Mack-Cali Realty Corp. said Wednesday it is planning to form a committee of independent directors to review its strategic options, including a possible sale of the company.
The board expects to form the committee following the company’s upcoming annual meeting of stockholders scheduled for June 12.
The Mack-Cali board also intends to extend to MaryAnne Gilmartin and Frederic Cumenal an offer to join the board immediately following the annual meeting. If Gilmartin and Cumenal accept the company’s offer to join the board, the board also intends to appoint at least one of them to the Strategic Review Committee.
Mack-Cali has tried to reach an agreement with investment firm Bow Street LLC, but has not been able to reach a fair settlement, it said.
Bow Street was also unwilling to agree to a meaningful standstill and demanded expense reimbursement of up to $2 million, which the company believes is vastly in excess of any reasonable amount.
“It is unfortunate that the Company has been unable to reach a constructive resolution of Bow Street’s lengthy and distracting proxy contest. However, the initiatives announced today will allow the Company to be responsive to the wishes of our stockholders without agreeing to Bow Street’s unreasonable demands, which would be detrimental to all other Mack-Cali stockholders,” said Michael DeMarco, chief executive officer of Mack-Cali.
Investment firm Bow Street, which beneficially owns approximately 4.5 percent of the outstanding shares of common stock of Mack-Cali Realty Corp., on May 1 filed a definitive proxy statement with the Securities and Exchange Commission for the election of four independent director nominees to the real estate company’s board of directors. Earlier Wednesday, Bow Street announced it had issued a letter to shareholders highlighting, again, what the company characterized as the need for fresh perspectives and independent oversight in the Mack-Cali boardroom.