VERIS RESIDENTIAL, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
Ms. Malhari, age 36, has served as the Company's Senior Vice President and Chief
Administrative Officer since
There is no arrangement between Ms. Malhari and any other persons in connection with Ms. Malhari's appointment as Chief Operating Officer (other than the Employment Agreement, as defined and described below), and Ms. Malhari has no family relationship with any director or executive officer of the Company. Ms. Malhari has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
Based on the recommendations of the executive compensation and option committee
(the "Compensation Committee") of the Board, the Board approved, and
· An initial term ending
subject to automatic annual renewals thereafter unless earlier terminated;
· An annual base salary of
not decreases) each year;
· A target annual bonus opportunity of 100% of base salary (the "Target Bonus"),
with a threshold bonus of 50% of the Target Bonus, and a maximum bonus of 150%
of the Target Bonus, based on performance goals to be established annually by
the Compensation Committee;
· Promptly following the Effective Date, Ms. Malhari will be granted a one-time
long-term incentive compensation award with a grant date fair value of
50% of such award subject to performance-based vesting conditions;
· In addition to standard employee benefits (including health coverage for Ms.
Malhari and her dependents in the U.S. and the U.K , not to exceed a cost to
the Company of $25,000 per year), and, in the event that Ms. Malhari relocates
her principal residence to the Jersey City, New Jersey metropolitan area,
reimbursement for relocation costs up to $50,000 in the aggregate.
· Upon a termination on account of death or disability, Ms. Malhari, or her
beneficiaries in the case of death, will receive accrued and unpaid base
salary, and expense reimbursement and benefits under the applicable health and
welfare plans through the termination date, a prorated Target Bonus for the
year of termination. Outstanding equity awards will be treated in accordance
with their terms.
· Upon a termination without "cause" (as defined in the Employment Agreement) or
by Ms. Malhari for "good reason" (as defined in the Employment Agreement),
subject to execution of a release of claims, Ms. Malhari will be entitled to
(i) cash severance equal to 1.5 times (the "Multiplier") the sum of her base
salary and Target Bonus, paid in a lump sum as soon as practicable following
the date of termination, but, if such termination occurs within the period
commencing 3 months prior to a "change in control" (as defined in the
Employment Agreement) and ending 1 year following a "change in control," the
Multiplier will increase to 2.0 times; (ii) up to 18 months of continued
medical coverage for Ms. Malhari and her dependents; (iii) accelerated vesting
of time-based equity awards; and (iv) eligibility to vest in a prorated amount
of outstanding performance-based equity awards, based on the amount of time
Ms. Malhari remained employed during the applicable performance period and
actual performance over the applicable performance period.
Under the Employment Agreement, Ms. Malhari will be subject to certain restrictive covenants, including non-competition and non-solicitation covenants during her employment and for 1 year following termination of employment, and perpetual confidentiality and non-disparagement covenants.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On
(b) At the Annual Meeting, the Company's stockholders elected the following eight directors, each to serve a one-year term ending at the Company's annual meeting of stockholders to be held in 2022 and until their respective successors are elected and qualified:
Broker
For Withheld Non-Votes
Alan R. Batkin 61,357,672 1,149,064 15,297,852
Frederic Cumenal 61,764,841 741,895 15,297,852
Tammy K. Jones 61,934,310 572,426 15,297,852
A. Akiva Katz 61,725,372 781,364 15,297,852
Nori Gerardo Lietz 62,104,627 402,109 15,297,852
Victor B. MacFarlane 62,350,682 156,054 15,297,852
Mahbod Nia 62,355,710 151,026 15,297,852
Howard S. Stern 61,825,042 681,694 15,297,852
The Company's stock holders also voted upon and approved the proposal to amend and restate the Company's 2013 Incentive Stock Plan (Number of shares for: 60,289,899, Number of shares against: 1,759,167, Number of shares abstained: 457,670, Number of Broker Non-Votes: 15,297,852).
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: 59,697,140, Number of shares against: 2,328,280, Number of shares abstained: 481,316, Number of Broker Non-Votes: 15,297,852).
The Company's stockholders also voted upon and approved the ratification of the
appointment of
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Title 10.1 Amended and Restated Employment Agreement dated as ofJune 9, 2021 , by and among Anna Malhari,Mack-Cali UK Ltd. AndMack-Cali Realty Corporation . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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