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SEC Filings



10-K/A
MACERICH CO filed this Form 10-K/A on 04/30/2018
Entire Document
 


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and greater than 10% stockholders are required by the SEC’s regulations to furnish our Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to our Company during and with respect to the fiscal year ended December 31, 2017, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were satisfied on a timely basis, with the exception of a failure to file a Form 5 by Mr. O’Hern to report one gift transaction of 1,063 shares of the Company’s Common Stock.

Audit Committee

The Board has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) and Section 10A(m) of the Exchange Act. The following table identifies the current members of the Audit Committee, its principal functions and the number of meetings held in 2017.

 

Name of Committee and

Current Members

  

Committee Functions

  

Number of

Meetings

Audit:

Steven R. Hash, Chair*

Peggy Alford**

Diana M. Laing*

Steven L. Soboroff

 

*   Audit Committee Financial

Expert

**   Audit Committee Financial Expert; Appointed to the Audit Committee March 29, 2018

  

•  appoints, evaluates, approves the compensation of, and, where appropriate, replaces our independent registered public accountants

 

•  reviews our financial statements with management and our independent registered public accountants

 

•  reviews and approves with our independent registered public accountants the scope and results of the audit engagement

 

•  pre-approves audit and permissible non-audit services provided by our independent registered public accountants

 

•  reviews the independence and qualifications of our independent registered public accountants

 

•  reviews the adequacy of our internal accounting controls and legal and regulatory compliance

 

•  reviews and approves related-party transactions in accordance with our Related Party Transaction Policies and Procedures

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Code of Business Conduct and Ethics

The company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and employees. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the SEC and the NYSE. In addition, our Company adopted a Code of Ethics for our CEO and senior financial officers which supplements our Code of Business Conduct and Ethics applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and applicable SEC rules. To the extent required by applicable SEC rules and NYSE Rules, we intend to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website at www.macerich.com under “Investors—Corporate Governance—Code of Ethics.” Each of these Codes of Conduct is available on our website at www.macerich.com under “Investors—Corporate Governance.”

Procedures for Recommending Director Nominees

During 2017, there were no material changes to the procedures described in the Company’s proxy statement relating to the 2017 Annual Meeting of Stockholders by which stockholders may recommend director nominees to the Company.

 

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