The lobby inside Mack-Cali Realty Corp.’s flagship Harborside complex in Jersey City — Courtesy: Mack-Cali
By Joshua Burd
Mack-Cali Realty Corp. has withdrawn three of its incumbent nominees for the company’s upcoming board election, citing shareholder feedback ahead of its June 10 annual meeting.
The company, which has been fighting a proxy battle with activist investors, said Friday that its modified slate now includes eight candidates, but only three that currently serve on its board of directors. Three previously announced incumbent nominees — CEO Michael J. DeMarco, Alan S. Bernikow and Irvin D. Reid — are no longer seeking re-election, although DeMarco will continue as chief executive.
“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, an independent director and one of the three remaining incumbent nominees, in a statement on behalf of the board. “We believe that shareholders wanted confidence that the board would comprise fresh faces and be fully independent of management and our revised slate reflects the feedback we have heard. Our shareholders have also highlighted the importance of preserving the independence of the board, preventing a change of control and allowing for new perspectives while maintaining important continuity of experience.
“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.”
The Jersey City-based real estate investment trust noted that each of its three remaining incumbent nominees —Myers, Laura Pomerantz and Rebecca Robertson — was elected in the last four years. Its new candidates include Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky.
The slate does not include longtime Chairman William L. Mack, who is stepping down in accordance with the company’s mandatory retirement age policy.
Mack-Cali’s announcement comes amid the ongoing fight with the dissident investor group, led by Bow Street Special Opportunities Fund XV LP, which owns 4.5 percent of the REIT’s outstanding stock. The group last year successfully gained a position on the board with four of its own nominees, but those directors are not part of Mack-Cali’s 2020 slate.
Bow Street responded to Friday’s announcement by calling it “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,” said Akiva Katz and Howard Shainker, managing partners of Bow Street. “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.”
The Bow Street-led group, which has been calling for changes at the REIT since early last year, is seeking to gain control of the board, remove DeMarco as CEO and pursue the sale of the company’s assets. Its slate for the 2020 annual meeting includes incumbents Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz, along with four new candidates: Tammy Jones, Akiva Katz, Mahbod Nia and Howard Stern.
Mack-Cali unveils new board nominees, with Mack set to step down as chairman
