NEW YORK–(BUSINESS WIRE)–Bow Street LLC (“Bow Street”) today issued the following statement regarding the unfair and untrue allegations made by Mack-Cali Realty Corporation (“Mack-Cali” or the “Company”) regarding Tammy Jones, one of Bow Street’s nominees for election to the Company’s Board of Directors (the “Board”).
Akiva Katz and Howard Shainker, Managing Partners of Bow Street, said, “It is highly disappointing that Mack-Cali has chosen to impugn Ms. Jones, who is one of the few African American female CEOs in the commercial real estate sector. Ms. Jones has a sterling reputation, unimpeachable integrity and is widely recognized as a champion of gender and ethnic diversity in the commercial real estate industry. Mack-Cali shareholders would greatly benefit from the independence, intellect, and experience she would bring to the boardroom. That Mack-Cali’s legacy directors and CEO Michael DeMarco would choose to mislead shareholders with innuendo and falsehoods about Ms. Jones further underscores their misaligned priorities.”
Here are the facts:
Ms. Jones and her spouse were working with Ferguson Partners, the search firm retained by Mack-Cali, on a diversity initiative for more than 6 months before Mack-Cali began its search for director candidates.
In 2019, Bill Ferguson, Ferguson Partners’ CEO (who personally handled the Mack-Cali Board search), and Gemma Burgess, Ferguson Partners’ President of the America’s, were directly working with Ms. Jones and her spouse on an initiative to create a pipeline of ethnically diverse candidates for public company boards. Ms. Jones and her spouse disclosed their personal and professional relationship to both Mr. Ferguson and Ms. Burgess in 2019. In fact, in September 2019, Ferguson Partners asked Ms. Jones to solicit her spouse’s help on a diversity mandate in Boston where his company is based.
Ferguson Partners wanted to recommended Ms. Jones for Mack-Cali’s 2020 Board slate, however, Ms. Jones declined the opportunity and further specified to Ferguson Partners that she had a conflict with it.
In the context of her ongoing diversity initiative with Ferguson Partners, Ms. Jones provided Ferguson Partners with a list of highly qualified African American executives in commercial real estate (including her spouse). Mr. Ferguson confirmed with Ms. Jones that these names were going to be used for all upcoming board searches, particularly with an ethnic diversity mandate, not only for the Mack-Cali Board search. Additionally, Ferguson Partners never followed up on Ms. Jones’ conflict, nor did the firm ultimately select any of the diverse candidates she proposed for Mack-Cali’s 2020 slate.
Ferguson Partners has a longstanding history with Mack-Cali and is not an objective third-party.
Mr. Ferguson was retained by Mack-Cali previously. In fact, he placed CEO Michael DeMarco in his current position. In an attempt to manipulate the facts to serve its own interests and mislead shareholders, Mack-Cali did not disclose its longstanding relationship with Ferguson Partners and deliberately omitted information about Ms. Jones’ and her spouse’s ongoing diversity initiative with Ferguson Partners.
Ms. Jones is an independent, highly capable, and experienced nominee, who, as a Mack-Cali director, would not only protect shareholders’ interests, but also provide thought leadership to incorporate ESG principles into the Company’s long-term strategy. The nation’s leading, independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), recommended that Mack-Cali shareholders vote the GOLD proxy card to elect ALL EIGHT of Bow Street’s nominees, including Ms. Jones.
In its report, ISS stated, “Of the dissident’s four new nominees, Jones… possess[es] strong real estate investment and/or operational qualifications that will be essential in overseeing the execution of the company’s transaction-heavy strategy.”1
These are the facts and Mack-Cali shareholders deserve to know them. Shareholders are encouraged to read the email evidence that supports these facts by visiting http://www.bowstreetllc.com/mack-cali2020/.
1 ISS Special Situations Research on Mack-Cali Corporation (CLI): Proxy Contest with Bow Street dated May 29, 2020.
About Bow Street LLC
Founded in 2011, Bow Street is a New York-based investment manager that partners with institutional investors and family offices globally to invest opportunistically across public and private securities.
Gasthalter & Co.
Jonathan Gasthalter/Amanda Klein
(212) 257 4170