UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant x | |
| Filed by a Party other than the Registrant ¨ | |
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
|
MACK-CALI REALTY CORPORATION | ||
|
(Name of Registrant as Specified In Its Charter)
| ||
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| ||
| Payment of Filing Fee (Check the appropriate box): | ||
| x | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) |
Title of each class of securities to which transaction applies:
| |
| (2) |
Aggregate number of securities to which transaction applies:
| |
| (3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |
| (4) |
Proposed maximum aggregate value of transaction:
| |
| (5) |
Total fee paid:
| |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) |
Amount Previously Paid:
| |
| (2) |
Form, Schedule or Registration Statement No.:
| |
| (3) |
Filing Party:
| |
| (4) |
Date Filed:
| |
On June 4, 2020, the management team of Mack-Cali Realty Corporation (the “Company”) disseminated the following letter by electronic mail transmission to certain institutional investors of the Company.
--------------------------------------------
To: [Investor email address]
Subject: Mack-Cali (CLI) follow-up – Bow Street proxy contest
--------------------------------------------
Dear [Investor],
On behalf our Board and management team, I am reaching out to thank you for taking the time to speak with us ahead of our Annual Meeting on June 10th. I also wanted to offer our team’s availability for a follow up conversation if there are any outstanding questions you’d like to discuss. Management, the Board, and each of our five new independent director nominees are available to speak with you. Your vote is critical to the future of Mack-Cali. This year’s vote is a decision between a Board that is composed of independent directors focused on maximizing value for all shareholders or a Board controlled by Bow Street. Bow Street is a less than 5% holder who has previously bid for the Company and has not committed to excluding themselves from a future transaction.
I also wanted to reach out since several investors have asked about the possibility of voting for a mix of candidates nominated by the Board and Bow Street. The Board and management team want to ensure that investors are able to cast a vote that reflects the specific board composition they would like going forward. If you would like to discuss the process for doing so, please contact our proxy solicitor, Mackenzie Partners at operations@mackenziepartners.com. Please let me know if it would be helpful for me to connect you to the team at MacKenzie.
Given recent events, we are holding our Annual Meeting virtually this year and welcome your attendance. We are encouraging all shareholders to submit their votes ahead of the Annual Meeting. However, if you wish, there will be an opportunity for you to submit your vote during the meeting.
Thank you again for your time and consideration.
2