The Real Deal Tristate

A new boardroom era begins at Mack-Cali

A months-long proxy fight between Bow Street and the Jersey City-based REIT has ended, although a potential sale could still loom on the horizon.
June 18, 2019 04:15PM

Mack-Cali’s Harborside 3 complex in Jersey City and chairman of the board William Mack

Mack-Cali Realty confirmed Tuesday that activist investor Bow Street had won four seats on its board of directors after a months-long proxy fight.

Four of Mack-Cali’s current directors opted not to seek reelection during the real estate investment trust’s annual meeting on June 12, GlobeSt reported. That led Bow Street to install four of its chosen candidates, a move that could eventually led to a potential sale of Mack-Cali or a major disposition of the Jersey City-based firm’s assets, according to National Real Estate Investor.

Bow Street became embroiled in a quest for change at Mack-Cali in March after the latter rejected a $2.4 billion takeover bid that would have spun off a suburban office portfolio into a new REIT. As previously noted by The Real Deal, Mack-Cali formed an independent committee in May to explore its strategic options, including a potential sale.

As part of the new corporate governance regime at Mack-Cali, the REIT has agreed to rescind the “Mack Agreement,” which allows the Mack family to nominate up to three directors to its board.

Mack-Cali’s outgoing directors — Nathan Gantcher, David Mack, Alan Philibosian and Vincent Tese — will be replaced by advisory firm CEO Alan Batkin, French businessman Frederic Cumenal, former Forest City Ratner CEO MaryAnne Gilmartin and Nori Gerardo Lietz, a Harvard Business School lecturer and president of real estate advisory firm Areté Capital.

Bloomberg reported that Mack-Cali chairman William Mack, Gantcher, Philibosian and Tese received support from 13 percent of shareholders despite not standing for reelection. At least one of Bow Street’s new board members will participate in the independent committee tasked with reviewing the REIT’s options.

Mack-Cali, which has shaken up its executive ranks in recent years, sold an office-flex portfolio in Westchester County for $487.5 million in March. The following month Mack-Cali paid $264 million to buy Jersey City’s Soho Lofts. [GlobeSt] — Mario Marroquin