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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/23 Macerich Co. 8-K:5,9 1/26/23 11:358K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 166K 6: R1 Document and Entity Information HTML 49K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d443019d8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- mac-20230126_lab XML 57K 5: EX-101.PRE XBRL Presentations -- mac-20230126_pre XML 36K 3: EX-101.SCH XBRL Schema -- mac-20230126 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 11: ZIP XBRL Zipped Folder -- 0001193125-23-021287-xbrl Zip 58K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 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): i January 26, 2023
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
MARYLAND | i 1-12504 | i 95-4448705 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 401 Wilshire Boulevard, i Suite 700, i Santa Monica, i California i 90401
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code i (310) i 394-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
i Common stock of The Macerich Company, $0.01 par value per share | i MAC | i The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 26, 2023, the Board of Directors (the “Board”) of The Macerich Company (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), to, among other things:
• | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
• | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; and |
• | outline the procedures for announcing the date, time and place of a reconvened meeting of stockholders in the event a meeting of stockholders is adjourned. |
The Bylaws also include certain technical, modernizing and clarifying changes, including updates to provisions relating to virtual meetings to align with changes to the Maryland General Corporation Law.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
3.1 | Amended and Restated Bylaws of The Macerich Company, dated January 26, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE MACERICH COMPANY | ||||||
By: ANN C. MENARD | ||||||
/s/ Ann C. Menard | ||||||
Date | Senior Executive Vice President, | |||||
Chief Legal Officer and Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/1/23 | |||
For Period end: | 1/26/23 | SC 13G/A | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Macerich Co. S-8 2/29/24 7:462K Donnelley … Solutions/FA 2/26/24 Macerich Co. 10-K 12/31/23 129:15M 8/07/23 Macerich Co. 424B5 8/04/23 2:654K Donnelley … Solutions/FA 8/04/23 Macerich Co. 424B7 2:703K Donnelley … Solutions/FA 8/04/23 Macerich Co. 424B2 2:704K Donnelley … Solutions/FA 8/04/23 Macerich Co. 424B2 2:809K Donnelley … Solutions/FA 8/04/23 Macerich Co. S-3ASR 8/04/23 8:1.3M Donnelley … Solutions/FA 6/06/23 Macerich Co. S-8 6/06/23 4:82K Donnelley … Solutions/FA 2/24/23 Macerich Co. S-8 2/24/23 4:93K Donnelley … Solutions/FA |