SEC Comment Letter for Veris Residential, Inc. (VRE) (CIK 0000924901) (VRE) — Apr 30, 2020
Veris Residential, Inc. (VRE) (CIK 0000924901)
Date: April 30, 2020 · CIK: 0000924901 · Accession: 0000000000-20-003716
AI Filing Summary & Sentiment
File numbers found in text: 001-13274
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 30 , 2020 Dennis J. Block , Esq. Greenberg Traurig , LLP MetLife Building 200 Park Avenue New York, NY 10166
Re: Mack -Cali Realty Corporation PREC 14A filed April 23, 2020 by Mack -Cali Realty Corporation File No. 001-13274
Dear Mr. Block :
We have reviewed the above -captioned filing , and have the following comment s. Our comment s may ask for additional information so that we may better understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested information. If you do not believe our comment s apply to your facts and circumstances and/or do not believe an amendment is appropriate, please tell us why in a written response.
After reviewing any amendment to the filing and any information provide d in response t o these comment s, we may have additional comments. Capitalized terms used but not defined herein have the same meaning ascribed to them in the filing .
Schedule 14A
General
1. We note the disclosure that states, “because the Annual Meeting is a contested election as a result of the proxy contest initiated by Bow Street, we are unable to conduct the Annual Meeting as a virtual meeting, as would otherwise be our preferenc e.” While holding a virtual meeting in the context of a contested election may provide logistical challenges, we understand that i t is in fact possible. Please revise the di sclosure accordingly.
General Information, page 1
2. We note the disclosure that states that you intend to mail the Proxy Statement “on or about May 1, 2020 .” Please note that, given that your preliminary proxy statement has a filing date of April 23, 2020, the earliest potential date for mailing your definitive proxy statement would be May 3, 2020. Please revise the disclosure accordingly. Please see Rules 14a -6(a) and 14a -6(k) of the Exchange Act , as well as Question 126.03 under the Division of
Dennis J. Block , Esq. April 30 , 2020 Page 2
Corporation Finance ’s Proxy Rules and Schedules 14A/14C Compliance and Disclosure Interpretations.
Solicitation and Voting Procedures, page 2
3. To remove the uncertainty, please revise the statement on page 2 that members of the Board of Directors and certain officers and employees of the Company “may be deemed” participants under applicable regulations .
4. Please revise the disclosure on page 4 to explain that under the rules of the NYSE governing brokers’ discretionary authority, to the extent that shareholders receive proxy materials from or on behalf of both the Company and Bow Street , then brok ers for such account s will not be permitted to exercise discretionary authority regarding any of the prop osals to be voted on at the 2020 annual meeting, whether “routine” or not .
Background of the Solicitation, page 5
5. Please disclose whether the various offers by the Company in March and April to include three of the four Bow Street Directors on the Company ’s slate involved the inclu sion of three directors specified by the Company or three directors of Bow Street ’s choosing.
6. Please pro vide the basis for the claim on page 14 that the Bow Street Directors decided “to forego the opportunity to be re -nomi nated on the Company’s slate….”
7. Please disclose the basis for the assertions that the Bow Street Directors “endorsed ” Bow Street ’s agenda, which purportedly includes , among other th ings, “forcing ” an “immediate ” sale of the Company at “any price ” or, alternatively, “a price acceptable to Bow Street, rather than on terms that maximize valu e for all stockholders .”
8. Please provide the legal basis for the claim that the Bow Street Directors have not honored their fiduciary duties.
Submission of Stockholder Proposals, page 73
9. In light of the disclosure in the second paragraph of this section, please clearly explain the basis for, and purpose of , the second sentence of the first paragraph of this section .
Form of Proxy
10. Please present the front of the proxy card first and the reverse side of the card subsequently.
11. Please remove the “[t]o consider a nd vote ” phrasing from Proposals 2 and 3 , as such language may confuse shareholders.
