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CLI > SEC Filings for CLI > Form 8-K on 16-May-2014All Recent SEC Filings

Show all filings for MACK CALI REALTY CORP

Form 8-K for MACK CALI REALTY CORP


16-May-2014

Submission of Matters to a Vote of Security Holders, Financial Statements a


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On May 12, 2014, Mack-Cali Realty Corporation (the "Company"), the general partner of Mack-Cali Realty, L.P., held its Annual Meeting of Stockholders (the "Annual Meeting") to (i) elect four members of the Board of Directors of the Company, (ii) approve Articles of Amendment to the Company's Articles of Restatement (the "Charter Amendment") to declassify the Board of Directors and adopt concurrent annual terms for all the members of the Board of Directors, as set forth in the Company's proxy statement for the Annual Meeting, (iii) hold a non-binding advisory vote to approve the compensation of the Company's named executive officers, as set forth in the Company's proxy statement for the Annual Meeting, and (iv) ratify the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

(b) At the Annual Meeting, the Company's stockholders elected the following four Class II directors to serve until the Company's annual meeting of stockholders to be held in 2017; William L. Mack (Number of shares for: 71,337,892, Number of shares withheld: 2,983,877, Number of shares abstained: 0, Number of broker non-votes: 6,894,858); Nathan Gantcher (Number of shares for: 71,742,687, Number of shares withheld: 2,579,082, Number of shares abstained: 0, Number of broker non-votes: 6,894,858); David S. Mack (Number of shares for: 71,972,104, Number of shares withheld: 2,349,665, Number of shares abstained: 0, Number of broker non-votes: 6,894,858); and Alan G. Philibosian (Number of shares for: 67,931,001, Number of shares withheld: 6,390,768, Number of shares abstained: 0, Number of broker non-votes: 6,894,858).

The following directors' terms of office as directors of the Company continued following the Annual Meeting: Mitchell E. Hersh, Alan S. Bernikow, Kenneth M. Duberstein, Jonathan Litt, Irvin D. Reid, Vincent Tese and Roy J. Zuckerberg.

The Company's stockholders also voted upon and approved the Charter Amendment, as set forth and described in the Company's proxy statement for the Annual Meeting (Number of shares for: 74,093,848, Number of shares against: 175,705, Number of shares abstained: 52,216, Number of broker non-votes: 6,894,858). On May 14, 2014, the Company filed the Charter Amendment with the State Department of Assessments and Taxation of Maryland. A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and a corresponding Amendment No. 3 to the Company's Bylaws is filed herewith as Exhibit 3.2.

The Company's stockholders, on a non-binding advisory basis, also voted upon and did not approve the compensation of the Company's named executive officers, as set forth in the Company's proxy statement for the Annual Meeting (Number of shares for: 22,279,795, Number of shares against: 51,043,255, Number of shares abstained: 998,719, Number of broker non-votes: 6,894,858).


The Company's stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 (Number of shares for: 80,660,037, Number of shares against: 512,050, Number of shares abstained: 44,540, Number of broker non-votes: 0).



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description

3.1           Articles of Amendment to the Articles of Restatement of Mack-Cali
              Realty Corporation as filed with the State Department of Assessments
              and Taxation of Maryland on May 14, 2014.

3.2           Amendment No. 3 to the Mack-Cali Realty Corporation Amended and
              Restated Bylaws dated May 14, 2014.


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