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 1, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 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. |
The Macerich Company (the “Company”) held its annual meeting of stockholders on June 1, 2017 (the “Annual Meeting”). 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) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, (3) approved the compensation of the Company’s named executive officers and (4) approved a frequency of 1 year for the future advisory votes on the Company’s named executive officer compensation. Based on this vote, the Company’s board of directors 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 | |||||
| John H. Alschuler |
109,707,440 | 20,225,220 | 14,678 | 3,819,106 | ||||
| Arthur M. Coppola |
126,142,729 | 3,520,412 | 284,197 | 3,819,106 | ||||
| Edward C. Coppola |
123,274,477 | 6,658,466 | 14,395 | 3,819,106 | ||||
| Steven R. Hash |
127,069,363 | 2,857,683 | 20,292 | 3,819,106 | ||||
| Fred S. Hubbell |
109,297,552 | 20,629,701 | 20,085 | 3,819,106 | ||||
| Diana M. Laing |
126,805,037 | 3,122,597 | 19,704 | 3,819,106 | ||||
| Mason G. Ross |
108,977,946 | 20,948,753 | 20,639 | 3,819,106 | ||||
| Steven L. Soboroff |
108,512,774 | 21,414,292 | 20,272 | 3,819,106 | ||||
| Andrea M. Stephen |
126,351,298 | 3,576,199 | 19,841 | 3,819,106 | ||||
| John M. Sullivan |
123,034,695 | 6,892,353 | 20,290 | 3,819,106 |
| Proposal 2: | Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2017. |
|
For |
Against |
Abstentions | ||
| 133,388,565 | 317,131 | 60,748 |
There were no broker non-votes for Proposal 2.
| Proposal 3: | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. |
|
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 114,797,791 | 14,881,621 | 267,926 | 3,819,106 |
| 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 | ||||
| 118,481,264 | 58,039 | 11,370,351 | 37,684 | 3,819,106 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MACERICH COMPANY | ||||||||
| By: THOMAS J. LEANSE | ||||||||
| June 6, 2017 | /s/ Thomas J. Leanse | |||||||
| Date | Senior Executive Vice President, Chief Legal Officer and Secretary |
|||||||