• Abstract and Figures
• Public Full-text

The Macerich Company April 29, 2020 Dear Fellow Stockholders: As we write this letter, our world is facing an unprecedented health crisis in the form of the novel coronavirus (COVID-19). It is a crisis that is impacting our way of life and touching almost every facet of the global economy. We are fortifying our company and re-shaping our strategic plans to withstand this unprecedented event. We are closely monitoring the situation and working with local and national authorities to ensure our number one priority – the health and safety of our employees, tenants, and shoppers. COVID-19 has undoubtedly altered the retail landscape. As a leader in shaping the future of retail real estate, we must step up in the face of this crisis and support our key stakeholders. We believe that we have built a business model and balance sheet that will weather near-term pressure and ensure Macerich remains in a position of strength going forward. We are executing a strategy to transform our high-quality centers to mean more to more people, creating essential places to explore, experience and connect. We believe this part of people’s lives will be even more important and valued as we emerge from the current crisis. You are cordially invited to attend our 2020 Annual Meeting of Stockholders to be held on Thursday, June 18, 2020 at 10:00 a.m. local time at The Macerich Company, 401 Wilshire Boulevard, Suite 700 Santa Monica, California 90401. Given that we do not know when the restrictions imposed as a result of COVID-19 will be relaxed, this year we must reserve the right to notify you in the future that our 2020 Annual Meeting will instead be held solely by remote communication (a virtual meeting). The accompanying Notice and Proxy Statement contain details concerning the matters to be considered during our Annual Meeting. We look forward to you joining us at our Annual Meeting and thank you for your continued support. Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to submit your Proxy to ensure your shares are represented and voted at our Annual Meeting. If you attend our Annual Meeting, you may continue to have your shares voted as instructed on your Proxy or you may withdraw your Proxy at the meeting and vote your shares in person by following the instructions for doing so in our Proxy Statement. Thomas E. O’Hern Chief Executive Officer Steven R. Hash Chairman of the Board THE MACERICH COMPANY 401 WILSHIRE BOULEVARD SUITE 700 SANTA MONICA, CALIFORNIA 90401 NOTICE OF THE 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2020 NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Thursday, June 18, 2020 at 10:00 a.m. local time at The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401, to consider and vote upon: (1) the election of ten directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; (2) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; (3) the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement; and (4) the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof. Action may be taken on the foregoing matters at our Annual Meeting on the date specified above, or on any date or dates to which our Annual Meeting may be postponed or adjourned. Only stockholders of record of our common stock at the close of business on March 23, 2020 will be entitled to notice of, and to vote at, our Annual Meeting. We are pleased to again take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about April 29, 2020, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2019 Annual Report to Stockholders and authorize their proxies online. All other stockholders will receive these materials by mail. If you only received a Notice of Internet Availability of Proxy Materials by mail, the Notice contains instructions on how you may obtain a paper copy of the Proxy Statement and Annual Report. Since becoming a public company, we have always held our annual meetings in person, and it remains our intention to do so under normal circumstances. However, we are actively monitoring the coronavirus (COVID-19) situation, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we may hold a virtual annual meeting, in which participation would be solely by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, or at the current noted location, we will announce alternative arrangements, including how to participate, in a press release available at www.macerich.com as promptly as practicable before our Annual Meeting and file such information as additional proxy materials with the Securities and Exchange Commission. Please monitor our website www.macerich.com for updated information. If you are planning to attend our Annual Meeting, please check the website ten days prior to the meeting date. Record stockholders may authorize their Proxies: • By Internet: Go to the website address shown on your Proxy or the Notice of Internet Availability of Proxy Materials. • By Toll-Free Telephone: If you received a printed set of Proxy Materials by mail, you may call the toll-free number shown on your Proxy and follow the recorded instructions. • By Mail: If you received a printed set of Proxy Materials by mail, you may mark, sign, date and promptly return the enclosed Proxy in the postage-paid envelope. Beneficial stockholders: If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee on how to authorize voting of your shares of common stock at our Annual Meeting. By Order of the Board of Directors Ann C. Menard Secretary Santa Monica, California April 29, 2020 TABLE OF CONTENTS Proxy Statement Summary ................................................................... i About Our Annual Meeting ................................................................... 1 Proposal 1: Election of Directors .............................................................. 5 Information Regarding our Director Nominees .................................................... 6 Corporate Governance ......................................................................... 12 Compensation of Non-Employee Directors ......................................................... 24 Executive Officers ............................................................................. 26 Equity Ownership of Directors, Named Executive Officers and Principal Stockholders ....................... 27 Compensation Committee Report ................................................................ 31 Compensation Discussion and Analysis ........................................................... 31 Executive Compensation ....................................................................... 46 Summary Compensation Table—Fiscal Years 2017-2019 ............................................. 46 Grants of Plan-Based Awards—Fiscal 2019 ........................................................ 50 Discussion of Summary Compensation and Grants of Plan-Based Awards Table .......................... 51 Outstanding Equity Awards at December 31, 2019 .................................................. 52 Option Exercises and Stock Vested—Fiscal 2019 ................................................... 53 Nonqualified Deferred Compensation—Fiscal 2019 .................................................. 54 Potential Payments Upon Termination or Change in Control ........................................... 55 CEO Compensation Pay Ratio ................................................................... 59 Equity Compensation Plan Information ............................................................ 59 Compensation Committee Interlocks and Insider Participation ......................................... 60 Audit Committee Matters ....................................................................... 60 Report of the Audit Committee .................................................................. 61 Principal Accountant Fees and Services ........................................................... 61 Audit Committee Pre-Approval Policy ............................................................. 61 Proposal 2: Ratification of the Appointment of KPMG LLP as our Company’s Independent Registered Public Accounting Firm .................................................................... 63 Independent Registered Public Accounting Firm ................................................... 63 Proposal 3: Advisory

Load more

  75

Copy Link