UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 29, 2018
| THE MACERICH COMPANY |
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(Exact Name of Registrant as Specified in its Charter)
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Maryland
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1-12504
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95-4448705
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (310) 394-6000
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| N/A |
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(Former name or former address, if changed since last report)
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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 (§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.
On March 29, 2018, the Board of Directors (the "Board") of The Macerich Company (the "Company") elected Ms. Peggy Alford to the Board. Ms. Alford has been appointed to the Audit Committee of the Board, and will be included in the Company's slate of nominees for election to the Board at the 2018 annual meeting of stockholders. Ms. Alford's election to the Board fills the vacancy created by the resignation of Mr. Fred S. Hubbell described below.
As a non-employee director, Ms. Alford will participate in the Company's compensation and benefit programs for all non-employee directors of the Company as described in the Company's Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on April 18, 2017. The Company intends to enter into its standard form indemnification agreement with Ms. Alford. There are no arrangements or understandings between Ms. Alford and any other person pursuant to which Ms. Alford was selected as a director, nor are there any transactions subject to Item 404(a) of Regulation S-K in which the Company is a participant and Ms. Alford has a material interest.
Also on March 29, 2018, Fred S. Hubbell, having served as a member of the Board since 1994, resigned from the Board. As announced on August 9, 2017, Mr. Hubbell had at that time stepped down from the position of lead director due to the expected demands from his recently announced gubernatorial campaign in the State of Iowa and was replaced in that role by Steven Hash, who joined the Board as an independent director in late May 2015. Mr. Hubbell has now decided to resign from the Board in order to focus his time and attention on his gubernatorial campaign and its increasing demands as the June primaries and November election approach. His decision is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board thanks Mr. Hubbell for his many years of valuable service.
A copy of the Company's press release announcing the appointment of Ms. Alford is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE MACERICH COMPANY (Registrant) |
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Date: March 30, 2018
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By:
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/s/ Ann C. Menard | |
| Name: Ann C. Menard | |||
| Title: Executive Vice President, Chief Legal Officer and Secretary | |||
Exhibit 99.1
Macerich Announces Appointment of Peggy Alford to Board of Directors
SANTA MONICA, Calif., March 30, 2018 – The Macerich Company (NYSE: MAC), today announced that its Board of Directors has appointed Peggy Alford to the Board. Ms. Alford will also be nominated to stand for election to the Board at the Company's 2018 Annual Meeting of Stockholders.
The appointment of Ms. Alford as an independent director continues the Company's ongoing Board refreshment program. Ms. Alford is the sixth new director added to the Board since 2013. Ms. Alford will be filling the seat previously held by Fred Hubbell, who has resigned from the Board in order to focus on his gubernatorial campaign in Iowa. The Board thanks Mr. Hubbell for his many years of valuable service.
Ms. Alford will bring to the Macerich Board strong digital expertise and a track record of driving growth and innovation through data analytics. She currently serves as Chief Financial Officer of the Chan Zuckerberg Initiative, a philanthropic organization founded in December 2015 that brings together world-class engineering, grant-making, impact investing, policy, and advocacy work. Ms. Alford previously held a variety of senior executive positions at PayPal, Inc., including Chief Financial Officer of the Americas, Global Credit and Global Products; Senior Vice President, Head of Human Resources, People Operations and Global Head of Cross Border Trade; and Chief Operating Officer, Asia Pacific. Prior to joining PayPal, Inc., Ms. Alford worked at former eBay subsidiary, Rent.com, a national internet listing service that enables renters to find rental properties online. At Rent.com, Ms. Alford served in a variety of roles with increasing responsibilities, including President, General Manager and Chief Financial Officer.
Mason Ross, the Chairman of the Nominating and Corporate Governance Committee of Macerich, stated, "As part of our ongoing program to further enhance the Board's skills, expertise and diversity, we conducted a thorough process with the assistance of a leading search firm. Peggy is a proven executive with an outstanding track record of driving digital transformation and growth, and she has significant experience leading complex businesses. We are delighted to welcome Peggy to the Board and look forward to benefitting from her experience and fresh perspectives. The Macerich Board and management team remain focused on positioning Macerich's centers as attractive settings for retailers as the new town squares and downtowns, delivering unique experiences for shoppers and enhanced value for stockholders."
"Macerich has a leading portfolio of irreplaceable assets in the country's most desirable markets, a clear strategy to transform retail properties into high-performing destinations, and is a recognized leader in sustainability. I am honored by the opportunity to join the Macerich Board and look forward to enhancing value for the benefit of all of the Company's stockholders and other stakeholders," said Ms. Alford.
ABOUT PEGGY ALFORD
Ms. Alford currently serves as Chief Financial Officer of the Chan Zuckerberg Initiative, a philanthropic organization. Previously, she worked at PayPal, Inc. and held a variety of positions, including Chief Financial Officer of the Americas, Global Credit and Global Products; Senior Vice President, Head of Human Resources, People Operations and Global Head of Cross Border Trade; and Chief Operating Officer, Asia Pacific. Prior to joining PayPal in 2011, Ms. Alford worked at Rent.com, a national internet real estate listing service and former subsidiary of eBay Inc., where she served as President and General Manager as well as Chief Financial Officer. Ms. Alford started her career at Arthur Andersen LLP, where she spent nine years consulting, including software and internet companies. Ms. Alford received a Bachelor of Science in Accounting and Business Administration from the University of Dayton and is a licensed certified public accountant.
ABOUT MACERICH
Macerich, an S&P 500 company, is a fully integrated self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, development and redevelopment of regional malls throughout the United States.
Macerich currently owns 53 million square feet of real estate consisting primarily of interests in 48 regional shopping centers. Macerich specializes in successful retail properties in many of the country's most attractive, densely populated markets with significant presence in the Pacific Rim, Arizona, Chicago and the Metro New York to Washington, DC corridor.
A recognized leader in sustainability, Macerich has earned NAREIT's prestigious "Leader in the Light" award every year from 2014-2017. For the third straight year in 2017 Macerich achieved the #1 GRESB ranking in the North American Retail Sector, among many other environmental accomplishments. Additional information about Macerich can be obtained from the Company's website at www.macerich.com.
Forward Looking Statements
This release contains statements that constitute forward-looking statements which can be identified by the use of words, such as "expects," "anticipates," "assumes," "projects," "estimated" and "scheduled" and similar expressions that do not relate to historical matters. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2017, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.
Contacts
Jean Wood, Vice President - Investor Relations 424-229-3366; Thomas O'Hern, Senior Executive Vice President and Chief Financial Officer 310-394-6000