ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As described below in Item 5.07 of this Current Report on Form 8-K, on May 28, 2021, the stockholders of The Macerich Company (the "Company") voted at the Company's 2021 annual meeting of stockholders (the "Annual Meeting") to approve the amendment and restatement of the Company's Employee Stock Purchase Plan (as amended and restated, the "ESPP"). The ESPP was adopted by the Company's Board of Directors on January 27, 2021, subject to the approval of the Company's stockholders, and became effective on June 1, 2021.

The ESPP is a broad-based plan pursuant to which shares of the Company's common stock are available for purchase by eligible employees who elect to participate in the ESPP. The principal change made to the ESPP in the amendment and restatement was to increase the maximum number of shares available for purchase under the ESPP from 791,117 (as adjusted due to stock dividend) to 1,291,117.

The material terms and features of the ESPP can be found in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2021 in the section entitled "Proposal 4: Amendment and Restatement of Our Employee Stock Purchase Plan," which description is incorporated herein by reference. This description of the ESPP does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As described below in Item 5.07 of this Current Report on Form 8-K, on May 28, 2021, the stockholders of the Company voted at the Annual Meeting to approve an amendment (the "Charter Amendment") to the Company's charter to increase the number of authorized shares of common stock. On June 4, 2021, the Company filed the Articles of Amendment to the charter with the State Department of Assessments and Taxation of Maryland to effect the Charter Amendment.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on May 28, 2021. At the Annual Meeting, the Company's stockholders (1) elected the ten nominees listed below to serve as directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, (2) approved the compensation of the Company's named executive officers, (3) approved the Charter Amendment, (4) approved the amendment and restatement of the

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Company's Employee Stock Purchase Plan and (5) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Proposal 1: Election of Ten Directors to Serve Until the Next Annual Meeting of


            Stockholders and Until Their Respective Successors are Duly Elected
            and Qualified.




                        For        Against     Abstentions   Broker Non-Votes
Peggy Alford         82,544,807   3,167,424      330,324        42,119,561
John H. Alschuler    82,505,983   3,203,428      333,144        42,119,561
Eric K. Brandt       75,551,973   10,158,962     331,620        42,119,561
Edward C. Coppola    82,188,808   3,574,638      279,109        42,119,561
Steven R. Hash       81,700,091   4,000,235      342,229        42,119,561
Daniel J. Hirsch     81,783,439   3,928,538      330,578        42,119,561
Diana M. Laing       81,102,509   4,604,885      335,161        42,119,561
Thomas E. O'Hern     82,633,620   3,033,180      375,755        42,119,561
Steven L. Soboroff   81,690,395   4,012,027      340,133        42,119,561
Andrea M. Stephen    81,272,445   4,423,663      346,447        42,119,561

Proposal 2: Advisory Vote to Approve the Compensation of the Company's Named


            Executive Officers.




                                             Broker
       For        Against    Abstentions   Non-Votes
    76,852,030   8,713,702     476,823     42,119,561

Proposal 3: Amendment to the Company's Charter to Increase the Number of


            Authorized Shares of Common Stock.




        For        Against     Abstentions
    117,432,756   10,319,754     409,606

There were no broker non-votes for Proposal 3.

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Proposal 4: Amendment and Restatement of the Company's Employee Stock Purchase


            Plan.




                                           Broker Non-
       For        Against    Abstentions      Votes
    82,856,950   2,844,770     340,835     42,119,561

Proposal 5: Ratification of the Appointment of KPMG LLP as the Company's


            Independent Registered Public Accounting Firm for the Fiscal Year
            Ending December 31, 2021.




        For        Against    Abstentions
    125,126,635   2,533,656     501,413

There were no broker non-votes for Proposal 5.

ITEM 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.       Description

3.1                 Articles of Amendment of The Macerich Company

10.1                The Macerich Company Employee Stock Purchase Plan (effective as
                  of June 1, 2021)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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