The Macerich Company MAC today announced the addition of two new independent directors and a plan
to terminate its stockholder rights plan and declassify its Board of
Directors.
Arthur Coppola, chairman and chief executive officer of Macerich, stated,
"Macerich has a unique and irreplaceable portfolio of high quality properties
and we are reaping the significant benefits of our portfolio transformation
strategy. Over the past two months, we have engaged in significant
stockholder outreach to solicit input on corporate governance issues as well
as the decisions that our Board made in connection with the unsolicited
takeover offer. We sought guidance on changes that might be made to our
corporate governance as well as to the composition of our Board of Directors.
After listening to all the input from our stockholders, we decided to make
these changes, which we are confident will be in the best interests of all
Macerich stockholders."
New Independent Directors
Under the plan announced today, the Board has added two new independent
director nominees to stand for election at the 2015 Annual Meeting of
Stockholders.
John Alschuler, Chairman of HR&A Advisors, Inc., an economic development,
real-estate and public policy consulting organization, and Steven R. Hash,
former Head of Global Equity Research and of Real Estate Investment Banking at
Lehman Brothers and current President and Chief Operating Officer of
Renaissance Macro Research, will be added to the Company's slate and eligible
to join the Board following the 2015 Annual Meeting. Messrs. Alschuler and
Hash are distinguished and highly respected executives with deep real estate
and finance experience, and have a track record of delivering value to
stockholders as directors of publicly traded companies.
In connection with the addition of the new nominees, Dana Anderson and Dr.
William P. Sexton have agreed to step down from the Board following the Annual
Meeting.
Mr. Coppola continued, "On behalf of the entire Board of Directors, I want to
express our sincere thanks to Dana and Bill for their years of service,
dedication and contribution to Macerich, including Dana's founding of the
Company with Mace Siegel more than 50 years ago. They have contributed
immeasurably to the growth and success of this business, and we wish them both
the very best."
Plan to Declassify Board and Terminate Stockholder Rights Plan
Macerich has committed to declassify its Board of Directors no later than
immediately after the 2016 Annual Meeting. The Board of Directors also
intends to promptly terminate its limited duration stockholder rights plan.
Macerich stockholders do not have to take any action with respect to these
changes.
Agreement with Stockholder Group
In connection with today's announcement, the Company also announced an
agreement with the stockholder group under which it will withdraw its notice
of nomination for the 2015 Annual Meeting and associated litigation in the
Circuit Court for Baltimore City, Maryland against the Company. The agreement
between Macerich and the stockholder group will be filed in a Form 8-K with
the Securities and Exchange Commission.
Daniel Lewis, Managing Partner of Orange Capital, said, "We are pleased that
the Macerich Board has made several important changes. We support the
redemption of the stockholder rights plan, the plan to declassify the Board
and the addition of new independent directors. We believe all stockholders
will benefit from these enhancements."
John H. Alschuler
Since 2008, John H. Alschuler has served as Chairman of HR&A Advisors Inc., an
economic development, real-estate and public policy consulting organization.
Mr. Alschuler also is an Adjunct Associate Professor at Columbia University,
where he teaches real estate development at the Graduate School of
Architecture, Planning & Preservation. Mr. Alschuler serves as Lead
Independent Director and Chair of the Compensation Committee of SL Green
Realty Corporation, an office property REIT focused on Manhattan real estate,
where he has served as a Director since 1997, and as a director of Xenia
Hotels and Resorts. Mr. Alschuler served as Board Chair and is currently
Emeritus Chair of Friends of the High Line Inc. and is a Board Member of
Center for an Urban Future. Mr. Alschuler received a Bachelor's degree from
Wesleyan University and an Ed.D. degree from the University of Massachusetts
at Amherst.
Steven R. Hash
Steven R. Hash is currently the President and Chief Operating Officer of
Renaissance Macro Research, LLC, an equity research and trading firm focused
on macro research in the investment strategy, economics and Washington policy
sectors, which he co-founded in 2012. Between 1993 and 2012, Mr. Hash held
various leadership positions with Lehman Brothers (and its successor, Barclays
Capital), including Global Head of Real Estate Investment Banking (2006 to
2012), Chief Operating Officer of Global Investment Banking (2008 to 2011),
Director of Global Equity Research (2003 to 2006), Director of U.S. Equity
Research (1999 to 2003), and Senior Equity Research Analyst (1993 to 1999).
From 1990 to 1993, Mr. Hash held various positions with Oppenheimer &
Company's Equity Research Department, including senior research analyst. He
began his career in 1988 as an auditor for the accounting and consulting firm
of Arthur Andersen & Co. Mr. Hash also serves on the Board of Alexandria Real
Estate Equities, Inc. Mr. Hash received a Bachelor of Arts degree in Business
Administration from Loyola University, and a Master of Business Administration
degree from the Stern School of Business at New York University.
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