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Mack-Cali Board Minority Accuses Colleagues of Ignoring Concerns

Four board directors elected last year are arguing the board’s majority disregarded their concerns about the REIT’s strategic direction.

(Bloomberg)—Four Mack-Cali Realty Corp. directors elected last year after a proxy fight with one of the company’s largest investors are going public with claims their views are being ignored as another boardroom battle comes to a head.

The foursome is taking the unusual step of issuing a rebuke of the board’s old-guard majority, arguing they are disregarding concerns about the strategic direction of the real estate investment trust.

Mack-Cali is again in the midst of a proxy fight with Bow Street LLC, which owns a 4.9% stake in the company. The four directors elected with Bow Street’s backing after lengthy proxy fight last year are joining a new slate of eight directors being nominated by the dissident shareholder, who is seeking to replace the bulk of the board.

“Mack-Cali has dismissed us as instruments of Bow Street in an attempt to shift attention from the severe governance problems that have hobbled the company and denied value to its shareholders,” the group said in the statement set to be made public Friday, a copy of which was reviewed by Bloomberg. “This is blatantly false.”

The four argue they are all fully independent, and that their sole purpose was to serve shareholders, provide proper oversight, and ensure that the company’s decisions were rooted in strong corporate governance.

Mack-Cali has refused to include the four dissident directors on its own slate for re-election. A representative for the company, based in Jersey City, New Jersey, didn’t immediately respond to a request for comment.

Strategic Process

The company has said it remains open to ways to maximize value for shareholders, including a potential sale. It has also said it plans to run a full strategic process after it executes on its current strategy of optimizing its portfolio.

The dissident foursome -- Alan Batkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietz -- accuse the six legacy directors of putting a “rubber stamp” on decisions favored by Chief Executive Officer Mike DeMarco and lead director, Alan Bernikow, throughout their yearlong tenure.

“We believe Mack-Cali’s greatest need is for even more oversight and a board composed of a majority of truly independent voices,” the group said. “Without this, nothing will change.”

Chief among their concerns is that after a lengthy strategic review at the company last year, only one of a handful of recommendations put forth by a special committee of the board was implemented or made known to shareholders, according to people familiar with the matter. In addition, the decision to pursue a sale of the company’s suburban office portfolio was already in the works, said the people, who asked not to be identified because the matter is private.

Stacked Committee

A second committee formed to evaluate acquisition proposals was stacked with legacy directors, they said.

Mack-Cali has defended itself against Bow Street’s accusations that it failed to adequately explore a potential sale. It argued that a proposal from the investment firm Rizk Ventures in December wasn’t credible and lacked the necessary financing. Mack-Cali has also denied Bow Street’s claims that at least four other prospective bidders expressed interest in the company since January as “outright lies.”

The four directors said in their statement Friday that they have raised concerns about the board’s committee composition and objected to the company’s strategic direction.

‘Left Suffering’

“The company has accused us of wanting to conduct a ‘fire sale’ of Mack-Cali,” the group said. “Nothing could be further from the truth. Our only goal is to increase shareholder value. Sadly, over the past year, we have witnessed firsthand that Mack-Cali’s legacy directors do not adhere to these same principles, and, as a result, shareholders are left suffering.”

Shareholders are scheduled to vote on the matter at the company’s annual general meeting on June 10. Mack-Cali’s shares have tumbled about 37% this year, underperforming the Bloomberg U.S. REIT index, which has shed around 22%.

To contact the reporters on this story: Scott Deveau in New York at [email protected];

Gillian Tan in New York at [email protected].

To contact the editors responsible for this story: Liana Baker at [email protected]

Michael Hytha, Matthew Monks

© 2020 Bloomberg L.P.

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