The Macerich Company placated its foes on Monday, announcing the addition of two new independent directors to its board and a plan to terminate its stockholder rights plan and declassify its board.
Macerich last month came under fire by several activist shareholder groups for its decision to reject Simon Property Group’s offer to acquire the mall owner and developer for $16.8 billion, or $95.50 a share.
One of the groups, Orange Capital and Land & Buildings, which formed an investment group to advocate for change at Macerich, began legal action and filed a proxy statement with the Securities and Exchange Commission, proposing that shareholders elect their slate of four directors to serve as Class I directors and hold office until the annual meeting of stockholders in 2018.
Arthur Coppola, chairman and chief executive officer of Macerich, said the company “engaged in significant stockholder outreach to solicit input on corporate governance issues as well as the decisions that our board made in connection with the unsolicited takeover offer. We sought guidance on changes that might be made to our corporate governance as well as to the composition of our board of directors. After listening to all the input from our stockholders, we decided to make these changes, which we are confident will be in the best interests of all Macerich stockholders.”
Under the plan disclosed Monday, John Alschuler, chairman of HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, and Steven R. Hash, former head of global equity research and of real estate investment banking at Lehman Brothers and current president and chief operating officer of Renaissance Macro Research, will be added to the slate and eligible to join the board following the 2015 annual meeting.
Dana Anderson and William P. Sexton agreed to step down from the board following the annual meeting.
Coppola thanked Anderson and Sexton for their years of service, dedication and contribution to Macerich, including “Dana’s founding of the company with Mace Siegel more than 50 years ago. They have contributed immeasurably to the growth and success of this business, and we wish them both the very best.”
Macerich announced an agreement with Orange Capital and Land & Buildings, which will withdraw its notice of nomination for the 2015 annual meeting and associated litigation in the Circuit Court for Baltimore City, Md., against the company.
“We are pleased that the Macerich board has made several important changes,” said Daniel Lewis, managing partner of Orange Capital. “We support the redemption of the stockholder rights plan, the plan to declassify the board and the addition of new independent directors. We believe all stockholders will benefit from these enhancements.”