SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
May 15, 2001
MACK-CALI REALTY CORPORATION
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(Exact name of Registrant as specified in its charter)
MARYLAND
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(State or other jurisdiction of incorporation)
1-13274 22-3305147
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(Commission File No.) (I.R.S. Employer
Identification No.)
11 Commerce Drive, Cranford, New Jersey 07016
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(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On May 15, 2001, Mack-Cali Realty Corporation (the "Company") held its
Annual Meeting of Stockholders. At the Annual Meeting, the Company's
stockholders elected the following Class I directors to serve until the
Annual Meeting of Stockholders to be held in 2004: Brendan T. Byrne (Number
of shares for: 47,392,598, Number of shares against: 1,143,853), Martin D.
Gruss (Number of shares for: 47,422,540, Number of shares against:
1,113,911), Vincent Tese (Number of shares for: 47,426,848, Number of shares
against: 1,109,603), and Roy J. Zuckerberg (Number of shares for: 47,425,081,
Number of shares against: 1,111,370). The remaining members of the 13 member
Board of Directors and their respective terms of offices are as follows:
Class II directors, Nathan Gantcher, Earle I. Mack, William L. Mack and Alan
G. Philibosian, whose terms expire at the Annual Meeting of Stockholders to
be held in 2002 and Class III directors, John J. Cali, John R. Cali, Mitchell
E. Hersh, Irvin D. Reid and Robert F. Weinberg, whose terms expire at the
Annual Meeting of Stockholders to be held in 2003.
At the Annual Meeting, the Company's stockholders also voted upon and
approved the ratification of the appointment of PricewaterhouseCoopers LLP,
independent accountants, as the Company's independent accountants for the
ensuing year (Number of shares for: 48,335,671, Number of shares against:
68,785, Number of shares abstained: 131,995, Number of broker non-votes: 0).
In addition, at the Annual Meeting the Company's stockholders voted
upon and approved, by the vote of at least a majority of all outstanding
shares that is required for charter amendments, the adoption of an amendment
to the charter of the Company to decrease the affirmative stockholder vote
required to approve any extraordinary corporate action, such as a merger,
consolidation, sale of all or substantially all of the assets or dissolution
of the Company, from two-thirds to a majority of all votes entitled to be
cast on the action by the holders of the outstanding shares of stock of the
Company (Number of shares for: 32,458,044, Number of shares against:
8,972,767, Number of shares abstained: 103,363, Number of broker non-votes:
7,002,277). Accordingly, the proposal passed by a vote of 56.98% of the
Company's outstanding shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
3.1 Articles of Amendment dated May 15, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MACK-CALI REALTY CORPORATION
Date: May 16, 2001 By: /s/ Roger W. Thomas
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Roger W. Thomas
Executive Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT DOCUMENT
3.1 Articles of Amendment dated May 15, 2001