footnote (6). Each grant amount reflects the application of multipliers in subsequent years. 830 of these RSUs, consisting of dividends on the TSR Portion of the 2013 Award, were subsequently forfeited.

(11)

Represents 31,016 RSUs, including 8,468 granted on March 18, 2013, 8,959 granted on March 17, 2014 and 10,854 granted on March 16, 2015, as well as dividends of an aggregate of 2,735 shares accrued in connection with the Trust's quarterly dividends to shareholders since the date of grant, less 4,467 earned RSUs included in footnote (7). Each grant amount reflects the application of multipliers in subsequent years. 672 of these RSUs, consisting of dividends on the TSR Portion of the 2013 Award, were subsequently forfeited.

(12)

Represents 20,464 RSUs, including 8,953 granted on March 17, 2014 and 10,166 granted on March 16, 2015, as well as dividends of an aggregate of 1,345 shares accrued in connection with the Trust's quarterly dividends to shareholders since date of grant, less 1,319 earned RSUs included in footnote (8). Each grant amount reflects the application of multipliers in subsequent years.

The number of shares acquired and the value realized on vesting of share awards for each of the named executive officers during 2015 are set forth in the following table. During 2015, none of our named executive officers exercised any options.

The following table provides information regarding our compensation plans under which our equity securities are authorized for issuance. The information provided is as of December 31, 2015.

The Company has a management severance plan for a group of senior officers of the Company, including Messrs. Hankowsky, Alburger, Hagan and Fala. The management severance plan applies in the event of terminations following a change of control, as defined in the plan and described below. For other termination events, the named executive officers are covered by the Company's termination policies applicable generally to all employees.

The tables below reflect the amounts that would be payable to the NEOs upon various termination events, including pursuant to the management severance plan. These tables show the amount of compensation payable to each of the named executive officers in the event of termination of such executive's employment, in each of the following cases: termination by the Company not for Cause, retirement, in the event of death or disability and, as covered by the management severance plan, following a change of control. The amounts indicated are based on the assumption that the termination occurred as of December 31, 2015, on which date the closing price of the common shares on the New York Stock Exchange was $31.05. Actual amounts payable would vary based on the date of the NEO's termination and can only be finally determined at that time.

If the employment of an NEO is terminated by the Company not for cause (including such a termination in connection with a change of control), he is entitled to receive the following amounts consistent with our policies for all employees:

Under the terms of the agreements pursuant to which the NEOs have been granted their options, restricted shares and restricted share units, the vesting of unvested options, restricted shares or restricted share units at the retirement of the named executive officer is generally based upon a sliding scale taking into account the NEO's age and length of service to the Company. The following table illustrates this scale:

Age		Amount to Vest

55 - 56	10	Options and restricted shares that would have vested in accordance with their terms during the 12 month period after the named executive officer's retirement shall vest as of the date of retirement
57 - 58	8	Options and restricted shares that would have vested in accordance with their terms during the 24 month period after the named executive officer's retirement shall vest as of the date of retirement
59 - 60	6	Options that would have vested in accordance with their terms during the 24 month period after the named executive officer's retirement shall vest as of the date of retirement; restricted shares that would have vested in accordance with their terms during the 36 month period after the named executive officer's retirement shall vest as of the date of retirement
61 - 62	4	Options and restricted shares that would have vested in accordance with their terms during the 48 month period after the named executive officer's retirement shall vest as of the date of retirement
63 - 64	2	Options and restricted shares that would have vested in accordance with their terms during the 60 month period after the named executive officer's retirement shall vest as of the date of retirement
65 or more	—	All options and restricted shares not vested at the date of retirement shall vest as of the date of retirement

In each case above, all unvested RSUs as of the date of retirement will remain eligible to be earned and vested in accordance with the applicable grant documents for the period of time after retirement as stated in each case above, notwithstanding that the NEO is no longer employed by the Company.

As of December 31, 2015, the NEOs were the following ages and had the following years of service to the Company:

The options that become exercisable upon retirement, along with any other options that were already exercisable on the date of retirement, may be exercised until the date that is 36 months after the date of retirement.

