CLI Mack Cali Realty Corporation

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

(a)            On June 14, 2023, Veris Residential, Inc. (the “Company”), the general partner of Veris Residential, L.P. through which the Company conducts its business, held the 2023 annual meeting of the Company’s stockholders (the “Annual Meeting”) to (i) elect nine members of the Board, (ii) hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, (iii) hold a non-binding advisory vote on the frequency of the advisory stockholder vote on the compensation of our named executive officers, (iv) ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and (v) approve amendments to the Company’s charter to eliminate the supermajority voting and cause requirements for the removal of directors.

(b)            At the Annual Meeting, the Company’s stockholders elected the following nine directors, each to serve a one-year term ending at the Company’s annual meeting of stockholders to be held in 2024 and until their respective successors are elected and qualified:

The Company’s stockholders, on a non-binding advisory basis, also voted upon and approved the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting (Number of shares for: 76,389,855, Number of shares against: 2,678,670, Number of shares abstained: 26,810, Number of Broker Non-Votes: 7,416,188).

The Company’s stockholders, on a non-binding advisory basis, also voted upon and selected one year as the frequency for holding future advisory votes on the compensation of the Company’s named executive officers (Number of shares voted for one year: 77,153,288, Number of shares voted for two years: 7,293, Number of shares voted for three years: 1,915,305, Number of shares abstained: 19,449, Number of broker non-votes: 7,416,188). In light of these voting results, the Company will continue to include a nonbinding stockholder advisory vote on named executive officer compensation in the Company’s proxy materials every year. The Board of Directors of the Company may, in its discretion, determine to change the frequency with which the Company holds this vote.

The Company’s stockholders also voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Number of shares for: 85,155,735, Number of shares against: 1,329,309, Number of shares abstained: 26,479).

The Company’s stockholders also voted upon and approved amendments to the Company’s charter to eliminate the supermajority voting and cause requirements for the removal of directors (Number of shares voted for: 78,585,251, Number of shares voted against: 493,321, Number of shares abstained: 16,763, Number of broker non-votes: 7,416,188).