Governance Documents

At Mack-Cali, we believe in transparency of our corporate governance infrastructure and policies. This section of our website provides our key Board committee charters and other governance policies. All of these governance policies, principles and charters have been reviewed and approved by our Board of Directors and implement our governance objectives as well as requirements of the Sarbanes-Oxley Act of 2002, and the related rules of the Securities and Exchange Commission and the New York Stock Exchange.

In addition, the table below identifies key elements of our corporate charter and bylaws that we believe are best practices in corporate governance and that empower our stockholders and preserve their trust in us.

Governance Metric

Company Policy

Board Structure

The Board of Directors is currently declassified and all directors are elected to one year terms at each annual meeting of stockholders

Independent Board

A majority of the Board of Directors (7 of 10) are independent directors under NYSE listing standards

Majority Vote Standard

In an uncontested election, a director must receive a majority of votes cast in favor of his or her election to be elected to the Board of Directors

Roles of Chairman and CEO

The Board of Directors has separated the roles of Chairman of the Board and Chief Executive Officer

Lead Independent Director

The Board of Directors has designated a Lead Independent Director

Director Qualifications

The Board of Directors and its Nominating and Corporate Governance Committee utilize a Director Qualifications Matrix to assess a director nominee’s qualifications to serve on the Board of Directors with respect to quantitative and qualitative factors

Director Ownership Guidelines

Each director is required to beneficially own securities of the Company, including derivatives and securities of its subsidiaries, in an amount equal to 5 times the annual cash retainer for directors (currently $325,000).

Stockholder Authority to Amend Bylaws

A stockholder or a group of up to twenty stockholders who have owned and will continue to own at least 3% of the Company’s outstanding shares of common stock for at least one year may propose amendments to the Company’s bylaws

Opt-out of Control Share Acquisition Act

The Company has opted-out of the Maryland Control Share Acquisition Act such that it will not apply to any acquisition by any person of shares of the Company’s capital stock.

No poison Pill

The Company does not have a rights agreement or “poison pill” that would otherwise serve as an anti-takeover measure.

No Veto Power by Insiders

Insiders of the Company do not have the authority to veto or block any proposed takeover of the Company.


Download documents or request printed copies below.
Any of the codes or charters above are available in print to any shareholder who requests them by contacting the Company's investor relations department at investorrelations@mack-cali.com or 732.590.1000, ext. 1025, or by writing to the address below:

Mack-Cali Realty Corporation
Harborside 3
210 Hudson Street, Suite 400
Jersey City, NJ 07311