Macerich Co - Current report filing (8-K)
September 05 2008 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 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):
September 4,
2008
THE MACERICH COMPANY
(Exact Name of Registrant as
Specified in its Charter)
MARYLAND
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1-12504
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95-4448705
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification
No.)
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401
Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal
executive office, including zip code)
(310)
394-6000
(Registrants telephone
number, including area code)
N/A
(Former name, former address
and former fiscal year, 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:
o
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On September 4, 2008, Mace Siegel retired from
his executive officer position as the Chairman of the Board and an employee of
The Macerich Company (the Company), but will continue as a director. In
recognition of his long years of dedicated service to the Company, Mr. Siegel
will hold the title of Founder and Chairman Emeritus of the Company.
On September 4, 2008, the Board of Directors
elected the following individuals to the positions set forth opposite their
respective name, effective September 4, 2008.
Name
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Position
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Arthur M. Coppola
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Chairman of the Board* and Chief Executive Officer
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Edward C. Coppola
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President*
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Tony Grossi
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Senior Executive Vice President*, Chief Operating Officer and Chief
Economist
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Thomas E. OHern
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Senior Executive Vice President*, Chief Financial Officer and
Treasurer
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Richard A. Bayer
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Senior Executive Vice President*, Chief Legal Officer and Secretary
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*Indicates
a new position
As President, Mr. Edward Coppola will receive
an annual salary of $800,000. His annual incentive bonus potential will range
from (i) zero to a maximum of 200% of base salary if the Compensation
Committee determines that the target performance level is achieved and (ii) zero
to a maximum of 400% of base salary if the Compensation Committee determines
that the high performance level is met. All annual incentive bonuses are
discretionary. The compensation for the other above-named executive officers
will remain unchanged.
The Company will retain Mr. Siegel as a
consultant for five years to provide upon request his advisory services to Messrs. Arthur
and Edward Coppola. His annual compensation will be $350,000.
Further information required by Item 5.02 (c) of
Form 8-K regarding each of these executive officers was previously
reported in the definitive proxy statement for Macerichs 2008 Annual Meeting
of Stockholders which was filed with the SEC on April 24, 2008 and is
hereby incorporated by reference and made available at www.macerich.com within
the Investing header and SEC Filings link.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: September 4, 2008
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The Macerich Company
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By:
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/s/ Richard A. Bayer
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Richard A. Bayer
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Senior Executive Vice President,
Chief Legal Officer and Secretary
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3
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