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PRELIMINARY PROXY STATEMENT DATED MAY 4, 2020

MACK-CALI REALTY CORPORATION
VERIS RESIDENTIAL, INC.
Harborside 3, 210 Hudson Street, Ste. 400

Jersey City, New Jersey 07311

2023.

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present a specific proposal for a potential transaction within approximately three weeks. However, no such proposal was delivered by Rizk Ventures to the Company or its financial advisors within such time period.

        On October 25, 2019, Bow Street sent a letter to the Board of Directors reiterating its desire for the sale of the Company or its assets and expressing frustration at the fact that the Company had not launched a sale process.

        On November 27, 2019, Mr. Rizk contacted representatives of BofA Securities to request another in-person meeting with Mr. DeMarco to present an acquisition proposal. In response, representatives of BofA Securities suggested that Mr. Rizk provide the key substantive terms of the proposal that he wished to present, such as the proposed purchase price, form of consideration, transaction structure and financing sources, to facilitate his discussion with Mr. DeMarco at the meeting. However, Mr. Rizk again declined to provide any details relating to Rizk Ventures' proposal, but continued to insist on an in-person meeting with Mr. DeMarco.

        On December 2, 2019, Bow Street sent a letter to the Board of Directors, in which Bow Street indicated that it had "become aware" that a bidder had approached the Company regarding a potential acquisition of Mack-Cali, and expressed concern about the Company's interactions with that bidder. Bow Street's letter did not specify the source of Bow Street's information relating to the bidder or explain how Bow Street became aware of the details of the Board of Directors' communications with the bidder.

        On December 3, 2019, representatives of BofA Securities, at the Company's request, sent a letter to Rizk Ventures, in which they encouraged Rizk Ventures to submit a written proposal to acquire the Company that would address the key terms of the proposed transaction, including the proposed purchase price and underlying valuation assumptions, transaction structure, equity and debt financing sources, and the identity of any co-bidders or other partners expected to participate in the proposed transaction.

        On December 6, 2019, Rizk Ventures delivered to the Company a preliminary, non-binding indication of interest in a potential acquisition of the Company. The indication of interest stated that Rizk Ventures and certain co-bidders would be prepared to acquire the Company for a purchase price in the range of $24.00 to $27.00 per share, which would be paid in a combination of cash and equity securities of UDR, Inc. ("UDR"), which Rizk Ventures described as its "anticipated co-bidder." The indication of interest also stated that Rizk Ventures expected to secure debt financing from J.P. Morgan. However, the indication of interest did not include the critical information specified by BofA Securities in its December 3, 2019 letter, including, among other key terms, (i) the valuation assumptions underlying the proposed price (which effectively rendered the wide price range specified by Rizk Ventures meaningless), (ii) the proposed equity financing sources and their respective commitment amounts (including the amount of equity proposed to be funded by Rizk Ventures itself), (iii) confirmation from UDR that it was in fact prepared to participate in a potential transaction on the terms described in the indication of interest and (iv) the anticipated sources of debt financing, including confirmation from J.P. Morgan that it was prepared to provide a debt financing commitment for the proposed transaction.

        In December 2019, on several occasions, BofA Securities advised Rizk Ventures that in order to present an offer that could be considered and evaluated by the Board of Directors, Rizk Ventures needed to provide the critical information about the proposed transaction that was omitted from its indication of interest. Such critical information was described in detail in two letters sent by BofA Securities, at the Company's request, to Rizk Ventures. However, despite the detailed guidance provided by BofA Securities, Rizk Ventures never furnished such critical information to the Company or BofA Securities.