In the event of the death or disability of an NEO, all unvested options and restricted shares owned by the named executive officers will vest immediately, and all unvested restricted share units will remain eligible to be earned and vested in accordance with applicable grant documents, notwithstanding that the NEO is no longer employed by the Company. In the case of options, the options will remain exercisable until the date that is 36 months after the date of termination of the named executive officer's employment with the Company due to his death or disability. Upon death or disability an NEO or his representatives are also entitled to receive unused vacation pay.

Pursuant to the management severance plan, if within six months prior to a change of control or two years following a change of control an executive's employment is terminated by the Company (other than termination for cause) or the executive terminates his employment in certain circumstances defined in the agreement which constitute "good reason":

Pursuant to Section 16(a) of the Exchange Act, the Company's executive officers and trustees, and persons beneficially owning more than 10% of the common shares, are required to file with the Securities and Exchange Commission reports of their initial ownership and changes in ownership of common shares. The Company believes that during 2015, its executive officers and trustees who were required to file reports under Section 16(a) complied with such requirements in all material respects.

The following table shows the compensation paid to the members of the Trust's Board of Trustees for the year ended December 31, 2015.

Name	Fees Earned or Paid in Cash		Share Awards(1)(2)(3)			Total

Frederick F. Buchholz	$	74,000	$	87,500	—	$	161,500
Thomas C. DeLoach, Jr.	$	79,000	$	87,500	—	$	166,500
Katherine Elizabeth Dietze	$	66,000	$	87,500	—	$	153,500
Antonio F. Fernandez	$	70,000	$	87,500	—	$	157,500
Daniel P. Garton	$	114,500	$	87,500	—	$	202,000
M. Leanne Lachman	$	73,000	$	87,500	—	$	160,500
David L. Lingerfelt	$	78,000	$	87,500	—	$	165,500
Fredric J. Tomczyk	$	71,000	$	87,500	—	$	158,500

(1): The aggregate numbers of shares issuable upon the exercise of options to purchase shares for the trustees outstanding as of December 31, 2015 are as follows: Mr. Buchholz (options to purchase 48,500 shares); Mr. DeLoach (options to purchase 38,500 shares); Ms. Dietze (options to purchase 23,500 shares); Mr. Garton (options to purchase 48,500 shares); Ms. Lachman (options to purchase 48,500 shares); and Mr. Lingerfelt (options to purchase 48,500 shares).
(2): The grant date fair values of the share awards and restricted share awards made to each of the non-employee trustees in 2015 were $35.18.
(3): A portion of the 2015 share awards in the aggregate grant date fair value of $45,500 will vest over a three-year period as follows: 20% on March 16, 2016; 30% on March 16, 2017; and the remaining 50% on March 16, 2018.

PROPOSAL 3—RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP has audited the Trust's financial statements since the Trust's inception. The Audit Committee of the Board of Trustees has selected Ernst & Young LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2016.

Representatives of Ernst & Young LLP are expected to be present at the Meeting. They will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Ernst & Young was the Trust's independent registered public accounting firm for the fiscal years ended December 31, 2015 and 2014.

Audit Fees. Fees for audit services rendered to the Trust and the Operating Partnership by Ernst & Young LLP for the fiscal years ended December 31, 2015 and 2014 were $1,227,800 and $985,300, respectively. These services included (i) the audit of the Trust's and the Operating Partnership's annual financial statements and internal control over financial reporting, (ii) the reviews of the financial statements included in the Trust's and the Operating Partnership's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30 and (iii) consents on the Trust's and the Operating Partnership's Forms S-3 and S-8.

Audit-Related Fees. Fees for audit-related services that were reasonably related to the performance of the 2015 and 2014 audits or reviews of the financial statements of the Trust and the Operating Partnership and are not reported under the preceding paragraph totaled $3,000 and $203,000, respectively. These fees were for attest services relating to required reporting to the United States Environmental Protection Agency, and accounting and due diligence related to the 2013 acquisition of the Cabot portfolio.

