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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 17, 2019 (June 12, 2019)

 


 

MACK-CALI REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

1-13274

 

22-3305147

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

 

(732) 590-1010

(Registrant’s telephone number, including area code)

 

MACK-CALI REALTY, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

333-57103

 

22-3315804

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

Harborside 3, 210 Hudson St., Ste. 400

Jersey City, New Jersey 07311

(Address of Principal Executive Offices) (Zip Code)

 

(732) 590-1010

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01

 

CLI

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 12, 2019, the Board of Directors (the “Board”) of Mack-Cali Realty Corporation (the “Company”), a Maryland corporation and the general partner of Mack-Cali Realty, L.P. through which it conducts its business (the “Operating Partnership,” and together with the Company, the “Registrants”), adopted Articles Supplementary to the Articles of Restatement of the Company which prohibit the Company from staggering the Board into one or more classes pursuant to Section 3-803 of the Maryland General Corporation Law without first obtaining the approval of the Company’s stockholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

 

The Articles Supplementary are filed herewith as Exhibit 3.1 and are incorporated herein by reference. The description set forth above is only a summary of the Amendment and is qualified in its entirety by reference to the text of the Amendment filed herewith as Exhibit 3.1.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)           On June 12, 2019, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) to (i) elect eleven members of the Board, (ii) hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, and (iii) ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

(b)           At the Annual Meeting, the Company’s stockholders elected the following eleven directors, each to serve a one-year term ending at the Company’s annual meeting of stockholders to be held in 2020 and until their respective successors are elected and qualified:

 

 

 

For

 

Withheld

 

Broker Non-Vote

 

William L. Mack

 

12,217,611

 

59,464

 

50,512

 

Alan R. Batkin

 

54,492,047

 

14,586,846

 

50,512

 

Alan S. Bernikow

 

80,761,354

 

544,151

 

50,512

 

Frederic Cumenal

 

54,170,663

 

14,908,230

 

50,512

 

MaryAnne Gilmartin

 

69,030,512

 

48,381

 

50,512

 

Nori Gerardo Lietz

 

29,074,165

 

40,004,728

 

50,512

 

Michael J. DeMarco

 

81,223,631

 

81,874

 

50,512

 

Lisa Myers

 

81,299,399

 

76,106

 

50,512

 

Laura Pomerantz

 

81,219,629

 

85,876

 

50,512

 

Irvin D. Reid

 

80,767,456

 

538,049

 

50,512

 

Rebecca Robertson

 

80,968,737

 

336,768

 

50,512

 

 

2


 

The Company’s stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting (Number of shares for: 75,398,640, Number of shares against: 1,224,922, Number of shares abstained: 4,732,400, Number of broker non-votes: 50,512).

 

The Company’s stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the General Partner’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Number of shares for: 80,382,262, Number of shares against: 978,616, Number of shares abstained: 45,596, Number of broker non-votes: 0).

 

In connection with the foregoing, the Registrants hereby file the following document:

 

Item 9.01              Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit Number

 

Exhibit Title

 

 

 

3.1

 

Articles Supplementary of Mack-Cali Realty Corporation dated June 12, 2019.

 

3


 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Title

 

 

 

3.1

 

Articles Supplementary of Mack-Cali Realty Corporation dated June 12, 2019.

 

4


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MACK-CALI REALTY CORPORATION

 

 

Dated: June 17, 2019

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: June 17, 2019

 

By:

/s/ Gary T. Wagner

 

 

Gary T. Wagner

 

 

General Counsel and Secretary

 

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Section 2: EX-3.1 (EX-3.1)

Exhibit 3.1

 

MACK-CALI REALTY CORPORATION

 

ARTICLES SUPPLEMENTARY

 

MACK-CALI REALTY CORPORATION, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST:                          Pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), the Board of Directors of the Corporation (the “Board of Directors”), by resolutions duly adopted at a meeting duly called and held on June 12, 2019, prohibited the Corporation from electing to be subject to Section 3-803 of the MGCL unless such election is first approved by the stockholders of the Corporation by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

 

SECOND:           These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

 

THIRD:                      These Articles Supplementary shall be effective upon filing with the Department.

 

FOURTH:         The undersigned Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Secretary, on this 12th day of June, 2019.

 

ATTEST:

 

MACK-CALI REALTY CORPORATION

 

 

 

/s/ Gary T. Wagner

 

By:

/s/ Michael J. DeMarco

Name:

Gary T. Wagner

 

Name:

Michael J. DeMarco

Title:

Secretary

 

Title:

Chief Executive Officer

 


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