Linda Lindner//June 11, 2020//
Mack-Cali Realty Corp. late Wednesday postponed its 2020 annual meeting, which was scheduled for June 10, as it continues talks with activist investor Bow Street, which is challenging the company with its own slate of directors.
Three proxy advisory firms recommended that Mack-Cali (NYSE: CLI) shareholders elect at least five of Bow Street’s eight nominees.
Under the terms of an agreement settled on June 11, the Mack-Cali board of directors will be reconstituted to be comprised of nine directors—eight of whom were nominated by Bow Street, and one of whom was nominated by Mack-Cali, in each case in connection with the 2020 Annual Meeting: Alan Batkin, Michael Berman, Frederic Cumenal, MaryAnne Gilmartin, Tammy Jones, A. Akiva Katz, Nori Gerardo Lietz, Mahbod Nia and Howard Stern.
Alan Bernikow, Mack-Cali Chief Executive Officer Michael DeMarco, William Mack, Lisa Myers, Laura Pomerantz, Irvin Reid and Rebecca Robertson will resign as directors of the company.
Mack-Cali said the date of the annual meeting will be July 1, 2020.
Mack-Cali will formally nominate a revised slate of nine candidates, each of whom is a member of the reconstituted board, to allow time for the company to update and distribute to shareholders proxy materials that reflect the its revised slate of candidates for election to the board at the 2020 Annual Meeting.
The company anticipates all director candidates on its revised nine-person slate to be elected. Mack-Cali also said it will amend and supplement its proxy statement and white proxy card to reflect its revised slate of director candidates.