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        On December 17, 2019, at its regularly scheduled meeting, the Board of Directors received and discussed the recommendations of the Shareholder Value Committee and its financial advisors, Goldman Sachs, and the Company's financial advisors, BofA Securities, which recommendations included the sale of the Company's entire suburban office portfolio and a possible sale of the Company itself, as well as the formation of a special committee to oversee management's efforts to implement these initiatives. Each of Goldman Sachs' and BofA Securities' presentations included a thorough review of the Company's strategy, market position, asset values and general market conditions. As part of its presentation, each investment bank also discussed several potential bidders who might have interest in acquiring the Company or its individual divisions, if the Company chose to conduct a sale process. Each investment bank noted that despite its conversations with various potentially interested parties and the fact that the strategic review process was publicly announced by the Company, no party (other than Rizk Ventures) had come forth with a verbal or written offer for the Company. Based on the recommendations of the Shareholder Value Committee, the Board of Directors authorized the Company to proceed with the sale of its entire suburban office portfolio. The Board of Directors also authorized the NCG Committee to form a new special committee to provide assistance and oversight to management in reviewing any acquisition proposals that may be received by the Company. In the context of the presentations made by Goldman Sachs and BofA Securities, the Board of Directors also reviewed and discussed the indication of interest submitted by Rizk Ventures. Representatives of BofA Securities reported that even though BofA Securities, on behalf of the Company, had repeatedly encouraged Rizk Ventures to provide certain critical information necessary for the Board of Directors to review and consider the proposal, Rizk Ventures had failed to provide such information. Representatives of BofA Securities also noted that while Rizk Ventures indicated in one of its letters to the Company that J.P. Morgan was acting as its financial advisor, in their subsequent conversations with representatives of BofA Securities and the Company's management, representatives of J.P. Morgan denied that they were acting as Rizk Ventures' financial advisor.

        On December 19, 2019, the Company issued a press release announcing that, based on the recommendations of the Shareholder Value Committee, the Board of Directors had determined to sell the Company's entire suburban office portfolio. The press release disclosed that the Company expected to complete the sale of its suburban office portfolio in 2020 and planned to use the available sales proceeds to pay down its corporate-level, unsecured indebtedness.

        On January 3, 2020, as directed by the Board of Directors, the NCG Committee formed a special committee (the "Special Committee") to provide assistance and oversight to management in evaluating any potential offers that may be received to acquire the Company or any substantial portion of its assets, and continue to explore ways to maximize stockholder value. The Special Committee comprised five Mack-Cali directors (including one of the Bow Street Directors), as voting members, and Michael J. DeMarco,ex officio as CEO of the Company, as a non-voting member. Although the NCG Committee invited both Bow Street Directors who previously served on the Shareholder Value Committee to join the Special Committee, one of these directors declined to serve due to the need to attend to other, more pressing outside business matters.

        On January 24, 2020, the NCG Committee held a special meeting, at which it formed a sub-committee consisting of Irvin D. Reid, Laura Pomerantz and Michael J. DeMarco (ex officio as CEO of the Company) to select, engage and oversee the work of a professional search firm to assist the NCG Committee in identifying qualified, independent director candidates to replace the Company's retiring Chairman of the Board, William L. Mack, two additional current directors who will become subject to the Company's retirement policy for directors in 2021, as well as any of the current directors who do not wish to stand for re-election at the Annual Meeting.

        Also on January 24, 2020, the Special Committee held a special meeting, at which it received and discussed presentations prepared by BofA Securities and the Company's management regarding the Company's current strategy for maximizing stockholder value. In the context of these presentations, the Special Committee also discussed the indication of interest in a potential acquisition of the Company

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previously submitted by Rizk Ventures. The Special Committee concluded that any transaction with Rizk Ventures was highly improbable, given the absence of confirmation that UDR was in fact interested in participating in a potential transaction (which the Company had requested on three separate occasions) as well as Rizk Ventures' failure to provide any information to confirm its financial wherewithal to complete the acquisition of the entire Company. The Special Committee also noted that, other than the Rizk Ventures indication of interest, the Company or its financial advisors had not received any acquisition proposals from any interested parties since the 2019 Annual Meeting, even after multiple conversations by BofA Securities and Goldman Sachs with various parties.

        On January 28, 2020, the NCG Committee, on behalf of the Board of Directors, invited all of the Company's current directors (other than Mr. Mack), including the four Bow Street Directors, to join the Company's slate of nominees for election to the Board of Directors at the Annual Meeting. Each of the Company's current directors, including each of the four Bow Street Directors, accepted the NCG Committee's invitation shortly thereafter.