Tax Fees. Fees billed to the Trust and the Operating Partnership by Ernst & Young LLP during 2015 and 2014 for professional services rendered for tax compliance, tax advice and tax planning totaled $192,275 and $234,219, respectively.

All Other Fees. All other fees billed to the Trust and the Operating Partnership by Ernst & Young LLP during 2015 and 2014 were for audit and tax services on certain unconsolidated joint ventures during 2015 and 2014 equaling $560,200 and $308,257, respectively. These fees were paid by the respective joint venture partnerships.

All audit, audit-related and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm's independence in the conduct of its auditing functions. The Audit and Non-Audit Services Pre-Approval Policy provides for (i) general pre-approval of certain specified services and (ii) specific pre-approval of all other permitted services, as well as proposed services exceeding pre-approved cost levels. The policy authorizes the Audit Committee to delegate pre-approval authority with respect to permitted services to one or more of its members.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the Securities and Exchange Commission's rules on auditor independence. The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Trust's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Trust's ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is necessarily determinative.

Shareholder ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm is not required by the Trust's Bylaws or any other applicable legal requirement. However, the Board of Trustees is submitting the selection of Ernst & Young LLP to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee and the Board of Trustees will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board of Trustees at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Trust and the shareholders.

The Audit Committee has considered whether Ernst & Young LLP's provision of services other than professional services rendered for the audit and review of the Trust's annual financial statements is compatible with maintaining Ernst & Young LLP's independence, and has determined that it is so compatible.

The Board of Trustees recommends a vote FOR ratification of Ernst & Young LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2016. Ratification requires the affirmative vote of a majority of all the votes cast at the Meeting.

Our Codes of Conduct for Trustees and for named executive officers mandate that officers and trustees bring promptly to the attention of our General Counsel any transaction or series of transactions that may result in a conflict of interest between that person and the Trust. Following any disclosure, our General Counsel will then review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or trustee in question. After this review, the Chairman of the Audit Committee and the General Counsel determine whether the matter should be brought to the Audit Committee or the full Board of Trustees for approval. In considering any such transaction, the Audit Committee or the Board of Trustees, as the case may be, will consider various relevant factors, including, among others, the reasoning for the Trust to engage in the transaction, whether the terms of the transaction are arm's length and the overall fairness of the transaction to the Trust. If a member of the Audit Committee or the Board is involved in the transaction, he or she will not participate in any of the discussions or decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.

The Audit Committee oversees the Trust's financial reporting process on behalf of the Board of Trustees. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Committee is responsible for oversight of this function. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements and management's assessment of internal control over financial reporting in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements in accordance with U.S. generally accepted accounting principles, the firm's judgments as to the quality, not just the acceptability, of the Trust's accounting principles and such other matters as are required to be discussed with the Committee under the standards of the Public Company Accounting Oversight Board, including those required to be discussed with the Committee by Auditing Standard No. 16 adopted by the Public Company Accounting Oversight Board. The Committee has discussed with the independent registered public accounting firm the firm's independence from management and the Trust, including the matters in the written disclosures required by Independence Rule No. 3526, and has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Rule No. 3526. In addition, the Committee has considered the effect of the independent registered public accounting firm's provision of non-audit services on the audit and considers such services compatible with the independent registered public accounting firm's maintenance of independence.

The Committee discussed with the Trust's internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Committee pre-approved all audit and non-audit services provided by the independent registered public accounting firm in accordance with the Audit and Non-Audit Services Pre-Approval Policy adopted by the Committee. The Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Trust's internal controls, and the overall quality of the Trust's financial reporting.

The Committee also approves the compensation and annual selection of the independent registered public accounting firm, and is involved in the selection of the accounting firm's lead engagement partner on the Company's account.

