The Macerich Company (MAC) Earnings Call Transcript & Summary

Good morning, and welcome to The Macerich Company's 2020 Annual Meeting of Stockholders. At this time, I would like to turn the meeting over to your host, Tom O'Hern, Chief Executive Officer at Macerich. Please go ahead.

Thank you, and good morning, everyone. On behalf of the Board of Directors, our officers and employees, I would like to thank you for attending our annual meeting of stockholders. In accordance with the company's bylaws, I will be the Chair of the meeting. I hereby call the annual meeting of stockholders of The Macerich Company to order. At this time, I would like to introduce the executive officers of the company, who are present on the call with me. Ann Menard, Senior Executive Vice President, Chief Legal Officer and Secretary, whom I appoint as secretary for this meeting. Scott Kingsmore, Senior Executive Vice President and Chief Financial Officer. Also with us today is Todd Refnes, a partner at KPMG LLP, the company's independent registered public accounting firm. In this virtual-only format, we'll conduct the business portion of our meeting first and answer questions at the end of the meeting. Only validated stockholders may ask questions in the designated field on the web portal. [ Sean Kerley ] is representing Broadridge Financial Solutions, and in accordance with our bylaws, I appoint [ Mr. Kerley ] to act as the inspector of the election for this meeting. Will the secretary please advise the meeting as to the mailing of notice to our stockholders?

Mr. Chairman, I've received and will insert into the company's records an affidavit of distribution of Broadridge Financial Solutions, stating that notice of this meeting was duly given to stockholders of record as of the close of business on March 23, 2020, with distribution commencing on April 29, 2020.

Thank you. Will the inspector please advise the meeting regarding the existence of a quorum for the transaction of business?

Mr. Chairman, as of the record date, 141,452,131 shares of common stock were entitled to vote at this meeting. I'm pleased to announce that they are present at this meeting in person or by proxy, a sufficient number of the voting shares of this company to constitute a quorum.

Thank you. I declare that a quorum is present and this meeting is duly convened for the transaction of such business as may properly come before it. The polls are now open. Before beginning with the first item of business, I want to announce that each proposal described in the notice of the meeting will be presented for consideration and voted upon in order. Immediately after all of the presented proposals have been considered and voted upon, the votes will be tabulated and the results will be announced. Any validated stockholder attending today's meeting through the virtual format may vote using the voting function on the web portal. If you have previously turned in your proxy and do not intend to change your vote, it is not necessary that you complete another proxy or vote again via the web portal. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, please submit your ballot virtually, so that the inspector can inspect the vote and include it in the voting report. The first item of business is the election of 10 directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. The affirmative vote of a majority of all the votes cast on the matter at this meeting is required to elect each director nominee. May I have the nominations for directors?

The Board of Directors has nominated and recommends the election of Ms. Peggy Alford, Mr. John Alschuler, Mr. Eric Brandt, Mr. Edward Coppola, Mr. Steven Hash, Mr. Daniel Hirsch, Ms. Diana Laing, Mr. Thomas O'Hern, Mr. Steven Soboroff, and Ms. Andrea Stephen to hold office as directors of the company, with terms expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified.

Thank you. I do declare Ms. Peggy Alford, Mr. John Alschuler, Mr. Eric Brandt, Mr. Edward Coppola, Mr. Steven Hash, Mr. Dan Hirsch, Ms. Diana Laing, Mr. Steven Soboroff, Ms. Andrea Stephen and myself to be duly nominated. Having received no prior notice of any further nominations in accordance with the company's bylaws, nominations for the election of directors are closed. The next order of business is the ratification of the appointment of -- by the Audit Committee of KPMG LLP as the independent registered public accounting firm for the company for the year ended December 31, 2020. The affirmative vote [indiscernible] of all votes cast on this matter at this meeting is required to ratify the appointment of KPMG LLP as the company's independent accountants.

On behalf of the Audit Committee and the Board of Directors, I move for the ratification of the appointment of KPMG LLP as the independent accountants for the company for the year ending December 31, 2020.

The final order of business is an advisory vote regarding the compensation of our company's named executive officers as disclosed in our proxy statement. The affirmative vote of the majority of all the votes cast on the matter at this meeting is required to approve the advisory proposal.

On behalf of the Board of Directors, I move for the vote on the following resolution resolved that the compensation paid to our named executive officers, as disclosed in our proxy statement pursuant to Item 402 of Regulation SK, which disclosure includes the compensation discussion and analysis, the compensation tables and the narrative discussion that accompanies the compensation tables is hereby approved.

At this time, any validated stockholders who are voting via the web portal and have not already done so, may do so now by clicking on the Vote Here button on your screen. The inspector will not accept proxies or votes or any changes or revocations submitted after the closing of the polls. [Voting]

While we allow time for stockholders who haven't already done so to complete their voting, I'd like to remind you that some of the statements made at this meeting may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. For a further list and description of such risks and uncertainties, see the reports filed by the company with the Securities and Exchange Commission, including the company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

I declare that the polls are now closed. Will the inspector please report the results of the votes cast for the election of the directors?

Mr. Chairman, each of the nominees for Director received at least 70,726,066 votes, representing a majority of all the votes cast on the matter at this meeting.

Since the majority of all the votes cast on the matter at this meeting have been voted in favor of the election of each of the director nominees, I declare that each nominee is elected as a director. Each of the elected nominees shall serve until our next annual meeting of stockholders and until his or her successor is duly elected and qualified. Will the inspector please report the results of the vote on ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the company for the year ended December 31, 2020?

Mr. Chairman, 123,875,892 votes were cast in favor of the proposal and 1,914,732 votes were cast against the proposal. 338,081 shares represent abstentions.

I declare that this proposal has been approved. Will the inspector please report the results of the advisory vote regarding the approval of the compensation of our company's named executive officers?

Mr. Chairman, 105,339,650 votes were cast in favor of the proposal and 5,146,884 votes were cast against the proposal. 353,851 shares represented abstentions and 15,288,320 shares represented broker nonvotes.

I declare that this proposal has been approved. The inspector shall make his report in writing in accordance with the bylaws. Ms. Menard, you are hereby directed to make a final report to become part of the minutes of this meeting. The final report shall include all the votes which were received until the period of time the polls were closed for the meeting. In the final tally, you should describe all matters voted upon at this meeting, the number of votes voted for and against each matter as well as all abstentions and broker nonvotes. This concludes the formal business of the meeting, which is now adjourned, and we will take a few questions.

First question we have here is, how has the reopening of your centers gone? Are they all opened at this point? Well, the opening of the centers have gone well. Some of the centers started to open in the beginning of May. Of our 51 properties, 43 centers are now open. All states are open except for New York, New Jersey and Pennsylvania, where we collectively have 8 assets. We expect New Jersey and Pennsylvania to open June 27. Traffic has been good. In fact, at the center that's been opened the longest South Plains Mall in Lubbock, Texas, which opened May 1. Traffic last week, it was back up to 95% of the same week in the prior year. So the centers are rebounding nicely. Next question I have is what are your plans for upcoming loan maturities? I've heard the debt markets are closed right now. Scott, why don't you take that one?

Sure. Thank you, Tom. At this point in time, we anticipate exercising or we anticipate negotiating extension options for all of the 5 loans that are maturing between now and the end of the first quarter of 2021. I would anticipate that the extensions will push out the maturity dates approximately by 2 years.

Thank you. Well, seeing no further questions, I would want to thank all of you for your attendance today.

Thank you. This concludes today's meeting.