Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
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
Item 9.01 Financial Statements and 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
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