UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): May 19, 2021 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2021, Mack-Cali Realty, L.P. (the “Operating Partnership”), the operating partnership of Mack-Cali Realty Corporation (the “General Partner”), determined that effective May 13, 2021 Marshall Tycher would step down as an executive officer and employee of the General Partner. Mr. Tycher will serve in a consulting role as a senior advisor to the General Partner from May 14, 2021 through November 14, 2022 (the “Consulting Term”). The transitioning of Mr. Tycher to a senior advisor role is in furtherance of the General Partner’s strategic transformation with a focus on further simplification of the General Partner and realization of operational efficiencies that the General Partner believes will result in a streamlined organizational architecture that management anticipates will result in financial and operational benefits to the General Partner.
In connection with Mr. Tycher’s separation from the General Partner, Mr. Tycher entered into a Separation and Release Agreement with the General Partner dated May 19, 2021 (the “Release”) and a separate Consulting and Cooperation Agreement dated as of May 13, 2021 between the General Partner and Mr. Tycher (the “Consulting Agreement”). Mr. Tycher’s separation from the General Partner has been deemed a termination without cause under the terms and conditions of Mr. Tycher’s existing employment agreement dated April 26, 2017 (the “Employment Agreement”).
Under the terms of the Release Agreement, and consistent with the terms of the Employment Agreement and the relevant award agreements, Mr. Tycher will:
| · | immediately vest in 29,230 previously earned but unvested performance-based long-term incentive plan units (“LTIP Units”); |
| · | immediately vest in 31,963 unvested time-based LTIP Units and 1,162 time-vesting restricted stock units (“RSUs”) previously granted to Mr. Tycher; |
| · | be eligible to vest in a maximum of 162,290 performance-based LTIP Units and 2,153 performance-vesting RSUs previously granted to Mr. Tycher, subject to the achievement of applicable performance criteria over the performance period applicable under the award agreements governing such LTIP Units and RSUs; and |
| · | immediately forfeit 101,625 performance-based LTIPs and 48,960 PRSUs previously granted to Mr. Tycher. |
Mr. Tycher otherwise is eligible to receive the severance payments and benefits upon a termination without cause (outside of a change in control) under his Employment Agreement described under the heading “Employment Contracts; Potential Payments Upon Termination or Change in Control—Marshall B. Tycher Employment Agreement,” as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2021, which descriptions are incorporated by reference herein.
Under the terms of the Consulting Agreement, Mr. Tycher will:
| · | provide certain consulting, cooperation and transition services to the General Partner and general support, oversight and development services for the General Partner’s multi-family operations; |
| · | receive a monthly consulting fee of $33,334 during the first twelve (12) months of the Consulting Term; |
| · | be eligible to receive, upon and subject to the occurrence of thirteen separate milestone events to the extent each such milestone event may occur during the Consulting Term, a success fee ranging from $50,000 to $150,000 per milestone, up to a maximum aggregate of $1,250,000 if all milestones are achieved during the Consulting Term; |
| · | be eligible for continued vesting in 12,720 time-based LTIP Units and 54,155 time-vesting RSUs previously granted to Mr. Tycher, subject to Mr. Tycher’s performance of the Consulting Agreement through the end of the Consulting Term; |
| · | be eligible for continued vesting in a maximum of 72,688 performance-based LTIP Units previously granted to Mr. Tycher, subject to Mr. Tycher’s performance of the Consulting Agreement through the end of the Consulting Term and the achievement of applicable performance criteria over the performance period applicable under the award agreements governing such LTIP Units; and |
| · | be eligible for continued vesting in 18,387 performance-based LTIP Units and 51,393 performance-vesting RSUs previously granted to Mr. Tycher, in each case subject to Mr. Tycher’s achievement of certain performance milestones set forth in the Consulting Agreement and the achievement of the applicable performance criteria over the performance period applicable under the award agreements governing such LTIP Units and RSUs. |
In addition, under the terms of the Consulting Agreement Mr. Tycher reaffirms the restrictive covenants, including confidentiality, non-competition, non-solicitation and non-disparagement covenants, as set forth in his Employment Agreement through the end of the Consulting Term.
The foregoing summaries are qualified entirely by reference to the Release and Consulting Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 10.1 | Separation and Release Agreement dated May 19, 2021. | |
| 10.2 | Consulting and Cooperation Agreement dated as of May 13, 2021 by and among Mack-Cali Realty Corporation and Marshall B. Tycher. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MACK-CALI REALTY CORPORATION | ||
| Dated: May 19, 2021 | By: | /s/ Gary T. Wagner |
| Gary T. Wagner | ||
| General Counsel and Secretary | ||
| MACK-CALI REALTY, L.P. | ||
| By: | Mack-Cali Realty Corporation, | |
| its general partner | ||
| Dated: May 19, 2021 | By: | /s/ Gary T. Wagner |
| Gary T. Wagner | ||
| General Counsel and Secretary | ||