During 2015, management completed the documentation, testing and evaluation of the Trust's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Committee received periodic updates provided by management and Ernst & Young LLP at each regularly scheduled Committee meeting. At the conclusion of the process, management provided the Committee with a report on the effectiveness of the Trust's internal control over financial reporting. The Committee also reviewed the report of management contained in the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission, as well as Ernst & Young LLP's Reports of Independent Registered Public Accounting Firm (included in the Trust's Annual Report on Form 10-K) and reports related to its audits of the consolidated financial statements and the effectiveness of internal control over financial reporting. The Committee continues to oversee the Trust's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2016.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Trustees (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the Securities and Exchange Commission.

Daniel P. Garton (Chair)
Frederick F. Buchholz
Katherine Elizabeth Dietze
M. Leanne Lachman
Fredric J. Tomczyk

The Report of the Audit Committee shall not be deemed incorporated by reference by any general statement that incorporates by reference any portion of this proxy statement into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent that the Trust specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Corporate Governance and Nominating Committee meets to address matters regarding corporate governance and makes recommendations to the Board regarding nominees for positions on the Board.

The Corporate Governance and Nominating Committee has developed and the Board has adopted the Trust's corporate governance guidelines, which are posted under the "Investors" section of the Trust's web site at www.libertyproperty.com. Copies are also available without charge at the written request of any shareholder of the Trust. Such requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

David L. Lingerfelt (Chair)
Thomas C. DeLoach, Jr.
Katherine Elizabeth Dietze
Antonio F. Fernandez
M. Leanne Lachman

The Report of the Corporate Governance and Nominating Committee shall not be deemed incorporated by reference by any general statement that incorporates by reference any portion of this proxy statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Trust specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Compensation Committee oversees the Trust's executive compensation process on behalf of the Board of Trustees. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the Compensation Discussion and Analysis.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Trustees (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement.

Thomas C. DeLoach, Jr. (Chair)
Frederick F. Buchholz
Antonio F. Fernandez
David L. Lingerfelt
Fredric J. Tomczyk

None of the members of the Compensation Committee was an officer or employee of the Trust or its subsidiaries during 2015, was formerly an officer of the Trust or its subsidiaries, or had any relationship with the Trust since the beginning of 2015 that requires disclosure under applicable Securities and Exchange Commission regulations.

The Board's role in the Trust's risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Trust, including operational, financial, legal and regulatory and strategic risks. The Board also works to oversee risk through its consideration and authorization of significant matters, such as major strategic, operational and financial initiatives and its oversight of management's implementation of those initiatives.

In particular, the Audit Committee is tasked pursuant to its charter to "discuss with management the Company's major policies with respect to risk assessment and risk management." As appropriate, the Chair of the Audit Committee reports to the full Board on the activities of the Audit Committee in this regard, allowing the Audit Committee and the full Board to coordinate their risk oversight activities.

In its risk oversight capacity, the Board and the Audit Committee engage in various practices, including, without limitation:

The Audit Committee is specifically responsible for discussing the guidelines and policies that govern the process by which the Trust's exposure to risk is assessed by management. As part of this process, the Audit Committee regularly assesses risks faced by the Trust in a manner designed to identify and analyze risks to achieving the Trust's business objectives. The results of these risk assessments are then discussed with management. In addition, as one component of the Trust's anti-fraud program, the Trust, under the supervision of the Audit Committee, established a hotline available to all employees for the anonymous and confidential submission of complaints relating to any matter to encourage employees to report questionable activities directly to our senior management and the Audit Committee.

Our Compensation Committee has considered the concept of risk as it relates to our compensation program. While behavior that may result in inappropriate risk taking cannot necessarily be prevented by the structure of compensation practices, we believe that our compensation policies or practices do not create risks that are reasonably likely to have a material adverse effect on us. In our

"Compensation Discussion and Analysis," we discuss in general the compensation policies and practices that are applicable to our named executive officers. We believe that because these policies and practices, as well as the policy and practices utilized with respect to our more senior employees, incorporate variable compensation elements that focus on our overall financial performance, our individual employees are incentivized to act in furtherance of our overall corporate goals. We also have in place various operational controls, such as senior management review of significant leases and contracts, that we believe would aid in preventing the implementation of risky business arrangements.

