May 6, 2020 / 6:12 PM / 21 days ago

Bow Street pushes for more changes at Mack-Cali in proxy fight

BOSTON (Reuters) - Investment firm Bow Street Capital said on Wednesday it wants to replace the chief executive of Mack-Cali Realty Corp, streamline the real-estate investment trust’s residential assets and cut debt after its stock price tumbled 37% in the last year.

Bow Street, which owns 4.5% of Mack-Cali’s stock and won board seats last year, is back with a proposal to install more directors and a plan to improve operations.

The investment firm wrote to shareholders on Wednesday that it is interviewing potential candidates to replace CEO Michael DeMarco and that several Bow Street director candidates have the necessary experience to become interim CEO.

“After decades of underperformance and mismanagement, new leadership is required to create value at Mack-Cali,” Bow Street partners Akiva Katz and Howard Shainker wrote in the letter. They blame DeMarco, who has been CEO since 2017, for an “incoherent asset mix” and using too much debt.

Bow Street wants to streamline the company’s residential assets and prepare for a spin-off at some point, and cut debt by using the proceeds from asset sales.

A spokesman for Mack-Cali declined to comment.

Bow Street blames the board for signing off on DeMarco’s pay package, which has totaled $28.2 million since 2015. For 2020, DeMarco’s pay stands at $9.0 million, marking more than a 120% increase from his 2016 compensation, the letter said.

“Legacy directors have gone to extraordinary lengths to protect Mr. DeMarco and the status quo,” the letter said.

Bow Street first called for DeMarco’s ouster nearly two months ago when the firm laid the groundwork for a second proxy contest within two years.

Katz and Shainker have nominated four new directors, including Katz, to run this year to reinforce the four Bow Street directors elected last year to Mack-Cali’s 11-member board. Bow Street is also nominating the directors who were elected last year because the company, in an unusual step, is not putting them up for re-election.

The fight is noteworthy because the two sides appear ready to proceed to a vote at Mack-Cali’s annual meeting in June.

The coronavirus outbreak has prompted many other shareholders and companies in recent week to settle their differences quickly to let management teams return to running their companies.

Reporting by Svea Herbst-Bayliss; Editing by Paul Simao

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