Mack-Cali Shareholders Elect Four Dissident Directors

JERSEY CITY, NJ—Mack-Cali Realty Corp. announced today that four individuals nominated by dissident investor Bow Street LLC were elected to the REIT’s Board of Directors.

Shareholders at the firm’s annual meeting of shareholders on June 12 elected Bow Street nominees Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz to the Board. Also elected to the Mack-Cali Board were Mack-Cali chairman William L. Mack, Alan S. Bernikow, Mack-Cali CEO Michael J. DeMarco, Lisa Myers, Laura Pomerantz, Irvin D. Reid and Rebecca Robertson.

After terminating discussions with Bow Street, Mack-Cali in late May announced it would ask Bow Street nominees Gilmartin and Cumenal to join the Board. The REIT also announced that it would form a committee of independent directors to conduct a strategic review of the company that would consider a possible sale of the REIT or some of its assets.

Bow Street LLC, a New York-based investment firm that owns approximately 4.5% of the outstanding shares of common stock of Mack-Cali Realty Corp., has been fighting a proxy battle with the company. Mack-Cali earlier this year rejected a proposal by Bow Street that sought the possible financial restructuring and sale of Mack-Cali Realty Corporation.

Mack, chairman of the Mack-Cali Board of Directors, said of the shareholders’ vote, “We thank the company’s stockholders for engaging with the Mack-Cali Board and management team and providing constructive feedback. We welcome the newly elected directors and look forward to working collaboratively with them to create value for our stockholders.”

“The changes adopted today, in addition to the recent initiatives taken by the Mack-Cali Board, demonstrate our ongoing commitment to corporate governance best practices,” DeMarco, CEO of Mack-Cali, added. “We will maintain an open and constructive dialogue with our stockholders, as we continue to advance Mack-Cali’s Waterfront Strategy and ongoing portfolio transformation. The company’s management team looks forward to working with the entire board, including our newly elected directors, to build a stronger and more focused company that drives long-term value creation for stockholders.”

Bow Street issued a statement shortly after the Annual Meeting concluded that reported its four Board nominees won election to the Board based on preliminary results.

Akiva Katz and Howard Shainker, managing partners of Bow Street, said at the time, “Shareholders have spoken loudly and presented the company with a clear mandate for change. Now, the real work begins.”

They later added, “We have no doubt that with truly independent directors and renewed oversight in the boardroom, Mack-Cali shareholders will finally reap the long-overdue benefits of their investment. The positive governance changes Mack-Cali announced today are the direct result of the unwavering determination of shareholders to hold the Board accountable. We thank all shareholders for their overwhelming support.”

Mack-Cali stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2019.

The Mack-Cali Board had previously approved resolutions to opt out of Maryland’s unsolicited takeovers statute, which permitted the Board of Directors to re-classify itself without a shareholder vote, by Board resolution; and rescind certain provisions of the so-called Mack Agreement, which enabled the Mack family to nominate up to three directors to the Mack-Cali Board.