        On January 31, 2020, Rizk Ventures sent a letter to the Board of Directors, in which it indicated that it would be interested in submitting a new bid for the Company. The letter indicated that Rizk Ventures' was no longer proposing a purchase price in the range of $24.00 to $27.00 per share and stated that the previously announced sale of the Company's suburban office assets "would likely result in lowering its bid." The letter also included a term sheet that purported to confirm that J.P. Morgan was prepared to provide $1.8 billion debt financing for the proposed transaction. However, the term sheet (which was marked as a "draft" and was missing all of its exhibits) did not indicate a commitment (or even a "highly confident" undertaking) by J.P. Morgan to provide debt financing for a potential acquisition of the whole Company. Rather, it merely summarized the "indicative" terms and conditions on which J.P. Morgan would provide a loan to Rizk Ventures to purchase a limited and unspecified set of assets (described as "property" in the term sheet), which terms and conditions appeared more appropriate for a real property transaction rather than a public company acquisition or a similar public M&A transaction. Nor did the January 31, 2020 letter include any of the other critical information that had been previously requested by BofA Securities on behalf of the Company on several occasions, including but not limited to the sources and amounts of Risk Ventures' equity funding.

        In February 2020, the Company engaged Ferguson Partners, a nationally recognized director search firm, to assist the NCG Committee in identifying qualified, independent director candidates to replace Mr. Mack as well as two additional current directors who will become subject to the Company's retirement policy for directors in 2021.

        On February 5, 2020, the Board of Directors sent a letter to Rizk Ventures, in which it again encouraged Rizk Ventures to submit a written offer to acquire the entire Company and comply with the Company's previous information requests, which had been communicated to Rizk Ventures on several occasions. In particular, the Board of Directors' letter stated that the Company would be prepared to discuss a fully financed offer to acquire the entire Company at an attractive price. The letter also reiterated that any proposal should specify the proposed equity and debt financing sources, transaction structure, and the identity of the members of the buyer group (including their written agreement to participate and their role in a potential transaction). The Board of Directors' letter also stated that in addition to such critical information, which was missing from Rizk Ventures' January 31, 2020 letter, Rizk Ventures had not provided to the Company any confirmation that UDR was prepared to participate in a potential transaction, any information about the amount of equity expected to be contributed by UDR, or evidence that UDR was aware of the fact that Rizk Ventures' indication of interest described UDR as a potential acquiror. In addition, the Board of Directors' letter stated that the J.P. Morgan term sheet provided by Rizk Ventures did not seem to contemplate the type of debt financing that would be appropriate for a whole-company acquisition.

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        Prior to sending the Board of Directors' letter to Rizk Ventures on February 5, 2020, the Company circulated a draft of the letter to all Board members (including each of the Bow Street Directors) for their review and approval. Later that same day, Nori Gerardo Lietz sent a reply email to the Company (with copies to all other members of the Board of Directors), in which she expressed support for the draft letter and stated that she "agreed with the substance and tone of the letter."

        On February 23, 2020, Rizk Ventures sent a letter to the Board of Directors, in which it falsely accused the Company of refusing to engage with Rizk Ventures regarding its indication of interest and stated that it was no longer interested in pursuing a potential transaction with the Company.

        On February 28, 2020, the Company issued a press release in which it publicly disclosed its February 5, 2020 letter to Rizk Ventures. The Company chose to publicly disclose its February 5, 2020 letter in response to two articles previously published by Bloomberg, which repeated the inaccurate and misleading statements made by Rizk Ventures in its February 23, 2020 letter to the Board of Directors. The Company's press release made it clear that Mack-Cali never refused to engage with Rizk Ventures regarding its acquisition proposal. Rather, on several occasions, the Company and BofA Securities encouraged Rizk Ventures to provide certain critical information that was necessary for the Board of Directors to review and evaluate the proposal. However, Rizk Ventures never provided the requested information. The press release stated that the Company believed that Rizk Ventures' unfounded accusations were nothing more than an attempt to disguise its own inability to provide satisfactory responses to the Company's information requests and present a credible offer for the whole Company.

