Bow Street Set to Win Four Board Seats at Mack-Cali Realty

(Bloomberg) -- The investor pushing to revamp the board of Mack-Cali Realty Corp. is positioned to win four director seats at the real estate investment trust, according to a statement Wednesday.

Four current Mack-Cali directors won’t stand for re-election to its 11-member board at the company’s annual meeting scheduled for Wednesday, the company said. That clears the way for candidates put forth by Bow Street LLC, which owns a 4.5% stake in the REIT.

The company’s chairman Bill Mack received support from about 13% of shareholders, people familiar with the matter said, based on preliminary figures. Nathan Gantcher, Alan Philibosian and Vincent Tese, who said they wouldn’t stand for re-election, also received 13%, the people said asking not to be identified because the matter is private.

David Mack, who is the fourth director who said he wouldn’t stand for re-election, received roughly 89% support, the people said. Because David Mack stepped down, Bill Mack will retain his seat on the board.

Bow Street has been locked in a proxy fight with the company for months after making an unsolicited proposal to acquire Mack-Cali’s office portfolio and to spin off its apartment properties.

Mack-Cali rejected Bow Street’s proposal, saying in March that its board unanimously determined it undervalued the company’s core office holdings and was unworkable.

Two prominent shareholder advisory firms -- Institutional Shareholder Services Inc. and Glass Lewis & Co. -- had recommended last month that Mack-Cali investors partially support the push for change at the company.

ISS recommended investors support three of the four nominees, arguing it would allow a more thorough review of the company’s strategy.

Glass Lewis recommended two of Bow Street’s directors, arguing there were ample grounds to support incremental change at the company.

The four current directors who have decided that they won’t stand for re-election are David Mack,

Mack-Cali said it would also opt out of Maryland’s unsolicited takeover statute and rescind its agreement with the Mack family that allows the family to nominate up to three directors. The REIT has also set up a committee to evaluate strategic alternatives, including a potential sale.

To contact the reporter on this story: Scott Deveau in New York at sdeveau2@bloomberg.net

To contact the editors responsible for this story: Elizabeth Fournier at efournier5@bloomberg.net, Matthew Monks, Amy Thomson

©2019 Bloomberg L.P.