Here We Go Again: Mack-Cali, Bow Street Spar Over Board Nominations

JERSEY CITY, NJ—Dissident shareholder group and New York City-based investment firm Bow Street LLC called out the Mack-Cali Realty Corp. Board of Directors on Tuesday for its refusal to re-nominate independent directors Bow Street supported and helped elect at the company’s 2019 Annual Meeting.

Bow Street, which owns approximately 4.5% of the outstanding shares of common stock of Mack-Cali Realty, is supporting Alan Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz for re-election to the Mack-Cali Board.

Akiva Katz and Howard Shainker, managing partners of Bow Street, said, “The board’s unprecedented action not to re-nominate directors who received near-unanimous support from shareholders less than a year ago demonstrates this board’s blatant disregard for even the most basic principles of corporate governance. Shareholders should be deeply concerned by this board’s obvious fear of four highly-qualified, independent shareholder advocates.”

Katz and Shainker also denied Mack-Cali’s earlier statement that Bow Street was seeking a “fire sale” of the company after it called for the removal of Mack-Cali CEO Michael DeMarco in a letter to shareholders last month.

“In a deliberate and desperate attempt to mislead shareholders, the board falsely insists that we are seeking a fire sale of the company. Nothing could be further from the truth,” Katz and Shainker stated. “Our capital is long-dated, and our sole objective is to maximize value at Mack-Cali. Like all shareholders, we expect accountability, performance, and directors who are true fiduciaries. Shareholders should be disgusted. The board’s shameless attempt to stifle their voices is further evidence of the change required at the company.”

Bow Street’s statements came a day after Mack-Cali’s Board of Directors formed the “Annual Meeting Committee” to review and approve the recommendations of the Nominating and Corporate Governance Committee of the board for the company’s slate of nominees for election to the Board of Directors at the company’s upcoming 2020 annual meeting of stockholders and to determine all other matters relating to the proxy contest initiated by Bow Street Special Opportunities Fund XV, LP and certain of its affiliates.

Mack-Cali states that Bow Street has informed the company of its intent to seek control of the company by nominating eight candidates to stand for election to the Board at the Annual Meeting, including the four current sitting directors who were nominated by Bow Street and elected to the Board at last year’s annual meeting.

The Annual Meeting Committee will be comprised all of the company’s directors other than the Bow Street nominees—Alan S. Bernikow, Michael J. DeMarco, Lisa Myers, Laura Pomerantz, Rebecca Robertson, Dr. Irvin D. Reid and the company’s retiring Chairman, William L. Mack.

The company also announced that the NCG Committee (consisting of Dr. Irvin D. Reid, Alan S. Bernikow, Laura Pomerantz and Rebecca Robertson) has retained Ferguson Partners, a director search firm, to assist the NCG Committee in identifying qualified director candidates to be nominated for election to the Board at the Annual Meeting to replace Mack, who will not stand for re-election at the Annual Meeting pursuant to the company’s retirement policy for directors, as well as each of the Bow Street nominees.

Mack-Cali in its announcement reiterated its claim that Bow Street seeks to gain control of the Mack-Cali Board, dismiss the CEO and force a “fire sale” of the company or its premium assets.

The company in its announcement, stated, “Mack-Cali believes that Bow Street is motivated by its own personal and/or liquidity needs and that the election of its nominees would be detrimental to all other Mack-Cali stockholders. The company also believes that Bow Street’s self-interested campaign is particularly detrimental to Mack-Cali stockholders because the forced sale of the company’s assets at this time of national crisis clearly would not maximize value. Moreover, Bow Street’s efforts to seize control of the company while Mack-Cali’s employees, tenants and business partners across the region are managing through the COVID-19 pandemic further underscore the selfishness and recklessness of Bow Street’s proxy contest.”

Mack-Cali states its board is open to all alternatives for maximizing stockholder value, including a potential strategic transaction and expects to conduct a strategic process as soon as market conditions improve.

BofA Securities is serving as financial advisor to Mack-Cali, and Greenberg Traurig, LLP and Seyfarth Shaw LLP are serving as legal counsel to the company.