Compensation to our executive officers and senior employees is comprised of both fixed and incentive-based elements. The fixed compensation (i.e., regular salary) provides reliable, foreseeable income that mitigates the focus of our employees on the immediate financial performance of our company or its stock price, encouraging them to make decisions in our best long-term interests. The incentive components are designed to be sensitive to both our short- and long-term performance and stock price. In combination, we believe that our compensation structures do not encourage our officers and employees to take unnecessary or excessive risks in performing their duties. Contributing to this belief is the fact that our compensation structure has been structured substantially as it is now for a number of years, with occasional minor modifications to conform to changing industry-wide best practices, and we have seen no evidence that it encourages unnecessary or excessive risk taking.

The Board, guided by the Corporate Governance and Nominating Committee, periodically monitors best practices in corporate governance, and as appropriate, considers and implements changes to the Trust's governance structure in order to reflect these best practices. As discussed below, in early 2014 this led to the Board electing a Lead Independent Trustee to supplement the leadership of the Board.

Since the Trust's inception, it has had a board leadership structure under which the Chief Executive Officer also serves as Chairman of the Board. The Trust believes that it has been well-served by this structure and that the structure facilitates strong, clear and cohesive leadership, with a single person setting the tone and having the ultimate responsibility for all of the Trust's operating and strategic functions, thus providing unified leadership and direction for the Board and executive management.

Currently, Mr. Hankowsky serves in these dual capacities, as he has since June 2003, when he was named Chairman in addition to his role as Chief Executive Officer, which he has held since January 2003. While the Board does not believe that the roles of Chairman and Chief Executive Officer must always be combined, and reserves the right to reconsider the issue as it deems appropriate, it intends to continue the current arrangement for the foreseeable future.

Early in 2014, the Board, guided by the Corporate Governance and Nominating Committee, determined that it was in the best interests of the Trust and the shareholders for the Board to name a Lead Independent Trustee and, on March 26, 2014, elected Daniel P. Garton to fulfill that role. The Board believes that a Lead Independent Trustee will help to facilitate active and effective oversight by the independent trustees of the Trust's operations and strategic initiatives, including the risks that may be attendant thereto. As set forth in the Trust's corporate governance guidelines, the specific responsibilities of the Lead Independent Trustee include:

Our Board is comprised of eight independent trustees and Mr. Hankowsky. Each of the trustees is a sophisticated and seasoned business person experienced in board processes and knowledgeable regarding matters of corporate governance, and has substantial leadership experience in his or her field.

For additional information about the backgrounds and qualifications of our directors, see "Proposal 1—Election of Trustees and Continuing Trustees."

The Board has conducted a review of the independence of the trustees under the standards for independence established by the New York Stock Exchange. During this review, the Board considered any transactions and relationships between a trustee or member of that trustee's immediate family and the Trust and its subsidiaries and affiliates. The Board also examined any transactions and relationships between trustees or their affiliates and members of the Trust's senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the trustee is independent. Taking into account the review, the Board has determined that each of the trustees, other than Mr. Hankowsky, meets these standards, and is independent.

In connection with the Board's annual affirmative determination as to the independence of the members of the Board, the Board considered the following matters: Trustee Katherine E. Dietze sits on the Board of Directors of Cowen Group, Inc., whose analysts cover the Company. Ms Dietze has no role in or influence over the analyst reports of Cowen Group, Inc. Ms. Dietze's husband is the Chief Investment Officer of Travelers Insurance, which from time to time has held debt and equity securities of the Company. Trustee Fredric J. Tomczyk is the President and CEO of TD Ameritrade Holdings Corporation. TD Bank, which owns 41% of TD Ameritrade Holdings Corporation, is one of the 15 participant lenders in Liberty's unsecured line of credit. Mr. Tomczyk is not an officer, director or shareholder of TD Bank and is not involved in its management or in its lending decisions. During 2015, the Company sold 22 properties and 3.1 acres of land for $110.3 million to a firm in which the brother of Trustee David L. Lingerfelt has an equity interest. Mr. Lingerfelt's brother is not involved in the management of the purchasing firm. The price was determined by management after these properties were directly marketed to a select group of private equity investors with guidance as to the Company's valuation considerations. Mr. Lingerfelt does not have an ownership interest in the purchasing entity and was excluded from board deliberations pertaining to this sale. The Committee determined that the above circumstances do not cause Ms. Dietze, Mr. Tomczyk or Mr. Lingerfelt to fail any of the tests for independence as set forth in Rule 303A.02(b) of the New York Stock Exchange Listed Company Manual, and they did not constitute a material relationship.