        On March 2, 2020, UDR issued a press release indicating that any discussions that UDR may have had with Rizk Ventures regarding a potential transaction involving the Company were merely preliminary and that, as of February 7, 2020 (i.e., more than two weeks before Rizk Ventures sent its February 23, 2020 letter to the Board of Directors), UDR had ceased all such discussions with Rizk Ventures. UDR further confirmed that it had never engaged in direct dialogue or correspondence with the Board of Directors or management team of the Company.

        From early to mid-March of 2020, the Bow Street Directors engaged in discussions with representatives of Bow Street regarding joining Bow Street's majority slate of director nominees for election to the Board of Directors at the Annual Meeting. In the course of these discussions, each of the Bow Street Directors met with Bow Street's legal counsel and executed a written consent to be nominated for election to the Board of Directors on Bow Street's proxy card. The Bow Street directors chose to take this course of action without informing the Board of Directors or discussing their intentions with the Lead Independent Director, the Chair of the NCG Committee or any other members of the Board of Directors, even though each of them had previously accepted the Board of Directors' good faith invitation to join the Company's slate of nominees that was made on January 28, 2020.

        On March 9, 2020, after several preliminary discussions by representatives of BofA Securities with representatives of a highly reputable potential bidder ("Party A"), representatives of the Special Committee, members of the Company's management and representatives of BofA Securities met with representatives of Party A, at Party A's request, to discuss the possibility of a strategic transaction involving the Company. While no offer was presented or discussed at the meeting, representatives of Party A expressed an interest in a potential strategic transaction with the Company. Although Party A's representatives indicated that, given the current state of the stock and credit markets resulting from the COVID-19 pandemic, an offer would not be feasible at this time, they also indicated that, as the markets stabilize, Party A would revisit the possibility of making a proposal to acquire the Company. The Company's representatives encouraged Party A to do so.

        On March 10, 2020, Mr. Katz contacted Mr. Mack by telephone to demand that Bow Street be given four additional seats on the Board of Directors at the Annual Meeting (in addition to the four Bow Street Directors). In response, Mr. Mack indicated that he believed that it would be inappropriate for a less than 5% stockholder, such as Bow Street, to have such a vastly disproportionate

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representation on the Board of Directors. However, Mr. Mack stated that he would inform the Lead Independent Director and the Chair of NCG Committee of his conversation with Mr. Katz.

        On March 11, 2020, Mr. Mack contacted Mr. Katz by telephone to advise him that, after discussing the views expressed by Mr. Katz during his telephone conversation with Mr. Mack on March 10, 2020, the NCG Committee continued to believe that Bow Street's request for a majority control of the Board of Directors was inappropriate.

        On March 12, 2020, Bow Street delivered to the Company a formal notice of its intent to nominate a majority slate of eight candidates, including all of the four Bow Street Directors, to stand for election to the Board of Directors at the Annual Meeting. On the same day, Bow Street issued, by press release, a public letter to Mack-Cali stockholders, in which Bow Street announced that it was nominating a majority slate of eight candidates, including the four Bow Street Directors and four additional candidates (including Mr. Katz), for election to the Board of Directors at the Annual Meeting. Bow Street's letter also called for the removal of the Company's CEO, Michael J. DeMarco.

        Following the Company's receipt of Bow Street's nomination notice, in light of the Bow Street Directors' decision to forego the opportunity to be re-nominated on the Company's slate, the NCG Committee directed Ferguson Partners to expand its search for qualified, independent director candidates to replace the Bow Street Directors on the Company's slate of nominees for election to the Board of Directors at the Annual Meeting. The NCG Committee instructed Ferguson Partners to focus its search on candidates that had extensive finance, real estate, mergers and acquisitions and corporate governance experience, consistent with the Company's strategy of selling its suburban office assets and pursuing strategic alternatives. The NCG Committee also emphasized the need for Ferguson Partners to evaluate potential candidates based on their board and leadership experience, diversity, cultural fit and credibility among REIT investors.

