DEF 14A

DEF 14A 1 d145241ddef14a.htm DEF 14A DEF 14A

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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ 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):

☒ No fee required.

☐ 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:
☐ Fee paid previously with preliminary materials.
☐ 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:

LOGO

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.

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

LOGO

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

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Macerich Company (The)