The Trust has a code of conduct for its chief executive officer and senior financial officers, including the Trust's principal financial officer and our principal accounting officer or controller within the meaning of the Securities and Exchange Commission regulations adopted under the Sarbanes-Oxley Act of 2002. The code of conduct is posted under the "Investors" section of the Trust's web site at www.libertyproperty.com.

In addition, shareholders may request a copy of the code of conduct by directing a written request to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

The Trust encourages all of the trustees to attend the annual meeting of shareholders. The 2015 Annual Meeting of Shareholders was attended by all of the trustees.

The Trust provides the opportunity for shareholders to communicate with the members of the Board. In this regard, the Board of Trustees has also adopted a process by which shareholders and other interested parties may communicate with the independent trustees or the chairperson of any of the committees of the Board of Trustees by e-mail or regular mail. Communications by e-mail should be sent to hfala@libertyproperty.com. Communications by regular mail should be sent to the attention of the Chairperson, Audit Committee; Chairperson, Compensation Committee; or Chairperson, Corporate Governance and Nominating Committee; or to the independent trustees as a group to the Lead Independent Trustee, c/o the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement.

All communications received in accordance with this process will be reviewed by the Trust's management to determine whether the communication requires immediate action. Management will pass on all communications received, or a summary of such communications, to the appropriate trustee or trustees. However, management reserves the right, with the concurrence of the Lead Independent Trustee, to disregard any communication that it determines to be unduly hostile, threatening, illegal, not reasonably to relate to the Trust or its business, or to be otherwise inappropriate, and has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Shareholder nominations for election to the Board of Trustees should be sent to the attention of the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement, describe the nominee's qualifications and be accompanied by the nominee's written statement of willingness and affirmative desire to serve representing the interest of all shareholders. Shareholders may also make nominations directly by following the procedure specified in the Trust's By-laws.

Nominees proposed by shareholders will be considered using the same criteria and in the same manner utilized by the Corporate Governance and Nominating Committee of the Board of Trustees in considering all nominees for election to the Board. See "Committees of the Board of Trustees—Corporate Governance and Nominating Committee."

The Board has scheduled executive sessions of the Board of Trustees, attended by only the independent trustees, for each Board meeting. The Lead Independent Trustee presides over these sessions.

All proposals of any shareholder of the Trust that such shareholder wishes to be presented at the 2017 Annual Meeting of Shareholders and included in the proxy statement and form of proxy prepared for that meeting must be received by the Trust at its principal executive offices no later than December 2, 2016 to be considered for inclusion in such proxy statement and form of proxy. Any such proposal must be submitted in writing to the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement. A proposal which does not comply with the applicable requirements of Rule 14a-8 under the Exchange Act will not be included in management's proxy soliciting material for the 2017 Annual Meeting of Shareholders.

A shareholder of the Trust may wish to have a proposal presented at the 2017 Annual Meeting of Shareholders, but not to have such proposal included in the Trust's proxy statement and form of proxy relating to that meeting. Pursuant to Section 13(a)(2) of the Trust's By-laws, notice of any such

proposal must be received by the Trust between February 11, 2017 and March 13, 2017. If it is not received during this period, such proposal shall be deemed "untimely" for purposes of Rule 14a-4(c) under the Exchange Act, and, therefore, the proxies will have the right to exercise discretionary voting authority with respect to such proposal. Any such proposal must be submitted in writing to the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement.