        On March 13, 2020, Mr. Katz contacted Alan S. Bernikow, the Company's Lead Independent Director, by telephone to discuss Bow Street's proxy contest. In the course of their telephone conversation, Mr. Bernikow indicated that in order to avoid another costly and distracting proxy contest, the Board of Directors would be willing to include three of the Bow Street Directors in the Company's slate of nominees for election to the Board of Directors at the Annual Meeting, if Bow Street agreed to end its proxy contest. Mr. Bernikow identified the three Bow Street Directors that the Company was prepared to include in its slate of nominees, and indicated that the fourth Bow Street Director was unacceptable to the Board of Directors due to that individual's low vote totals at the 2019 Annual Meeting as well as unconstructive conduct as a Board member. In response, Mr. Katz indicated that Bow Street was not prepared to end its proxy contest unless the Company offered Bow Street majority control of the Board of Directors.

        On March 16, 2020, the Company issued a press release responding to Bow Street's public letter to stockholders. The Company's press release reiterated that the Board of Directors is open to all alternatives to maximize stockholder value, including a potential strategic transaction, and will consider all credible offers. The press release stated that the Board of Directors intends to launch a strategic process and that, in the meantime, the Special Committee will assist the Board of Directors and management in evaluating any acquisition proposals or inquiries that may be received from any interested parties. The press release also noted that, contrary to Bow Street's allegations, other than the indication of interest submitted by Rizk Ventures in December 2019, which the Special Committee determined was an illusory offer from a party that did not have the financial wherewithal to complete a potential transaction, the Company has not received or rejected any verbal or written acquisition proposals from any suitors since the 2019 Annual Meeting.

        On March 23, 2020, the Board of Directors, at its regularly scheduled quarterly meeting, formed a committee (the "Annual Meeting Committee") consisting of all of the Company's current directors other than the four Bow Street Directors to review and approve the recommendations of the NCG

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Committee for the Company's slate of nominees for election to the Board of Directors at the Annual Meeting and to determine all other matters relating to the proxy contest initiated by Bow Street.

        On March 24, 2020, Mr. Bernikow held a telephone conversation with Alan Batkin, one of the Bow Street Directors, at Mr. Batkin's request, in which Mr. Bernikow again offered to include three of the Bow Street Directors (previously identified by Mr. Bernikow in his conversation with Mr. Katz on March 13, 2020) in the Company's slate of nominees for election to the Board of Directors at the Annual Meeting, if Bow Street agreed to end its proxy contest.

        On March 27, 2020, Mr. Katz sent a letter to Mr. Bernikow, in which he rejected the Company's settlement offer. Mr. Katz's letter indicated that Bow Street was not willing to end its proxy contest for a majority of the Board of Directors, but would be willing to remove the four Bow Street Directors from its slate if the Company irrevocably agreed to include all four of them in the Company's slate and support their re-election to the Board of Directors in the same manner as it supports the election of the Company's other nominees. Through its demand for an irrevocable commitment by the Company to nominate and support the re-election of the Bow Street Directors, Bow Street effectively sought to ensure the election of four of its eight candidates, such that Bow Street could have eight seats on the Board of Directors if all Bow Street's other nominees were elected at the Annual Meeting.

        Also on March 27, 2020, Mr. DeMarco sent an email to Mr. Katz, in which he asked him to clarify whether Bow Street would be willing to end its proxy contest if the Company agreed to include all four of the Bow Street Directors in the Company's slate. Later that same day, Mr. Katz sent a reply email to Mr. DeMarco, in which he indicated that Bow Street was not prepared to end its proxy contest and that it was proposing merely to reduce its slate from eight to four nominees if the Company agreed to include all four of the Bow Street Directors in the Company's slate.

