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Wednesday, Feb 1, 2023

Pushed by Activists, Macerich Adds Independent Directors

Santa Monica mall operator Macerich Co. announced Monday the company is adding two independent directors to its board and ending its stockholder rights plan or “poison pill” in a move aimed at placating activist investors.

The group of stockholders has withdrawn litigation it had filed in a Maryland state court, according to Macerich officials.

“We are pleased that the Macerich Board has made several important changes,” Daniel Lewis, managing partner of hedge fund Orange Capital, said in a statement. “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.”

Activist investor Land and Buildings and Orange Capital, both in New York, reportedly tried to get Macerich to work out a deal with rival mall operator Simon Property Group Inc. of Indianapolis last month after Macerich had rebuffed a takeover bid.

After initially offering $16 billion, Simon pitched a final bid of $16.8 billion to Macerich last month, but Macerich executives rejected the officer, saying it was too low.

John Alschuler, Chairman of HR&A Advisors, Inc., an economic development and public policy consulting organization, and Steven Hash, president and chief operating officer of New York’s Renaissance Macro Research, are expected to join the Board following the 2015 annual stockholders’ meeting which will be held on May 28. Hash is also a former head of global equity research and of real estate investment banking for Lehman Brothers Holdings Inc.

“Over the past two months, we have 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,” Macerich Chief Executive Arthur Coppola said in a statement. “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.”

As part of the plan, two current directors, Dana Anderson and Dr. William P. Sexton, will step down. All directors will be up for election no later than next year’s annual board meeting.

Shares of Macerich were flat at $82.46 in after-hours trading.


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