The cost of the solicitation of proxies will be borne by the Trust. In addition to the use of the mail, solicitations may be made by telephone and personal interviews by officers, trustees and regularly engaged employees of the Trust. The Trust may engage a proxy solicitor to distribute the Trust's shareholder materials and solicit proxies. The Trust may agree to pay a fee for such services and to reimburse the solicitor for all reasonable disbursements. Any such fee is estimated to be approximately $15,000. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward this proxy statement to the beneficial owners of the shares held of record by such persons, and the Trust will reimburse them for their charges and expenses in this connection.

The Trust will provide without charge to each person solicited by this proxy statement, at the written request of any such person, a copy of the Trust's Annual Report on Form 10-K (including the financial statements and the schedules thereto) as filed with the Securities and Exchange Commission for its most recent fiscal year. Such written requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

Certain banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of this proxy statement and the Trust's 2015 Annual Report on Form 10-K may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report for other shareholders in your household, either now or in the future, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee.

Upon written or oral request to Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement, or via telephone to the Investor Relations department at 610-648-1710, the Trust will promptly provide separate copies of the 2015 Annual Report on Form 10-K and/or this proxy statement. Shareholders sharing an address who are receiving multiple copies of this proxy statement and/or the 2015 Annual Report on Form 10-K and who wish to receive a single copy of these materials in the future will need to contact their bank, broker, broker-dealer or other similar organization serving as their nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.

The undersigned shareholder of LIBERTY PROPERTY TRUST (the "Trust") hereby appoints William P. Hankowsky and Herman C. Fala, and each of them acting individually, as the attorney and proxy of the undersigned, with the powers the undersigned would possess if personally present, and with full power of substitution, to vote all shares of beneficial interest of the Trust which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders of the Trust to be held on May 12, 2016, at 11:00 a.m., local time, at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103, and any adjournment or postponement thereof, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side. The Board of Trustees recommends a vote FOR all of the nominees of the Board of Trustees in the election of trustees, FOR approval of the advisory vote to approve the compensation of the Trust's named executive officers and FOR ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2016.

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted "FOR" all of the nominees of the Board of Trustees in the election of trustees, "FOR" approval of the advisory vote to approve the compensation of the Trust's named executive officers and "FOR" ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2016. This proxy also delegates discretionary authority to vote with respect to any other business that may properly come before the meeting or any adjournment or postponement thereof.

Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting of Shareholders to be Held on May 12, 2016

This proxy statement and our 2015 annual report to shareholders are available at www.libertyproperty.com in the "Investor Relations" section.

The undersigned hereby acknowledges receipt of the notice of annual meeting, the proxy statement furnished in connection therewith and the annual report to shareholders and hereby ratifies all that the said attorneys and proxies may do by virtue hereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

Type of Compensation		Objectives Addressed

Salary		Competitive Compensation
Bonus		Performance Incentives Competitive Compensation Retention Incentives
Long-Term Incentive Compensation—Restricted Share Awards and Restricted Stock Units		Performance Incentives Stakeholder Incentives Competitive Compensation Retention Incentives


Alexandria Real Estate Equities, Inc.		First Potomac Realty Trust
Boston Properties, Inc.		Highwoods Properties, Inc.
Brandywine Realty Trust		Mack-Cali Realty Corporation
Equity Commonwealth		ProLogis
Corporate Office Properties Trust		PS Business Parks, Inc.
DCT Industrial Trust		SL Green Realty Corp.
Douglas Emmett, Inc.		STAG Industrial, Inc.
Duke Realty Corporation		Vornado Realty Trust
EastGroup Properties, Inc.		Washington Real Estate Investment Trust
First Industrial Realty Trust, Inc.

