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MACERICH CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 2, 2014

ITEM 5.02 Departure of Directors or Certain Officers; Election of



Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers



The Board of Directors of The Macerich Company (the "Company") previously approved, subject to stockholder approval, amendments to The Macerich Company 2003 Equity Incentive Plan (the "2003 Incentive Plan") that would (1) extend the flexibility to grant certain performance-based awards under the plan that are designed to satisfy the requirements for deductibility of compensation under Section 162(m) of the Internal Revenue Code through the first annual meeting of stockholders that occurs in 2019 and (2) approve the material terms of the performance goals in the 2003 Incentive Plan under which these performance-based awards may be granted. These performance goals are set forth in Section 5.2 of the 2003 Incentive Plan and described in detail in Exhibit A to the 2003 Incentive Plan document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. As reported under Item 5.07 below, the Company's stockholders approved the amendments to the 2003 Incentive Plan at its Annual Meeting of Stockholders held on May 30, 2014 (the "Annual Meeting").

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting on May 30, 2014. (b) At the Annual Meeting, the Company's stockholders (i) elected



the eleven nominees listed below to serve as directors for a term expiring at the next annual meeting of stockholders and until their respective successors are duly elected and qualified, (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014, (iii) approved the compensation of the Company's named executive officers, (iv) amended and re-approved the provisions of the 2003 Incentive Plan relating to Section 162(m) of the Internal Revenue Code, and (v) approved amendments to the Company's charter to eliminate the supermajority vote requirement to amend the Company's charter (with certain exceptions) and to clarify a reference in Article NINTH to conform to Maryland General Corporation Law.

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Proposal 1: Election of Eleven Directors for a Term Expiring at the Next Annual Meeting of Stockholders and Until Their Respective Successors are Duly Elected and Qualified.

Broker Non- For Against Abstensions Votes



Douglas D. Abbey 121,406,292 2,176,104 60,237 4,078,684 Dana K. Anderson 117,321,282 6,261,815 59,536 4,078,684 Arthur M. Coppola 115,709,078 6,710,970 1,222,585 4,078,684 Edward C. Coppola 117,365,948 6,216,445 60,240 4,078,684 Fred S. Hubbell 112,173,819 11,408,756 60,058 4,078,684 Diana M. Laing 122,927,694 655,090 59,849 4,078,684 Stanley A. Moore 120,659,316 2,922,513 60,804 4,078,684 Mason G. Ross 121,404,923 2,175,829 61,881 4,078,684 Dr. William P. Sexton 120,779,455 2,802,115 61,063 4,078,684 Steven L. Soboroff 123,460,334 121,475 60,824 4,078,684 Andrea M. Stephen 123,337,154 246,709 58,770 4,078,684

Proposal 2: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2014.

For Against Abstensions 127,603,666 31,670 85,981



There were no broker non-votes for Item 2.

Proposal 3: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. Broker Non- For Against Abstensions Votes 120,553,295 2,684,603 404,735 4,078,684



Proposal 4: Amendment and Re-approval of the Provisions of the Company's Amended and Restated 2003 Equity Incentive Plan Relating to Section 162(m) of the Internal Revenue Code.

Broker Non- For Against Abstensions Votes 121,087,749 2,473,762 81,122 4,078,684

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Proposal 5: Approval of Amendments to the Company's Charter to Eliminate the Supermajority Vote Requirement to Amend the Company's Charter (with certain exceptions) and to Clarify a Reference in Article NINTH to Conform to the Maryland General Corporation Law.

Broker Non- For Against Abstensions Votes 123,430,824 144,306 67,503 4,078,684 ITEM 9.01 Financial Statements and Exhibits (d) Exhibits 3.1 Articles of Amendment (to eliminate the supermajority vote



requirement to amend the charter and to clarify a reference in Article NINTH).

10.1* The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 30, 2014.

* Represents a management contract, or compensatory plan,



contract or arrangement required to be filed pursuant to Regulation S-K.

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Source: Edgar Glimpses


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