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 o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
x | Definitive Additional Materials |
o | 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. | |
o | 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:
| |
o | Fee paid previously with preliminary materials. | |
o | 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 6, 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) Modifies Slate of Director Nominees in Response to Shareholder Feedback
[Investor],
In an effort to keep you apprised of new information pertaining to our Annual Meeting on June 10th, I wanted to call your attention to Mack-Cali’s recent press release (https://www.prnewswire.com/news-releases/mack-cali-modifies-slate-of-director-nominees-in-response-to-shareholder-feedback-301071414.html) announcing that our CEO Michael DeMarco, and our two longest tenured directors, Alan Bernikow and Irvin Reid will not seek reelection at the 2020 Annual Meeting. Michael DeMarco will continue to serve as CEO.
The three directors concluded that it was appropriate to offer uncontested seats to ensure that Bow Street nominees will be represented on the Board after the Annual Meeting. This decision was informed by extensive engagement with shareholders we have conducted in recent weeks. Many of our shareholders wanted confidence that the Board would comprise fresh faces and be fully independent of management. Our shareholders also highlighted the importance of maintaining Mr. DeMarco as CEO and preventing Bow Street, a less than 5% shareholder who previously bid on the Company, from gaining control of the Board. Our revised slate reflects the feedback we have heard and our ongoing commitment to listening to, and responding to shareholders.
As the Company evaluates strategic alternatives, experienced directors with fully independent perspectives will be vital to protect the interests of all shareholders. Our new nominees have exceptional backgrounds and have already demonstrated an incredible level of engagement throughout the current campaign. As you know, our search process prioritized complete independence from the Board, from members of management, and from the Mack family. These candidates would be phenomenal additions to the Board. We believe that the best outcome for shareholders would be for Mack-Cali’s fully independent slate of nominees to deliver oversight on the Board and help ensure that the Board’s decisions reflect the interests of all shareholders.
The Board, management and the new director nominees would welcome the opportunity to speak with you again, and can make all of our nominees available to you, if helpful. We ask that you vote on the White card.
Best regards,