2021 PROXY STATEMENT I PROXY STATEMENT SUMMARY
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The Macerich Company April 29, 2021 Dear Fellow Stockholders: You are cordially invited to attend our 2021 Annual Meeting of Stockholders to be held on Friday, May 28, 2021 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401. The accompanying Notice and Proxy Statement contain details concerning the matters to be considered during our Annual Meeting. At our Annual Meeting, you will be asked to consider and vote on the following matters: (1) election of the ten directors named in the accompanying Proxy Statement; (2) approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement; (3) approval of an amendment to our charter to increase the number of authorized shares of common stock; (4) approval of the amendment and restatement of our Employee Stock Purchase Plan; (5) ratification of the appointment of KPMG LLP as our independent registered public accounting firm; and (6) the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof. Our Board of Directors unanimously recommends that you vote your shares: “FOR” the election of the ten directors named in the accompanying Proxy Statement; “FOR” the approval of the compensation of our named executive officers as described in the accompanying Proxy Statement; “FOR” the approval of the amendment to our charter to increase the number of authorized shares of common stock; “FOR” the approval of the amendment and restatement of our Employee Stock Purchase Plan; and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. On or about April 29, 2021, we mailed to our stockholders copies of our Proxy Statement and 2020 Annual Report to Stockholders. We look forward to seeing you at our Annual Meeting and thank you for your continued support. We are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. 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 Annual Meeting will instead be held solely by remote communication (a virtual meeting). 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 the accompanying 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 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2021 NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Friday, May 28, 2021 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, 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 approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement; (3) the approval of an amendment to our charter to increase the number of authorized shares of common stock; (4) the approval of the amendment and restatement of our Employee Stock Purchase Plan; (5) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and (6) 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 22, 2021 will be entitled to notice of, and to vote at, our Annual Meeting. 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. 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. Record stockholders may authorize their Proxies: • By Internet: Go to the website address shown on your Proxy. • 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, 2021 TABLE OF CONTENTS Proxy Statement Summary .................................................................. i About Our Annual Meeting ................................................................... 1 Proposal 1: Election of Directors ............................................................. 5 Information Regarding Director Nominees ....................................................... 6 Corporate Governance ........................................................................ 12 Compensation of Non-Employee Directors ........................................................ 23 Executive Officers ............................................................................ 26 Equity Ownership of Directors, Named Executive Officers and Principal Stockholders ...................... 27 Executive Officer Biographical Information ......................................................... 29 Compensation Committee Report ............................................................... 30 Compensation Discussion And Analysis .......................................................... 30 Executive Summary .......................................................................... 31 Executive Compensation ...................................................................... 50 Summary Compensation Table—Fiscal Years 2018-2020 ............................................ 50 Grants of Plan-Based Awards—Fiscal 2020 ....................................................... 54 Discussion of Summary Compensation and Grants of Plan-Based Awards Table ......................... 54 Outstanding Equity Awards at December 31, 2020 ................................................. 56 Option Exercises and Stock Vested—Fiscal 2020 .................................................. 57 Nonqualified Deferred Compensation—Fiscal 2020 ................................................. 57 Potential Payments Upon Termination or Change in Control .......................................... 58 CEO Compensation Pay Ratio .................................................................. 62 Equity Compensation Plan Information ........................................................... 62 Compensation Committee Interlocks and Insider Participation ......................................... 63 Audit Committee Matters ...................................................................... 63 Report of the Audit Committee .................................................................. 64 Principal Accountant Fees and Services .......................................................... 64 Audit Committee Pre-Approval Policy ............................................................ 65 Proposal 2: Non-Binding Advisory Vote to Approve the Compensation