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SEC Filings

MACERICH CO filed this Form 8-K on 05/23/2018
Entire Document

(C)    comply with all laws and regulations applicable to any solicitation in connection with the annual meeting;


(D)    promptly provide the Corporation such additional information as is necessary or reasonably requested by the Corporation;

(vii)    a copy of the Schedule 14N that will be filed with the Securities and Exchange Commission to the extent required by the Exchange Act.

(6)    No later than the final date when a Proxy Access Notice pursuant to this Section 1.13 may be timely delivered to the Corporation, a Qualifying Fund and the constituents thereof whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder must also provide to the secretary of the Corporation documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof.

(7)    The Eligible Stockholder may provide to the secretary of the Corporation, at the time the information required by this Section 1.13 is originally provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed 500 words, in support of the candidacy of such Eligible Stockholder’s Stockholder Nominee(s) (the “Statement”). Notwithstanding anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes:

(i)    would violate any applicable law, regulation or listing standard;

(ii)    is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or

(iii)    directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person.

(8)    No later than the final date when a Proxy Access Notice pursuant to this Section 1.13 may be timely delivered to the Corporation, each Stockholder Nominee must provide the information, certificate and questionnaire required of nominees under Section 1.11(a)(4) and must:

(i)    provide an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee:

(A)    consents to being named in the Corporation’s proxy statement and form of proxy card (and will not agree to be named in any other person’s proxy statement or form of proxy card) as a nominee;