Mack-Cali Realty Corp. on Friday said, that based on the guidance of shareholders, the company has modified its slate of candidates standing for election to the board of directors at the company’s annual meeting of stockholders, scheduled for June 10, 2020.
The company’s slate now includes eight nominees—only three of whom have previously served on the Mack-Cali board. Additionally, each of the Mack-Cali board’s incumbent director nominees – Lisa Myers, Laura Pomerantz and Rebecca Robertson – was elected in the last four years.
The company’s chief executive officer Michael DeMarco, Alan Bernikow, and Dr. Irvin Reid – each of whom is an incumbent Mack-Cali director – will not seek reelection at the 2020 Annual Meeting.
DeMarco will remain as the company’s CEO.
The current Mack-Cali Board chair, governance committee chair and audit committee chair are not standing for election, ensuring significant change in the board’s leadership.
“Mack-Cali is open-minded and responsive to feedback, and this new slate is reflective of shareholders’ desire for continued and accelerated board refreshment,” said Lisa Myers, independent director of the Mack-Cali board, on behalf of the board in a prepared statement.
“We are focused on ensuring that the board includes truly independent directors who are committed to advancing the interests of all shareholders so that the company can continue to successfully execute its strategy to maximize value for all investors.”
Mack-Cali urges fellow shareholders to vote “FOR” the company’s director nominees by internet, phone or on the white proxy card sent by mail. Given the virtual format of this year’s annual meeting, shareholders have the opportunity to vote by ballot as opposed to by individual proxy card by attending the virtual annual meeting providing shareholders the opportunity to choose their own slate of eleven director nominees from the director nominees on both the white and gold cards.
Bow Street LLC late Friday issued a statement in response to Mack-Cali’s modification of its slate of candidates standing for election to the board of directors just days before the company’s annual meeting on June 10, 2020.
Akiva Katz and Howard Shainker, managing partners of Bow Street, stated, “Mack-Cali’s action today is a further attempt to undo the 2019 election results and a step backwards for good governance and shareholder value. This gamesmanship, just days before the annual meeting, is consistent with Mack-Cali’s approach to poor governance and reminiscent of the actions it took to manipulate last year’s board election and retain its Chairman William Mack, who was voted off the board by shareholders. The slate ‘modifications’ announced by the company today are nothing more than an attempt by Michael DeMarco to preserve his position as CEO and perpetuate the status quo. The company’s revised slate is just as conflicted and beholden to Mr. DeMarco as it was yesterday. The facts are that legacy directors Lisa Myers, Laura Pomerantz and Rebecca Robertson all have longstanding relationships with and are loyal to the Mack family, and the five ‘new’ nominees were chosen and vetted by Mr. DeMarco himself. If Mack-Cali’s director nominees are in control of the board, nothing will change, and shareholders’ investment will continue to languish.
“Mack-Cali’s action falls far short of ISS’s recommendation to elect all eight of Bow Street’s director nominees by voting the gold proxy card. Only by electing Bow Street’s slate of independent director nominees will accountability and credibility be restored in the boardroom. We urge shareholders not to be fooled by another last-ditch effort by the company to manipulate a fair election of directors. Shareholders deserve much better. We strongly encourage shareholders to protect the value of their investment by voting the GOLD proxy card ‘FOR ALL’ of Bow Street’s highly qualified, truly independent director nominees, who, as directors, will improve corporate governance and reestablish integrity at Mack-Cali,” Katz and Shainker said.
On Monday another leading proxy advisory firm, Egan Jones, recommended that Mack-Cali shareholders vote GOLD for all of Bow Street’s nominees in connection with Mack-Cali’s annual meeting on Wednesday. Additionally, Institutional Shareholder Services Inc. (ISS) issued a proxy alert reaffirming its recommendation that Mack-Cali shareholders vote the GOLD proxy card to elect all of Bow Street’s nominees. The proxy alert, issued in response to Mack-Cali’s modified slate, stated: “ISS’ analysis, and the recommendation to support all eight dissident nominees, including the four directors elected last year but not re-nominated by the board this year, remain unchanged.”
Editor’s Note: This article was updated on June 8, 2020 at 12:24 p.m. EST to add Bow Street’s response to Mack Cali. It was further updated on June 8, 2020 at 2:10 p.m. to include Egan Jones recommendation to vote GOLD.