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): June 12, 2017 (June 9, 2017)
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland |
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1-13274 |
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22-3305147 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(Registrants telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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333-57103 |
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22-3315804 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) On June 9, 2017, Mack-Cali Realty Corporation (the General Partner), the general partner of Mack-Cali Realty, L.P. (the Company, and together with the General Partner, the Registrants), held its Annual Meeting of Stockholders (the Annual Meeting) to (i) elect all nine members of the Board of Directors of the General Partner (the Board of Directors), (ii) hold a non-binding advisory vote to approve the compensation of the General Partners named executive officers, as set forth in the General Partners proxy statement for the Annual Meeting, (iii) hold a non-binding advisory vote to select the frequency for holding future advisory votes relating to the compensation of the General Partners named executive officers, and (iv) ratify the appointment of the General Partners independent registered public accounting firm for the fiscal year ending December 31, 2017.
(b) At the Annual Meeting, the General Partners stockholders elected the following nine directors to serve until the General Partners annual meeting of stockholders to be held in 2018:
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For |
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Withheld |
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Broker Non-Vote |
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William L. Mack |
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73,255,070 |
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3,234,769 |
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3,735,590 |
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Alan S. Bernikow |
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74,279,152 |
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2,210,686 |
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3,735,590 |
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Kenneth M. Duberstein |
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59,824,013 |
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16,665,825 |
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3,735,590 |
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Nathan Gantcher |
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69,769,918 |
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6,719,920 |
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3,735,590 |
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David S. Mack |
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73,526,161 |
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2,963,677 |
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3,735,590 |
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Alan G. Philibosian |
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56,223,389 |
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20,266,449 |
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3,735,590 |
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Irvin D. Reid |
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55,771,205 |
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20,718,634 |
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3,735,590 |
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Rebecca Robertson |
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74,882,397 |
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1,607,442 |
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3,735,590 |
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Vincent Tese |
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44,761,905 |
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31,727,933 |
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3,735,590 |
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The General Partners stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the General Partners named executive officers, as set forth in the General Partners proxy statement for the Annual Meeting (Number of shares for: 74,464,562, Number of shares against: 1,690,049, Number of shares abstained: 335,228, Number of broker non-votes: 3,735,590).
The General Partners stockholders, on a non-binding advisory basis, also voted upon and selected one year as the frequency for holding future advisory votes on the compensation of the General Partners named executive officers (Number of shares voted for one year: 63,747,671, Number of shares voted for two years: 28,414, Number of shares voted for three years: 12,636,354, Number of shares abstained: 77,399, Number of broker non-votes: 3,735,590). In light of these voting results, the General Partner will continue to include a nonbinding stockholder advisory vote on named executive officer compensation in the General Partners proxy materials every year. The Board of Directors of the General Partner may, in its discretion, determine to change the frequency with which the General Partner will hold this vote.
The General Partners stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the General Partners independent registered public accounting firm for the fiscal year ending December 31, 2017 (Number of shares for: 79,266,522, Number of shares against: 931,999, Number of shares abstained: 26,908, Number of broker non-votes: 0).
Item 7.01 Regulation FD
On June 12, 2017, the General Partner issued a press release announcing an increase in its quarterly cash dividend to $0.20 per common share for the period April 1, 2017 through June 30, 2017 from $0.15 per common share for the period January 1, 2017 through March 31, 2017. The dividend will be paid on July 14, 2017 to
shareholders of record as of July 6, 2017. A copy of the General Partners press release announcing the new dividend rate is furnished herewith as Exhibit 99.1.
Limitation of Incorporation by Reference
In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1 furnished herewith, is furnished pursuant to Item 7.01 and shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Cautionary Statements
This Current Report on Form 8-K, including the exhibits furnished herewith, contains forward-looking statements within the meaning of Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as may, will, plan, potential, projected, should, expect, anticipate, estimate, target, continue, or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by U.S. federal securities laws, we do not intend to update any of the forward-looking statements to reflect circumstances or events that occur after the statements are made or to conform the statements to actual results. The information contained in this Current Report on Form 8-K, including the exhibit filed herewith, should be viewed in conjunction with the consolidated financial statements and notes thereto appearing in the Registrants Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
In connection with the foregoing, the General Partner and the Company hereby furnish the following document:
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
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Exhibit Title |
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99.1 |
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Press Release of Mack-Cali Realty Corporation dated June 12, 2017. |
The information included in this Current Report on Form 8-K (including the exhibit hereto) being furnished under Item 7.01, Regulation FD and Item 9.01 Financial Statements and Exhibits of Form 8-K shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACK-CALI REALTY CORPORATION | |||
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Dated: June 12, 2017 |
By: |
/s/ Gary T. Wagner | ||
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Gary T. Wagner | ||
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General Counsel and Secretary | ||
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MACK-CALI REALTY, L.P. | |||
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By: |
Mack-Cali Realty Corporation, | ||
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its general partner | ||
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Dated: June 12, 2017 |
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By: |
/s/ Gary T. Wagner | |
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Gary T. Wagner | |
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General Counsel and Secretary | |
Exhibit 99.1
M A C K C A L I R E A L T Y C O R P O R A T I O N
NEWS RELEASE
For Immediate Release
MACK-CALI REALTY CORPORATION
DECLARES INCREASED QUARTERLY CASH DIVIDEND
Quarterly Dividend Increased by 33.3 Percent
First Increase in 10 Years
Jersey City, New JerseyJune 12, 2017 Mack-Cali Realty Corporation (NYSE: CLI) today announced that its Board of Directors has declared a cash dividend of $0.20 per common share (indicating an annual rate of $0.80 per common share) for the period April 1, 2017 through June 30, 2017. The dividend will be paid on July 14, 2017 to shareholders of record as of July 6, 2017. This is an increase of 33.3 percent over the dividend from the prior quarter and the first increase for the Company since 2006.
Michael J. DeMarco, chief executive officer, commented We feel that our operations, specifically distributable cash flow, have improved significantly to the point that we felt that our shareholders should receive an increase on their cash return.
About Mack-Cali Realty Corporation
Mack-Cali Realty Corporation is a fully integrated, self-administered, self-managed real estate investment trust (REIT) providing management, leasing, development, and other tenant-related services for its two-platform operations of waterfront and transit-based office and luxury multi-family assets. Mack-Cali provides its tenants and residents with the most innovative communities that empower them to re-imagine the way they work and live.
Additional information on Mack-Cali Realty Corporation and the commercial real estate properties and multi-family residential communities available for lease can be found on the Companys website at www.mack-cali.com.
Statements made in this press release may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of words such as may, will, plan, potential, projected, should, expect, anticipate, estimate, target, continue, or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading Disclosure Regarding Forward-Looking Statements and Risk Factors in the Companys Annual Reports on Form 10-K, as may be supplemented or amended by the Companys Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
Contacts: |
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Anthony Krug |
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Deidre Crockett |
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