        On March 30, 2020, Mr. Bernikow, on behalf of the Board of Directors, sent an email to Mr. Katz in response to his letter dated March 27, 2020. Mr. Bernikow's email stated that, as the Company had previously stated, both publicly and privately, the Board of Directors does not believe it would be appropriate to give majority control of the Board of Directors to Bow Street, a less than 5% activist stockholder who previously attempted to purchase the Company's premium assets at a discount, and whose platform is to dismiss the Company's CEO and sell its business in the midst of a national health and economic crisis. However, Mr. Bernikow's email stated that he would share Mr. Katz's letter with the NCG Committee, which would consider Bow Street's proposal and make the appropriate recommendation to the Annual Meeting Committee.

        Also on March 30, 2020, the Company issued a press release announcing the formation of the Annual Meeting Committee. The Company also announced that the NCG Committee had retained Ferguson Partners to assist the NCG Committee in identifying qualified, independent director candidates to be nominated for election to the Board of Directors at the Annual Meeting to replace Mr. Mack as well as each of the Bow Street Directors, who had chosen to be nominated on Bow Street's slate. In the Company's view, the Bow Street Directors' decision to become participants in Bow Street's solicitation and give their names and reputations for use in Bow Street's campaign indicated that the Bow Street Directors endorsed and sought to advance Bow Street's self-interested agenda, including gaining control of the Board and firing the Company's CEO. The press release stated that the NCG Committee was conducting interviews of potential director candidates identified by Ferguson Partners and would make a recommendation to the Annual Meeting Committee with respect to the Company's slate of nominees for election to the Board of Directors at the Annual Meeting. The press release reiterated the Board of Directors' openness to all alternatives to maximize stockholder value and confirmed its intent to conduct a strategic process as soon as market conditions improved.

        On March 31, 2020, Bow Street issued a press release in which it criticized the Board of Directors' decision not to re-nominate the Bow Street Directors for election to the Board of Directors at the Annual Meeting, despite the fact that these individuals had already agreed to join Bow Street's slate.

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        Also on March 31, 2020, the NCG Committee held a special meeting, at which it discussed the results of the comprehensive search conducted by Ferguson Partners, under the supervision of the sub-committee formed by the NCG Committee at its previous meeting (the "Sub-Committee"), over the preceding several weeks to identify potential director candidates to be nominated by the Company for election to the Board of Directors at the Annual Meeting. The NCG Committee reviewed the qualifications, experience and background of approximately 23 potential director candidates identified by Ferguson Partners and interviewed by the Sub-Committee. Based on the recommendations of the Sub-Committee and Ferguson Partners, the NCG Committee selected eight highly qualified, independent director candidates to be invited for an additional round of interviews with members of the Board of Directors and the NCG Committee, upon completion of which the NCG Committee would select and recommend five candidates to the Annual Meeting Committee for inclusion in the Company's slate of nominees for election to the Board of Directors at the Annual Meeting.

        Later in the day on March 31, 2020, the Annual Meeting Committee held a special meeting, at which it discussed the eight director candidates selected by the NCG Committee, including their background, experience and qualifications. The Annual Meeting Committee concluded that each of the eight individuals selected by the NCG Committee is a highly qualified director candidate and determined that each of them should be invited to participate in a second round of interviews with members of the Annual Meeting Committee and the NCG Committee. The Annual Meeting Committee also discussed and approved the recommendation of the NCG Committee to not re-nominate the Bow Street Directors for election to the Board of Directors on the Company's slate. In making its determination, the Annual Meeting Committee considered the fact that each of the Bow Street Directors had chosen to join the slate of a dissident stockholder who previously attempted to purchase the Company's premium assets at a discount under threat of a proxy contest and subsequently demanded a $2.0 million fee from the Company, as well as the fact that each of the Bow Street Directors endorsed and sought to advance Bow Street's self-interested agenda, including gaining control of the Board of Directors, firing the Company's CEO and forcing an immediate sale of the Company at any price.

        During the period from March 31, 2020 through April 5, 2020, members of the Annual Meeting Committee and the NCG Committee conducted interviews of the eight director candidates selected by the NCG Committee.

