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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/21 Mack Cali Realty Corp. 8-K:5,8,9 4/12/21 14:331K Toppan Merrill/FA Mack Cali Realty LP |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 49K 2: EX-10.1 Material Contract HTML 18K 3: EX-99.1 Miscellaneous Exhibit HTML 22K 4: EX-99.2 Miscellaneous Exhibit HTML 16K 10: R1 Cover HTML 58K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- tm2113185d1_8k_htm XML 24K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.DEF XBRL Definitions -- cli-20210412_def XML 73K 7: EX-101.LAB XBRL Labels -- cli-20210412_lab XML 103K 8: EX-101.PRE XBRL Presentations -- cli-20210412_pre XML 70K 5: EX-101.SCH XBRL Schema -- cli-20210412 XSD 14K 13: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 14: ZIP XBRL Zipped Folder -- 0001104659-21-051359-xbrl Zip 27K
Exhibit 99.2
Mack-Cali Realty Corporation
Executive & Non-Employee Director Stock Ownership Guidelines
| · | Objective – The purpose of these stock ownership guidelines (“Guidelines”) is to ensure that senior executives and non-employee directors accumulate and hold a meaningful level of company stock to establish commonality of interest with shareholders and to be aligned with corporate governance “best practice.” |
| · | Covered Population – EVPs and above (“Executives”) and Non-Employee Directors (“Directors”). |
| · | Required Ownership Level – Value of owned shares as a multiple of annual base salary or, in the case of Directors, annual cash retainer for service as non-employee director (exclusive of fees for committee service or board leadership), depending on level as follows: |
| Multiple of | |
| Participants | Salary/Retainer |
| CEO | 5x Salary |
| EVP-level | 2x Salary |
| Non-Employee Directors | 5x Cash Retainer |
There is no requirement that the ownership level be attained within a specified time period. Use of retention ratio (below) obviates need for time period by which to achieve the guideline.
| · | Eligible Shares – Directly owned shares of Common Stock, directly owned units of limited partnership interest of Mack-Cali (“LTIP Units”), beneficially owned shares held indirectly (e.g., by immediate family members, trusts, etc.), vested share units in a non-qualified deferral arrangement, and shares held in the 401(k) plan. |
| — | Unexercised stock options or Appreciation Only LTIP Units (“AOLTIPs”), unearned/ unvested performance shares or performance-based LTIP units (“PBV LTIPs”), and unvested restricted shares or time-based LTIP units (“TBV LTIPs”) do not count. |
| · | Retention Ratio – Until the guideline ownership level is attained, Executives and Directors must retain 50% of net profit shares and LTIP units earned at (i) exercise of stock options/AOLTIPs, (ii) vesting and payment of performance shares/PBV LTIPs, and (iii) vesting of restricted shares/TBV LTIPs. |
| — | “Net profit shares / LTIP units” means: |
| – | Shares or LTIP units received on vesting or earn-out of restricted stock/restricted stock units/performance shares, or PBV or TBV LTIPs, net of Shares for Taxes; and |
| – | Shares received on exercise of stock options or AOLTIPs, net of shares tendered or withheld for payment of exercise price and Shares for Taxes. |
| — | “Shares for Taxes” means, regardless of whether share withholding is actually used: |
| – | The amount of taxes on the income realized by the participant on the vesting, earn-out or exercise date, calculated using maximum marginal tax rates, divided by the closing price of the Company’s common stock on the vesting, earn-out or exercise date. |
C:
| · | Administration – |
| — | Annually, at the Committee meeting corresponding to the annual shareholder meeting in May/June, the number of shares each Executive and Director needs to own will be calculated based on the then-current annual salary/retainer and an average of the closing stock prices for the prior 20 trading days. This number of shares will be the required ownership level until the next annual calculation. |
| — | If an Executive or Director does not own the required number of shares, the Retention Ratio will apply until the individual accumulates the required number of shares. The Executive or Director may sell shares in excess of the required number. |
| – | Any sale of shares by covered individual must be reviewed by the Legal Department for compliance with the guidelines and the Company’s stock trading policy. |
| — | Annually, each Executive or Director must provide a statement of shares owned. |
| · | Anti-Hedging/No Pledging – Shares will be subject to Mack-Cali’s anti-hedging and anti-pledging policies. |
| · | Modification – Guidelines may be amended or terminated at any time by the Executive Compensation & Option Committee in its discretion. |
| · | Effective Date – The Guidelines are effective April 12, 2021, provided that the stock retention ratio will only apply to equity awards granted after the effective date. |
C:
| C: 2 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/16/21 | None on these Dates | ||
| For Period end: | 4/12/21 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Veris Residential, Inc. 10-K 12/31/23 127:19M 2/22/23 Veris Residential, Inc. 10-K 12/31/22 134:23M 2/23/22 Veris Residential, Inc. 10-K 12/31/21 132:28M Certent, Inc./FA 12/13/21 Veris Residential, Inc. 424B5 1:497K Toppan Merrill/FA 11/03/21 Veris Residential, Inc. 10-Q 9/30/21 112:51M Certent, Inc./FA 7/28/21 Veris Residential, Inc. 10-Q 6/30/21 112:51M Certent, Inc./FA 6/09/21 Veris Residential, Inc. S-8 6/09/21 4:237K Toppan Merrill/FA 5/07/21 Veris Residential, Inc. S-8 5/07/21 4:119K Toppan Merrill/FA 5/06/21 Veris Residential, Inc. 10-Q 3/31/21 116:41M Certent, Inc./FA |