THE MACERICH COMPANY (Name of Registrant As Specified in Its Charter)
Total Page:16
File Type:pdf, Size:1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 THE MACERICH COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: The Macerich Company April 20, 2007 Dear Stockholder: You are cordially invited to attend our Annual Meeting of Stockholders to be held on Wednesday, May 30, 2007 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California. The enclosed Notice and Proxy Statement contain details concerning the matters to be considered during the Annual Meeting. At the Annual Meeting, you will be asked to (i) elect three directors; (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent accountants; (iii) consider a stockholder proposal regarding declassification of the Board of Directors, if properly presented at the meeting; and (iv) transact such other business as may properly come before the meeting. You will note that the Board of Directors of the Company recommends a vote “FOR” the election of each of the three directors, “FOR” the ratification of the appointment of Deloitte & Touche LLP and “AGAINST” the stockholder proposal regarding declassification of the Board. Please complete, sign and return your Proxy in the enclosed envelope at your earliest convenience to assure that your shares will be represented and voted at the Annual Meeting, even if you cannot attend. We look forward to seeing you at the Annual Meeting and thank you for your support. Mace Siegel Chairman of the Board Arthur Coppola President and Chief Executive Officer THE MACERICH COMPANY 401 WILSHIRE BOULEVARD SUITE 700 SANTA MONICA, CALIFORNIA 90401 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2007 NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Wednesday, May 30, 2007 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California, for the following purposes described in this Notice: (1) To elect three members of the Board of Directors, each to serve for a three-year term and until his successor is duly elected and qualifies; (2) To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the independent accountants for the Company for the year ending December 31, 2007; (3) To consider and vote upon a stockholder proposal regarding declassification of the Board, if properly presented at the meeting; and (4) To consider and act upon any other matter that may properly be brought before the Annual Meeting and at any adjournment or postponement thereof. Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned or postponed. The Board of Directors has fixed the close of business on Tuesday, March 13, 2007 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Only stockholders of record of the Company’s common stock, $.01 par value per share, at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. You are requested to complete and sign the enclosed form of Proxy, which is being solicited by the Board of Directors, and to mail it promptly in the enclosed postage prepaid envelope. Any Proxy may be revoked by delivery of a later dated Proxy or a written notice of revocation or by attending the Annual Meeting and voting in person. By Order of the Board of Directors Richard A. Bayer Secretary Santa Monica, California April 20, 2007 WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY. TABLE OF CONTENTS About the Annual Meeting 1 Proposal 1: Election of Directors 4 Information Regarding Nominees and Directors 5 The Board of Directors and its Committees 9 Compensation of Directors 12 Executive Officers 15 Compensation Committee Report 18 Compensation Discussion and Analysis 18 Executive Compensation 26 Summary Compensation Table 26 Grants of Plan-Based Awards 29 Outstanding Equity Awards at December 31, 2006 30 Option Exercises and Stock Vested 31 Nonqualified Deferred Compensation 32 Discussion of Summary Compensation and Grants of Plan-Based Awards Table 33 Potential Payments Upon Termination or Change of Control 35 Compensation Committee Interlocks and Inside Participation 40 Certain Transactions 40 Principal Stockholders 42 Audit Committee Matters 44 Report of the Audit Committee 45 Proposal 2: Ratification of the Appointment of Independent Accountants 47 Proposal 3: Stockholder Proposal 47 Other Matters 50 Solicitation of Proxies 50 Stockholder Proposals and Director Nominees 50 Section 16(a) Beneficial Ownership Reporting Compliance 50 Other Matters 50 Appendix I I-1 Appendix II II-1 Appendix III III-1 THE MACERICH COMPANY 401 WILSHIRE BOULEVARD SUITE 700 SANTA MONICA, CALIFORNIA 90401 PROXY STATEMENT FOR 2007 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2007 This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of The Macerich Company, a Maryland corporation (the “Company”), for use at its 2007 Annual Meeting of Stockholders to be held on Wednesday May 30, 2007 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California, and at any adjournment or postponement thereof (the “Annual Meeting”). This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and Proxy are first being sent to stockholders on or about April 20, 2007. The Company’s 2006 Annual Report, including financial statements for the fiscal year ended December 31, 2006, is being mailed to stockholders concurrently with this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material. ABOUT THE ANNUAL MEETING What is the purpose of the Annual Meeting? At the Annual Meeting, our stockholders will consider and vote on the following matters: (1) the election of three directors; (2) the ratification of the appointment of the Company’s independent accountants; and (3) the stockholder proposal regarding declassification of the Board, if properly presented at the meeting. In addition, our stockholders will transact any other business that properly comes before the meeting. Management of the Company will also respond to any questions from our stockholders. Who is entitled to vote? Only holders of record of the Company’s common stock, $.01 par value per share (the “Common Stock”), at the close of business on the record date, March 13, 2007 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. The Common Stock is the only class of securities of the Company authorized to vote. Under the Company’s Charter and applicable law, a stockholder is not entitled to cumulative voting rights in the election of directors. Who can attend the Annual Meeting? All stockholders of the Company as of the Record Date, or their duly appointed Proxy holders, may attend the Annual Meeting. What constitutes a quorum? The presence, in person or by proxy, of holders entitled to cast at least a majority of all the votes entitled to be cast is necessary to constitute a quorum for the transaction of business at the Annual Meeting. As of the Record Date, 72,335,853 shares of Common Stock were outstanding and entitled to vote. Abstentions and broker “non-votes” will count toward the presence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner returns a properly executed proxy, but does not cast a vote with respect to a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.