        On April 6, 2020, the Company issued a press release regarding the Board of Directors' decision not to include the four Bow Street Directors on the Company's slate of nominees for election to the Board of Directors at the Annual Meeting. The Company's press release stated that although each of the Bow Street Directors accepted the Board of Directors' invitation to be included in the Company's slate of nominees, these directors simultaneously and secretly engaged in discussions with Bow Street regarding joining Bow Street's slate of nominees for election at the Annual Meeting, and ultimately agreed to join Bow Street's new 2020 proxy contest to gain control of the Board of Directors by seeking eight seats on the Board of Directors (including the four seats currently held by the Bow Street Directors), remove the CEO and force an immediate sale of the Company at a price acceptable to Bow Street, rather than on terms that maximize value for all stockholders. The Company's press release explained that, under such circumstances, the NCG Committee had no choice but to withdraw its invitation for the Bow Street Directors to join the Company's slate, because to do otherwise would assist Bow Street, a less than 5% stockholder, in its efforts to take control of the Company to pursue its own agenda.

        Also on April 6, 2020, Bow Street issued a press release publicly disclosing the letter sent by Mr. Katz to Mr. Bernikow on March 27, 2020.

        Later in the day on April 6, 2020, the Annual Meeting Committee and the NCG Committee held a joint special meeting, at which they discussed the eight director candidates selected by the NCG Committee based on the recommendations of Ferguson Partners, whose interviews had been completed

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by the Annual Meeting Committee and the NCG Committee prior to the meeting. After an extensive discussion of the background, experience and qualifications of the candidates, as well as their independence as potential Mack-Cali directors, the Annual Meeting Committee, acting upon the recommendation of the NCG Committee, determined to invite the following individuals to join the Company's slate of nominees for election to the Board of Directors at the Annual Meeting: Z. Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky. Each of these individuals subsequently accepted the Annual Meeting Committee's invitation to join the Company's slate of nominees.

        On April 8, 2020, Mr. Bernikow, on behalf of the Board of Directors, sent a letter to Bow Street, again indicating that the Annual Meeting Committee would be willing to include three of the Bow Street Directors (previously identified by Mr. Bernikow in his conversation with Mr. Katz on March 13, 2020) in the Company's slate, if Bow Street agreed to withdraw all of its director nominations and discontinue its proxy contest. Mr. Bernikow's letter indicated that the fourth Bow Street Director was unacceptable to the Board of Directors due to that individual's low vote totals at the 2019 Annual Meeting as well as unconstructive conduct as a Board member. Mr. Bernikow's letter also stated that the inclusion of the Bow Street Directors in the Company's slate while Bow Street continues to wage a proxy contest for four additional Board seats would only assist Bow Street, a less than 5% stockholder, to achieve its goal of taking control of the Company in order to pursue its own agenda.

        On April 13, 2020, the Annual Meeting Committee held a special meeting, at which the Annual Meeting Committee, acting upon the recommendation of the NCG Committee, approved the Company's slate of eleven nominees for election to the Board of Directors at the Annual Meeting. In addition to the Company's incumbent directors—Alan S. Bernikow, Michael J. DeMarco, Lisa Myers, Laura Pomerantz, Rebecca Robertson and Dr. Irvin D. Reid—the Company's slate of nominees approved by the Annual Meeting Committee includes five new highly qualified, independent nominees: Z. Jamie Behar, Michael Berman, Howard Roth, Gail Steinel and Lee Wielansky.

        On April 14, 2020, the Company issued a press release announcing its slate of eleven nominees for election to the Board of Directors at the Annual Meeting.

        On April 15, 2020, the Bow Street Directors sent a letter to Messrs. Mack, Bernikow and DeMarco, in which they disputed the view previously publicly expressed by the Company that the Bow Street Directors abdicated their fiduciary duties by agreeing to be named on Bow Street's slate.

        On April 17, 2020, Bow Street filed its preliminary proxy statement in connection with the Annual Meeting.