	2013										2014					2015

	FFO Portion					TSR Portion					FFO Portion					FFO Portion
	Share Target		Shares Earned			Share Target		Shares Earned			Share Target		Shares Earned			Share Target		Shares Earned
Year 1		3,950		5,309	(1)							4,792		3,833	(2)		5,344		14,536	(3)
Year 2		3,950		3,160	(2)							4,792		13,034	(3)
Year 3		3,951		10,747	(3)		11,851		0	(3)

	2013										2014					2015

	FFO Portion					TSR Portion					FFO Portion					FFO Portion
	Share Target		Shares Earned			Share Target		Shares Earned			Share Target		Shares Earned			Share Target		Shares Earned
Year 1		1,743		2,092	(1)							1,908		1,527	(2)		2,084		4,168	(3)
Year 2		1,743		1,394	(2)							1,908		3,816	(3)
Year 3		1,744		3,488	(3)		5,230		0	(3)

Name	2015 Salary		2016 Salary

William P. Hankowsky	$	705,000	$	730,000
George J. Alburger, Jr.	$	455,000	$	470,000
Michael T. Hagan	$	395,000	$	407,000
Herman C. Fala	$	370,000	$	382,000

	Bonus as a % of Base Salary

	CEO			Other NEOs
Threshold(1)		52.5	%		42.5	%
Target		115	%		85	%
Maximum		300	%		170	%

Performance Measure

FFO/Share	60	%
Same Store NOI Growth	10	%
Corporate MBOs	10	%
Individual Performance	20	%

Name

William P. Hankowsky	19,127	35,521
George J. Alburger, Jr.	7,440	13,817
Michael T. Hagan	6,443	11,965
Herman C. Fala	6,047	11,230

Name

William P. Hankowsky	32,064	(9,158	)
George J. Alburger, Jr.	12,502	(4,000	)
Michael T. Hagan	10,854	(3,238	)
Herman C. Fala	10,166	(309	)

	Share Awards

Name	Number of Shares Acquired on Vesting		Value Realized on Vesting
William P. Hankowsky		41,009	$	1,447,682
George J. Alburger, Jr.		22,617	$	799,420
Michael T. Hagan		17,412	$	615,289
Herman C. Fala		—		—

Plan Category		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Equity Compensation Plans Approved by Security Holders	2,609,509	$	36.08	5,574,605
Equity Compensation Plans Not Approved by Security Holders	—		—	—

Total	2,609,509	$	36.08	5,574,605

	Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Six Months Before or Two Years Following a Change of Control

Cash Severance	$	636,830	$	173,538	$	173,538	$	4,598,534
Value of Accelerated Share-Based Awards		—		273,333		540,000		5,598,815

Total	$	636,830	$	446,871	$	713,538	$	10,197,349

	Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Six Months Before or Two Years Following a Change of Control

Cash Severance	$	633,178	$	242,375	$	242,375	$	2,577,890
Value of Accelerated Share-Based Awards		—		425,593		425,593		1,585,938

Total	$	633,178	$	667,968	$	667,968	$	4,163,828

	Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Six Months Before or Two Years Following a Change of Control

Cash Severance	$	649,514	$	252,192	$	252,192	$	1,514.061
Value of Accelerated Share-Based Awards		—		260,225		343,559		1,306,604

Total	$	649,514	$	512,417	$	595,751	$	2,820,665


		SEE REVERSE SIDE


		FOR o		AGAINST o		ABSTAIN o


		FOR o		AGAINST o		ABSTAIN o


			MARK HERE
			FOR ADDRESS		o
			CHANGE AND
			NOTE AT LEFT

	Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Six Months Before or Two Years Following a Change of Control

Cash Severance	$	92,132	$	34,154	$	34,154	$	1,409,870
Value of Accelerated Share-Based Awards		—		85,822		85,822		721,220

Total	$	92,132	$	119,976	$	119,976	$	2,131,090


Nominees:	(01) Frederick F. Buchholz, (02) Thomas C. DeLoach, Jr., (03) Katherine E. Dietze, (04) Antonio F. Fernandez, (05) Daniel P. Garton, (06) William P. Hankowsky, (07) M. Leanne Lachman, (08) David L. Lingerfelt and (09) Fredric J. Tomczyk
	FOR o	WITHHELD o



	FOR ALL NOMINEES, EXCEPT AS NOTED ABOVE.