Mack-Cali Realty Corp. on Monday released a press statement regarding “the false and misleading claims included in the press release issued by Bow Street on March 31, 2020,” Bow Street is a 4.5 percent shareholder in the company and the two have been battling a proxy fight for quite some time. Mack-Cali believes Bow Street has been attempting to take control of the real estate company to pursue its own agenda.
On Monday, Bow Street issued its own release to “refute Mack-Cali’s false claims,” with a letter it sent to the REIT on March 27 asking for the inclusion of independent directors Alan Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz – who were elected in 2019 – on the company’s 2020 proxy card and offered to remove these directors from Bow Street’s 2020 slate.
Bow Street says this offer was flatly rejected by Mack-Cali in a press release dated March 30, 2020.
Akiva Katz and Howard Shainker, managing partners of Bow Street said, “We are releasing this letter today because shareholders deserve to know the truth. As documented by the letter we sent Mr. Bernikow, our only intention is to ensure that the 2019 elected directors be fairly re-nominated. To be clear, the 2019 elected directors are all independent-minded, independent of Bow Street and have long, distinguished careers serving as strong fiduciaries and shareholder advocates. From our perspective, the proxy card on which they appear is a mere formality.”
Mack-Cali says is now setting the record straight and that it did not include the four nominees who served on the board – Batkin, Cumenal, Gilmartin and Lietz –, because those directors engaged in discussions with Bow Street regarding joining its slate of nominees for election at the annual meeting, and ultimately agreed to join Bow Street’s new 2020 proxy contest to gain control of the board by seeking eight seats on the board, the removal of Mack-Cali’s CEO, and to force a “fire-sale” of the company.
Mack-Cali says it was not until Bow Street delivered its notice of director nominations on March 12, 2020 that it and the board became aware that the Bow Street nominees had decided to join Bow Street’s slate. As a result, the board had no choice but to withdraw its invitation to join the company’s slate of nominees and replace the Bow Street nominees with a new slate of nominees.
Bow Street’s Katz and Shainker stated that the letter they sent was only intended to ensure that the 2019 Elected Directors be fairly re-nominated.
“Given the chicanery displayed by Mack-Cali the morning of last year’s Annual Meeting – when it forced four directors off of its Board to ensure that Chairman William Mack retained his board seat (in stark contrast to shareholders’ demands as illustrated by his 15 percent vote total) – our intention was to prevent such deceitful gamesmanship from occurring once again.”
The Nominating and Corporate Governance Committee has engaged Ferguson Partners to conduct a search for well-qualified, independent candidates for the company’s slate of nominees for election at the annual meeting.
Editor’s Note: This article was updated on April 7, 2020 at 12:43 p.m. EST to provide clarity to the first paragraph as to what Mack-Cali’s press release on April 6 was in response to. It was updated again on April 8, 2020 at 7:05 a.m. EST to add that Bow Street sent a letter to Mack Cali with the only intent of ensuring a fair Board nomination process.