Dennis J. Block , Esq. April 30 , 2020 Page 3
We remind you that the P articipants are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -8094 with any questions.
Sincerely,
/s/ David M. Plattner
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 30 , 2020
Dennis J. Block , Esq.
Greenberg Traurig , LLP
MetLife Building
200 Park Avenue
New York, NY 10166
Re: Mack -Cali Realty Corporation
PREC 14A filed April 23, 2020 by Mack -Cali Realty Corporation
File No. 001-13274
Dear Mr. Block :
We have reviewed the above -captioned filing , and have the following comment s. Our
comment s may ask for additional information so that we may better understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested
information. If you do not believe our comment s apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written response.
After reviewing any amendment to the filing and any information provide d in response t o
these comment s, we may have additional comments. Capitalized terms used but not defined
herein have the same meaning ascribed to them in the filing .
Schedule 14A
General
1. We note the disclosure that states, “because the Annual Meeting is a contested election as a
result of the proxy contest initiated by Bow Street, we are unable to conduct the Annual
Meeting as a virtual meeting, as would otherwise be our preferenc e.” While holding a virtual
meeting in the context of a contested election may provide logistical challenges, we
understand that i t is in fact possible. Please revise the di sclosure accordingly.
General Information, page 1
2. We note the disclosure that states that you intend to mail the Proxy Statement “on or about
May 1, 2020 .” Please note that, given that your preliminary proxy statement has a filing date
of April 23, 2020, the earliest potential date for mailing your definitive proxy statement
would be May 3, 2020. Please revise the disclosure accordingly. Please see Rules 14a -6(a)
and 14a -6(k) of the Exchange Act , as well as Question 126.03 under the Division of
Dennis J. Block , Esq.
April 30 , 2020
Page 2
Corporation Finance ’s Proxy Rules and Schedules 14A/14C Compliance and Disclosure
Interpretations.
Solicitation and Voting Procedures, page 2
3. To remove the uncertainty, please revise the statement on page 2 that members of the Board
of Directors and certain officers and employees of the Company “may be deemed”
participants under applicable regulations .
4. Please revise the disclosure on page 4 to explain that under the rules of the NYSE governing
brokers’ discretionary authority, to the extent that shareholders receive proxy materials from
or on behalf of both the Company and Bow Street , then brok ers for such account s will not be
permitted to exercise discretionary authority regarding any of the prop osals to be voted on at
the 2020 annual meeting, whether “routine” or not .
Background of the Solicitation, page 5
5. Please disclose whether the various offers by the Company in March and April to include
three of the four Bow Street Directors on the Company ’s slate involved the inclu sion of three
directors specified by the Company or three directors of Bow Street ’s choosing.
6. Please pro vide the basis for the claim on page 14 that the Bow Street Directors decided “to
forego the opportunity to be re -nomi nated on the Company’s slate….”
7. Please disclose the basis for the assertions that the Bow Street Directors “endorsed ” Bow
Street ’s agenda, which purportedly includes , among other th ings, “forcing ” an “immediate ”
sale of the Company at “any price ” or, alternatively, “a price acceptable to Bow Street, rather
than on terms that maximize valu e for all stockholders .”
8. Please provide the legal basis for the claim that the Bow Street Directors have not honored
their fiduciary duties.
Submission of Stockholder Proposals, page 73
9. In light of the disclosure in the second paragraph of this section, please clearly explain the
basis for, and purpose of , the second sentence of the first paragraph of this section .
Form of Proxy
10. Please present the front of the proxy card first and the reverse side of the card subsequently.
11. Please remove the “[t]o consider a nd vote ” phrasing from Proposals 2 and 3 , as such
language may confuse shareholders.
Dennis J. Block , Esq.
April 30 , 2020
Page 3
We remind you that the P articipants are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -8094 with any questions.
Sincerely,
/s/ David M. Plattner
David M. Plattner
Special Counsel
Office of Mergers and Acquisitions