Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 17, 2025

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in Charter)

MARYLAND

1-12504

95-4448705

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (310) 394-6000

N/A

(Former Name or Former Address, 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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock of The Macerich Company, $0.01 par value per share

MAC

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2025, the Board of Directors (the “Board”) of The Macerich Company (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Committee”), elected Mr. Devin I. Murphy to the Board effective February 1, 2025. Mr. Murphy was not appointed to serve on any committees of the Board at the time of his appointment. The Committee and the Board have determined that Mr. Murphy is independent under the requirements of the New York Stock Exchange.

As a non-employee director, Mr. Murphy will participate in the Company’s compensation and benefit programs for all non-employee directors of the Company as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024. The Company intends to enter into its standard form indemnification agreement with Mr. Murphy. There are no arrangements or understandings between Mr. Murphy and any other persons pursuant to which Mr. Murphy was appointed a director of the Company, nor are there any transactions subject to Item 404(a) of Regulation S-K in which the Company is a participant and Mr. Murphy has a material interest.

In connection with Mr. Murphy’s appointment, the Board approved an increase in the size of the Board from eight members to nine members, effective upon the appointment of Mr. Murphy.

A copy of the Company’s press release announcing the appointment of Mr. Murphy is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press Release dated January 24, 2025

104		Cover Page Interactive Data File (embedded the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						THE MACERICH COMPANY

						By: ANN C. MENARD

Jan. 24, 2025						/s/ Ann C. Menard
Date						Senior Executive Vice President,
						Chief Legal Officer and Secretary

Exhibit 99.1

Macerich Announces Appointment of Devin Murphy to Board of Directors

Murphy Previously Served as President of Phillips Edison & Company (NASDAQ: PECO), One of the Nation’s Largest Owners and Operators of Grocery-anchored Neighborhood Shopping Centers

Brings Nearly Three Decades of Investment Banking Experience to the Board

SANTA MONICA, Calif., January 24, 2025 (GLOBE NEWSWIRE) — Macerich (NYSE: MAC), one of the nation’s leading owners, operators and developers of major retail properties in top markets, today announced the appointment of Devin Murphy to its Board of Directors, effective February 1, 2025.

With the addition of Mr. Murphy, Macerich’s Board will have nine directors, eight of whom are independent.

A seasoned retail REIT executive, Mr. Murphy served for more than a decade at Phillips Edison & Company (PECO), one of the nation’s largest owners and operators of grocery-anchored neighborhood shopping centers. Mr. Murphy served as PECO’s President from 2019 until 2024. He was the company’s CFO for six years prior to becoming President in 2019. Mr. Murphy was elected to the Board of Directors of PECO, a NASDAQ-listed REIT, in July 2024.

Before joining PECO in 2013, Mr. Murphy worked for 28 years as an investment banker and held senior leadership roles at Morgan Stanley and Deutsche Bank. He was the Global Head of Real Estate Investment Banking at Deutsche Bank, where his team executed over 500 transactions, representing total transaction volume over $400 billion, and a Vice Chairman at Morgan Stanley.

“On behalf of my fellow board members, we are incredibly pleased to welcome Devin to the Macerich Board,” said Jack Hsieh, President and CEO, Macerich. “Devin is a highly respected leader within the REIT industry, and he brings a wealth of experience and strategic counsel as we execute on the Path Forward plan. I look forward to working with Devin as we continue to execute on all our strategic priorities.”

Last May, Macerich launched its detailed Path Forward plan designed to lead the company to elevated performance and forward its mission to add long-term value for shareholders, partners, and customers. Macerich’s three-part plan is focused on simplifying its business, improving operational performance and reducing leverage.

“I am honored by the opportunity to join the Macerich Board as the company further positions itself as an industry leader under Jack’s steady guidance,” said Mr. Murphy. “I look forward to bringing my expertise in both the REIT and investment space in supporting the success of Macerich’s well-crafted Path Forward strategy that concentrates the portfolio on its best properties and a substantially stronger balance sheet.”

Mr. Murphy currently serves as a Senior Advisor to Fifth Wall, the largest venture capital firm focused on the global real estate industry. He is also a Director of CoreCivic, a NYSE-listed, diversified government solutions company, where he serves on the Audit and Risk committees and chairs the Nominating and Governance committee.

Mr. Murphy earned a B.A. in English and History with Honors from the College of William and Mary and an MBA from the University of Michigan.

About Macerich

Macerich is a fully integrated, self-managed, self-administered real estate investment trust (REIT). As a leading owner, operator, and developer of high-quality retail real estate in densely populated and attractive U.S. markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, D.C. corridor. Developing and managing properties that serve as community cornerstones, Macerich currently owns 43 million square feet of real estate, consisting primarily of interests in 40 retail centers. Macerich is firmly dedicated to advancing environmental goals, social good, and sound corporate governance. A recognized leader in sustainability, Macerich has achieved a #1 Global Real Estate Sustainability Benchmark (GRESB) ranking for the North American retail sector for ten consecutive years (2015-2024). For more information, please visit www.Macerich.com.

Macerich uses, and intends to continue to use, its Investor Relations website, which can be found at investing.macerich.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about Macerich can be found through social media platforms such as LinkedIn. Reconciliations of non-GAAP financial measures, including NOI and FFO, to the most directly comparable GAAP measures are included in the earnings release and supplemental filed on Form 8-K with the SEC, which are posted on the Investor Relations website at investing.macerich.com.

Document and Entity Information	Jan. 17, 2025
Cover [Abstract]
Entity Registrant Name	MACERICH CO
Entity Incorporation State Country Code	MD
Amendment Flag	false
Entity Central Index Key	0000912242
Document Type	8-K
Document Period End Date	Jan. 17, 2025
Entity File Number	1-12504
Entity Tax Identification Number	95-4448705
Entity Address, Address Line One	401 Wilshire Boulevard
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	(310)
Local Phone Number	394-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock of The Macerich Company, $0.01 par value per share
Trading Symbol	MAC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false