8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 31, 2023

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in Charter)

MARYLAND

1-12504

95-4448705

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (310) 394-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock of The Macerich Company, $0.01 par value per share

MAC

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of The Macerich Company (the “Company”) previously approved, subject to stockholder approval, The Macerich Company 2003 Equity Incentive Plan, as amended and restated (the “2003 Incentive Plan”), that would increase the aggregate share limit by an additional 5,200,000 shares and extend the term of the 2003 Incentive Plan until May 31, 2033. As reported under Item 5.07 below, the Company’s stockholders approved the 2003 Incentive Plan at its Annual Meeting of Stockholders held on May 31, 2023 (the “Annual Meeting”). The 2003 Incentive Plan is filed as Exhibit 10.1 hereto 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 31, 2023. 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 2003 Incentive Plan; (3) approved the compensation of the Company’s named executive officers; (4) approved a frequency of one year for the future advisory votes on the Company’s named executive officer compensation and (5) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Based on the approval of a frequency of one year, the Board currently intends for the Company to submit an advisory vote to its stockholders on the compensation of its named executive officers every year until the next required vote on the frequency of future advisory votes on named executive officer compensation.

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		150,458,292		10,262,830		312,603		23,520,719
Eric K. Brandt		145,619,589		15,105,105		309,031		23,520,719
Edward C. Coppola		157,166,367		3,596,082		271,276		23,520,719
Steven R. Hash		157,010,649		3,718,474		304,602		23,520,719
Enrique Hernandez, Jr.		158,806,847		1,911,993		314,885		23,520,719
Daniel J. Hirsch		139,418,152		21,313,973		301,600		23,520,719
Marianne Lowenthal		159,024,520		1,696,137		313,068		23,520,719
Thomas E. O’Hern		158,915,828		1,846,044		271,853		23,520,719
Steven L. Soboroff		157,335,680		3,378,090		319,955		23,520,719
Andrea M. Stephen		157,585,666		3,131,600		316,459		23,520,719

Proposal 2:

Approval of the 2003 Incentive Plan.

For

Against

Abstentions

Broker Non-

Votes

155,172,341

5,577,292

284,092

23,520,719

Proposal 3:

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.

For

Against

Abstentions

Broker Non-

Votes

154,271,032

6,415,999

346,694

23,520,719

Proposal 4:

Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Named Executive Officer Compensation.


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
155,061,086	87,981	5,600,515	284,143	23,520,719

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, 2023.


For	Against	Abstentions
182,569,166	1,725,358	259,920

There were no broker non-votes for Proposal 5.

ITEM 9.01

Financial Statements and Exhibits.

(d)

Exhibits


10.1*		The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 31, 2023.

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

*	Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.


	THE MACERICH COMPANY

	By:	ANN C. MENARD

June 5, 2023	/s/ Ann C. Menard
	Senior Executive Vice President, Chief Legal Officer and Secretary