Michael DeMarco, CEO of Mack-Cali RealtyCorp.

JERSEY CITY, NJ—Dissident shareholder group and New YorkCity-based investment firm Bow Street LLC called out the Mack-CaliRealty Corp. Board of Directors on Tuesday for its refusal tore-nominate independent directors Bow Street supported and helpedelect at the company's 2019 Annual Meeting.

Bow Street, which owns approximately 4.5% of the outstandingshares of common stock of Mack-Cali Realty, is supporting AlanBatkin, Frederic Cumenal, MaryAnne Gilmartin and Nori Gerardo Lietzfor re-election to the Mack-Cali Board.

Akiva Katz and Howard Shainker, managing partners of Bow Street,said, "The board's unprecedented action not to re-nominatedirectors who received near-unanimous support from shareholdersless than a year ago demonstrates this board's blatant disregardfor even the most basic principles of corporate governance.Shareholders should be deeply concerned by this board's obviousfear of four highly-qualified, independent shareholderadvocates."

Katz and Shainker also denied Mack-Cali's earlier statement thatBow Street was seeking a "fire sale" of the company after it called forthe removal of Mack-Cali CEO Michael DeMarco in a letter toshareholders last month.

"In a deliberate and desperate attempt to mislead shareholders,the board falsely insists that we are seeking a fire sale of thecompany. Nothing could be further from the truth," Katz andShainker stated. "Our capital is long-dated, and our sole objectiveis to maximize value at Mack-Cali. Like all shareholders, we expectaccountability, performance, and directors who are truefiduciaries. Shareholders should be disgusted. The board'sshameless attempt to stifle their voices is further evidence of thechange required at the company."

Bow Street's statements came a day after Mack-Cali's Board ofDirectors formed the "Annual Meeting Committee" to review andapprove the recommendations of the Nominating and CorporateGovernance Committee of the board for the company's slate ofnominees for election to the Board of Directors at the company'supcoming 2020 annual meeting of stockholders and to determine allother matters relating to the proxy contest initiated by Bow StreetSpecial Opportunities Fund XV, LP and certain of itsaffiliates.

Mack-Cali states that Bow Street has informed the company of itsintent to seek control of the company by nominating eightcandidates to stand for election to the Board at the AnnualMeeting, including the four current sitting directors who werenominated by Bow Street and elected to the Board at last year'sannual meeting.

The Annual Meeting Committee will be comprised all of thecompany's directors other than the Bow Street nominees—Alan S.Bernikow, Michael J. DeMarco, Lisa Myers, Laura Pomerantz, RebeccaRobertson, Dr. Irvin D. Reid and the company's retiring Chairman,William L. Mack.

The company also announced that the NCG Committee (consisting ofDr. Irvin D. Reid, Alan S. Bernikow, Laura Pomerantz and RebeccaRobertson) has retained Ferguson Partners, a director search firm,to assist the NCG Committee in identifying qualified directorcandidates to be nominated for election to the Board at the AnnualMeeting to replace Mack, who will not stand for re-election at theAnnual Meeting pursuant to the company's retirement policy fordirectors, as well as each of the Bow Street nominees.

Mack-Cali in its announcement reiterated its claim that BowStreet seeks to gain control of the Mack-Cali Board, dismiss theCEO and force a "fire sale" of the company or its premiumassets.

The company in its announcement, stated, "Mack-Cali believesthat Bow Street is motivated by its own personal and/or liquidityneeds and that the election of its nominees would be detrimental toall other Mack-Cali stockholders. The company also believes thatBow Street's self-interested campaign is particularly detrimentalto Mack-Cali stockholders because the forced sale of the company'sassets at this time of national crisis clearly would not maximizevalue. Moreover, Bow Street's efforts to seize control of thecompany while Mack-Cali's employees, tenants and business partnersacross the region are managing through the COVID-19 pandemicfurther underscore the selfishness and recklessness of Bow Street'sproxy contest."

Mack-Cali states its board is open to all alternatives formaximizing stockholder value, including a potential strategictransaction and expects to conduct a strategic process as soon asmarket conditions improve.

BofA Securities is serving as financial advisor to Mack-Cali,and Greenberg Traurig, LLP and Seyfarth Shaw LLP are serving aslegal counsel to the company.