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MACK-CALI REALTY CORPORATION

(CLI)
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MACK CALI REALTY CORP : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

04/16/2021 | 04:04pm EDT
Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.



On April 12, 2021, the Nominating and Corporate Governance Committee (the "NCG Committee") of the Board of Board of Directors (the "Board of Directors") of Mack-Cali Realty Corporation (the "Company"), the general partner of Mack-Cali Realty, L.P. through which the Company conducts its business (the "Operating Partnership"), recommended, and the Board of Directors approved and adopted, a Clawback Policy (the "Clawback Policy") for (i) annual bonuses and other short-term or long-term cash incentives, and (ii) equity or equity-based compensation awards, including long-term incentive plan units of the Operating Partnership (collectively, "Incentive Compensation"). In addition to any clawbacks required by law, regulation or applicable listing standards of the New York Stock Exchange, the Clawback Policy provides for the recovery of Incentive Compensation from certain officers of the Company in the event of a restatement of the Company's financial statements due to material non-compliance with financial reporting requirements under applicable law under circumstances where fraud or willful misconduct contributed to the non-compliance and would have resulted in a lesser amount of Incentive Compensation.

The foregoing descriptions of the Clawback Policy is qualified in its entirety by reference to the Clawback Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 8.01 Other Events



On April 12, 2021, based on the recommendation of the NCG Committee, the Board of Directors adopted an amended and restated charter for its Executive Compensation and Option Committee (the "Compensation Committee Charter"). The new Compensation Committee Charter changes the name of the committee to the "Compensation Committee of the Board of Directors" effective as of the date of the Company's 2021 annual meeting of stockholders, and is otherwise effective as of April 12, 2021.

Also on April 12, 2021, based on the recommendation of the NCG Committee, the Board of Directors adopted stock ownership guidelines for directors and executive officers of the Company (the "Stock Ownership Guidelines"). The Stock Ownership Guidelines require directors and executive officers to retain ownership of a number of equity securities of the company valued at five times the annual cash retainer for directors, five times annual base salary for the chief executive officer, and two times annual base salary for other executive officers. Until these ownership levels are attained, the Stock Ownership Guidelines require directors and executive officers to retain fifty percent (50%) of equity awards upon vesting, net of any amount of shares forfeited in payment of any applicable exercise price or tax withholding obligations in respect of such equity award.

The foregoing descriptions of the Compensation Committee Charter and Stock Ownership Guidelines are qualified in their entirety by reference to the Compensation Committee Charter and Stock Ownership Guidelines, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d)  Exhibits



Exhibit Number                             Exhibit Title
  10.1             Mack-Cali Realty Corporation Clawback Policy.
  99.1             Amended and Restate Charter of the Compensation Committee of the
                 Board of Directors of Mack-Cali Realty Corporation.
  99.2             Mack-Cali Realty Corporation Executive and Non-Employee Director
                 Stock Ownership Guidelines.
104.1            Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 297 M - -
Net income 2021 -58,4 M - -
Net Debt 2021 2 832 M - -
P/E ratio 2021 -20,8x
Yield 2021 1,66%
Capitalization 1 532 M 1 532 M -
EV / Sales 2021 14,7x
EV / Sales 2022 12,4x
Nbr of Employees 256
Free-Float 86,2%
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Mean consensus HOLD
Number of Analysts 7
Average target price 16,43 $
Last Close Price 16,89 $
Spread / Highest target 77,6%
Spread / Average Target -2,73%
Spread / Lowest Target -23,0%
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Managers and Directors
NameTitle
Mahbod Nia Chief Executive Officer & Director
David J. Smetana Chief Financial Officer
Tammy K. Jones Chairman
Nicholas Mitarotonda Chief Information Officer & Senior Vice President
Ricardo Cardoso Chief Investment Officer & Executive VP
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