UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) May 26, 2016

 

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant’s telephone number, including area code (310) 394-6000

 

N/A

(Former Name or Former Address, if Changed Since Last report)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.02                                  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Board of Directors of The Macerich Company (the “Company”) previously approved, subject to stockholder approval, The Macerich Company 2003 Equity Incentive Plan, as amended and restated (the “2003 Incentive Plan”), that would, among other things, (1) increase the aggregate share limit by an additional 6,000,000 shares, (2) eliminate the fungible share counting provision, (3) extend the term of the 2003 Incentive Plan until May 26, 2026, (4) provide for “double trigger” change in control vesting acceleration unless expressly provided for otherwise in the award agreement, and (5) subject all awards granted under the 2003 Incentive Plan to our Company’s clawback policy. As reported under Item 5.07 below, the Company’s stockholders approved the 2003 Incentive Plan at its Annual Meeting of Stockholders held on May 26, 2016 (the “Annual Meeting”). The 2003 Incentive Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

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

 

The Company held its Annual Meeting on May 26, 2016. At the Annual Meeting, the Company’s stockholders (1) elected the ten nominees listed below to serve as directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016, (3) approved the compensation of the Company’s named executive officers, and (4) approved the 2003 Incentive Plan.

 

Proposal 1:                               Election of Ten Directors to Serve Until the Next Annual Meeting of Stockholders and Until Their Respective Successors are Duly Elected and Qualified.

 

		For		Against		Abstensions		Broker Non- Votes
John H. Alschuler		135,573,677		667,299		52,201		4,161,941
Arthur M. Coppola		132,842,747		3,011,645		438,785		4,161,941
Edward C. Coppola		128,331,682		7,909,695		51,800		4,161,941
Steven R. Hash		135,573,591		668,227		51,359		4,161,941
Fred S. Hubbell		130,148,399		6,091,644		53,114		4,161,941
Diana M. Laing		132,109,287		4,132,715		51,175		4,161,941
Mason G. Ross		133,807,959		2,431,009		54,209		4,161,941
Steven L. Soboroff		134,072,666		2,165,790		54,721		4,161,941
Andrea M. Stephen		130,926,898		5,314,752		51,527		4,161,941
John M. Sullivan		127,635,008		8,605,782		52,387		4,161,941

 

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Proposal 2:                               Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2016.

 

For		Against		Abstensions
140,348,544		47,020		59,554

 

There were no broker non-votes for Proposal 2.

 

Proposal 3:                               Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.

 

For		Against		Abstensions		Broker Non- Votes
132,208,549		3,425,956		658,672		4,161,941

 

Proposal 4:                               Approval of the 2003 Incentive Plan.

 

For		Against		Abstensions		Broker Non- Votes
132,499,328		3,731,664		62,185		4,161,941

 

ITEM 9.01                                  Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

10.1*                 The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 26, 2016.

 

*                                         Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		THE MACERICH COMPANY
		By: THOMAS J. LEANSE
June 1, 2016		/s/ Thomas J. Leanse
Date		Senior Executive Vice President,
		Chief Legal Officer and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1*		The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 26, 2016.

 

*                                         Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

 

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