        On April 18, 2020, the Company sent a letter to the Bow Street Directors in response to their April 15, 2020 letter to Messrs. Mack, Bernikow and DeMarco. The Company's letter reiterated the Company's view that the Bow Street Directors' decision to support Bow Street's campaign to gain control of the Board of Directors, remove the Company's CEO and pursue an immediate sale of the Company or its assets at a price acceptable to Bow Street, rather than on terms that maximize value for all stockholders, was inconsistent with their fiduciary duties as Mack-Cali directors. The Company's letter also pointed out that the surreptitious manner in which the Bow Street Directors chose to conduct their discussions with Bow Street regarding joining its slate of nominees, even though each of them had previously accepted the Board of Directors' invitation to join the Company's slate of nominees, was inconsistent with the basic principles of director collegiality and good corporate governance. The Company's letter noted that the actions of the Bow Street Directors were particularly inappropriate in light of the fact that each of them had voted in unanimity with the other Board members on almost every matter over the past year, never raised any concerns with the Company's CEO and expressed support for the Company's strategy, as approved by the Board of Directors and carried out by the Company's management team.

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CERTAIN POTENTIAL ADVERSE CONSEQUENCES OF THE PROXY CONTEST

        The agreement governing the Company's unsecured revolving credit facility (the "Credit Facility") contains "change of control" provisions that permit the lenders to declare a default under the Credit Facility and require the immediate repayment of all outstanding borrowings under the Credit Facility. These change of control provisions are triggered if, among other things, a majority of the seats on the Board of Directors (other than vacant seats) become occupied by directors who were neither nominated by the Board Directors nor appointed by a majority of directors nominated by the Board of Directors. These change of control provisions, which have been an event of default under the agreements governing the Company's revolving credit facilities since June 2000, do not permit the Board of Directors to approve Bow Street's nominees to prevent an event of default under the Credit Facility. As of May 1, 2020, the Company had approximately $326 million of outstanding borrowings under the Credit Facility.

        Furthermore, the agreements governing the Company's $300 million principal amount of 4.500% Senior Unsecured Notes due April 18, 2022 (the "2022 Notes") and $275 million principal amount of 3.150% Senior Unsecured Notes due May 15, 2023 (the "2023 Notes" and together with the 2022 Notes, the "Notes') include cross-acceleration provisions that would constitute an event of default requiring immediate repayment of the Notes plus any accrued and unpaid interest thereon if the Company defaults on any other debt obligations of at least $10 million that result in an acceleration of the repayment of such other debt. These cross-acceleration provisions of the Notes would be triggered if the change of control provisions under the Credit Facility are triggered and the lenders declare a default under the Credit Facility and accelerate repayment of the outstanding borrowings thereunder.

        In addition, construction loans in the aggregate amount of approximately $156 million that are secured by two of the Company's Roseland subsidiary multi-family residential property development projects (the "Construction Loans") contain cross-acceleration provisions similar to those in the agreements governing the Notes for defaults by the Company resulting in acceleration of debt of at least $100 million.

        If at least six of Bow Street's eight nominees were to be elected by our stockholders at the Annual Meeting, the change of control provisions under the Credit Facility would be triggered, resulting in an event of default under the Credit Facility. As a consequence, the commitments of the lenders under the Credit Facility could be immediately terminated, and all amounts owing under the Credit Facility, the Notes and the Construction Loans could become immediately due and payable by the Company. In such instance, the Company cannot assure stockholders that it would be able to obtain the financing to immediately pay the amounts owed under the Credit Facility, the Notes or the Construction Loans, or to replace the existing commitments of the lenders thereunder on commercially reasonable terms, if at all. In addition, the Credit Facility currently matures in January 2021, subject to two six-month extensions that may only be exercised by the Company if there are no facts that would give rise to an event of default under the Credit Facility. Even if the lenders under the Credit Facility did not terminate commitments and accelerate the repayment of all outstanding borrowings under the Credit Facility, the lenders may not permit the Company to exercise the options to extend the maturity date beyond January 2021.

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