Page 9 - RE-NJ May 2020

MACK TO STEP DOWN, AS MACK- CALI UNVEILS NEW BOARD SLATE
Bow Street has instead nominated
a slate that includes four additional candidates — Tammy Jones, Akiva Katz, Mahbod Nia and Howard Stern — which Mack-Cali acknowledged in its announcement. The investment firm is now seeking to gain control of the board, remove CEO Michael DeMarco and pursue the sale of the company’s assets.
Of its own slate, the REIT said
the nominees “have the necessary experience to oversee strategic transactions involving Mack-Cali’s assets or the sale of the entire company, and to be stewards for the company until market conditions enable transactions that reflect the proper value of the company.” Mack-
REALESTATENJTM 7 Cali identified the nominees through
a committee-led search process with the assistance of Ferguson Partners, a nationally recognized director search firm.
If elected, all of the new nominees will be independent directors. Seven of the 10 independent board members will have been newly elected in the last two years, with four of them having CEO or CFO experience and five of the directors being women.
The incumbent directors on Mack- Cali’s slate of nominees include DeMarco, Reid, Alan S. Bernikow, Lisa Myers, Laura Pomerantz and Rebecca Robertson. RE
Mack-Cali Realty Corp. has unveiled a new slate of nominees for election to its board
of directors,
enormous potential.”
The announcement comes amid an ongoing proxy fight with a dissident investor group, led by Bow Street Special Opportunities Fund XV LP, which owns 4.5 percent of Mack- Cali’s outstanding stock. The group last year successfully gained a position on the board with four of its own nominees — Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz — but those directors are not part of the slate announced by Mack-Cali.
as longtime
Chairman
William L. Mack
prepares to
step down in
conjunction
with the
company’s
mandatory retirement age policy.
Along with six incumbent directors, Mack-Cali’s slate includes five
new independent nominees who will be considered at its annual stockholders meeting in early June, the company said April 14. Those new nominees include Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky.
Meantime, the Jersey City-based REIT noted that Mack, who turned 80 earlier this year, is not standing for re-election. As the former president of The Mack Co., one of Mack-Cali’s predecessor firms, Mack has served as a director since 1997 and as its chairman since 2000.
“Following extensive engagement with shareholders, the composition of our 2020 director slate reflects our focus on ensuring that the skill sets, experience and perspectives of the company’s directors are closely aligned with the needs
of Mack-Cali, particularly given
the company’s ongoing portfolio transformation and commitment
to maximizing stockholder value,” Irvin D. Reid, a longtime board member and chair of the REIT’s annual meeting committee, said in
a prepared statement. “The new director nominees bring extensive finance, real estate, M&A and corporate governance experience — competencies that complement those of Mack-Cali’s incumbent directors. If elected, we are confident the new nominees will work constructively and impartially with the rest of
the board to drive value creation, including by continuing our strategic alternatives process.
“Mack-Cali is on the right track,
and with the support of five new independent directors who are focused on the best interests of
all shareholders, we expect the company will continue to build on its strong momentum and unlock its
William L. Mack
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