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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

Commission File No. 1-12504

THE MACERICH COMPANY(Exact name of registrant as specified in its charter)

MARYLAND(State or other jurisdiction of
incorporation or organization)

95-4448705(I.R.S. Employer
Identification Number)


401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401(Address of principal executive office, including zip code)

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

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

Title of each class

Name of each exchange on which registeredCommon Stock, $0.01 Par Value

New York Stock Exchange


Securities
registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
YES ý    NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
YES o    NO ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. YES ý    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such
files). YES ý    NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment on to this
Form 10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
"large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o    NO ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.3 billion as of the last business day of
the registrant's most recently completed second fiscal quarter based upon the price at which the common shares were last sold on that day.

Number
of shares outstanding of the registrant's common stock, as of February 20, 2015: 158,160,241 shares

DOCUMENTS INCORPORATED BY REFERENCE

The
following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K/A: None





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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 originally filed on February 23, 2015 (the "Original Filing") by The Macerich Company, a Maryland corporation, ("Macerich", the "Company", "we" or "us"). We are filing
this Amendment to present the information required by Part III of the Form 10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year
ended December 31, 2014.

Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

INDEX



ITEM



PAGEPART IIIITEM 10

Directors, Executive Officers and Corporate Governance

2Executive Officers

2Directors

4Section 16(a) Beneficial Ownership Reporting Compliance

10Audit Committee

11Code of Business Conduct and Ethics

11Procedures for Recommending Director Nominees

11ITEM 11

Executive Compensation

12Compensation of Non-Employee Directors

12Compensation Committee Report

14Compensation Discussion and Analysis

15Executive Compensation

33Compensation Committee Interlocks and Insider Participation

49ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

50Equity Compensation Plan Information

50Director Stock Ownership

51Executive Officer Stock Ownership

54Principal Stockholders

56ITEM 13

Certain Relationships and Related Transactions, and Director Independence

58Related Party Transaction Policies and Procedures

58Certain Transactions

58Director Independence

59ITEM 14

Principal Accountant Fees and Services

59Principal Accountant Fees and Services

59Audit Committee Pre-Approval Policy

59PART IVITEM 15

Exhibits, Financial Statement Schedules

61


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Part III

Item 10.Directors, Executive Officers and Corporate Governance

Executive Officers

The following table sets forth, as of March 31, 2015, the names, ages and positions of our executive officers and the year each became an
officer.

Name

Age

Position

Officer
SinceArthur M. Coppola

63

Chairman of the Board of Directors and Chief Executive Officer


1993Dana K. Anderson

80

Vice Chairman of the Board of Directors


1993Edward C. Coppola

60

President


1993Thomas E. O'Hern

59

Senior Executive Vice President, Chief Financial Officer and Treasurer


1993Thomas J. Leanse

61

Senior Executive Vice President, Chief Legal Officer and Secretary


2012Robert D. Perlmutter

53

Executive Vice President, Leasing


2012Randy L. Brant

62

Executive Vice President, Real Estate


2001Eric V. Salo

49

Executive Vice President


2000


Biographical
information concerning Messrs. A. Coppola, Anderson and E. Coppola is set forth below under the "Director Biographical Information."

Thomas E. O'Hernbecame one of our Senior Executive Vice Presidents in September 2008 and has been our Chief Financial Officer and Treasurer since July
1994. Mr. O'Hern was an Executive Vice President from December 1998 through September 2008 and served as a Senior Vice President from March 1993 to December 1998. From our formation to July
1994, he served as Chief Accounting Officer, Treasurer and Secretary. From November 1984 to March 1993, Mr. O'Hern was a Chief Financial Officer at various real estate development companies. He
was also a certified public accountant with Arthur Andersen & Co. from 1978 through 1984. Mr. O'Hern is a member of the board of directors, the audit committee chairman, a member
of the nominating and corporate governance committee and was formerly a member of the compensation committee of Douglas Emmett, Inc., a publicly traded REIT, and is a board member of several
other non-profit philanthropic and academic organizations.

Thomas J. Leansejoined our Company on September 1, 2012 as one of our Senior Executive Vice Presidents, and has been our Chief Legal Officer and
Secretary since October 1, 2012. Prior to joining our Company, Mr. Leanse was a partner at Katten Muchin Rosenman LLP from 1992 through 2012, where he specialized in the shopping
center industry, representing various developers, in addition to acting as amicus curiae for the International Council of Shopping Centers. Mr. Leanse received his JD from the University of San
Diego School of Law in 1978, after graduating from UC San Diego in 1975 with a BA in Political Science and a minor in Economics. He was a partner in the Los Angeles office of Pepper Hamilton &
Scheetz from 1987 to 1992, and an associate and then partner at the Long Beach office of Ball, Hunt, Hart, Brown and Baerwitz. Prior to that he was employed in Chicago, Illinois at the office of the
Trust Counsel for Harris Bank and was also an Assistant State's Attorney in the Cook County State's Attorney's Office. Mr. Leanse has also acted as General Counsel to the US Ski Association and
the US Ski Team. Mr. Leanse is on the Board of Directors of Cedars Sinai Medical Center and was an officer of the Pacific Southwest Region of the Anti-Defamation League.

Robert D. Perlmutterjoined our Company as Executive Vice President of Leasing in April 2012, directing specialty store retail leasing.
Mr. Perlmutter was the managing member of Davis Street Land Company, a privately-held real estate company focused on the management, development and ownership of upscale shopping centers from
1998 until March 2012. He was the Chief Executive Officer of Heitman Retail Properties, where he supervised overall operations and growth of its retail holdings from 1990 to 1998.
Mr. Perlmutter is a member of the board of trustees of Chatham Lodging Trust, a publicly traded REIT which invests in upscale extended-stay hotels and premium-branded select-service hotels. In
addition, he is a member of the International Council of Shopping Centers.

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Randy L. Brantjoined our Company in 2001 as our Senior Vice President of Development Leasing and was appointed our Executive Vice President of Real
Estate in December 2007 and oversees our development operations. He has over 34 years of experience in the retail industry, specializing in upscale and entertainment-driven retail developments.
Before joining our Company, he was President of Gordon/Brant, LLC, an international developer specializing in entertainment-oriented retail centers known for creating the first two phases of
The Forum Shops at Caesar's Palace. Mr. Brant also previously served as Vice President of Real Estate for Simon Property Group and Vice President of Leasing for Forest City Enterprises.
Mr. Brant began his career with the Ernest Hahn Company, where he was manager of shopping centers and went on to become Vice President of Leasing for the company.

Eric V. Salowas appointed Executive Vice President in February 2011 and directs the areas of asset management, property management, business
development and marketing. Mr. Salo joined our Company in 1987 working in the acquisitions group, served as our Senior Vice President of Strategic Planning from August 2000 to November 2005,
then as a Senior Vice President of Asset Management from November 2005 to February 2011, overseeing our Company's joint venture partner relationships, real estate portfolio performance and ancillary
revenue programs. Mr. Salo served as board chairman of the Cancer Support
CommunityWest Los Angeles, a non-profit organization providing cancer support and education from January 2009 to June 2012. In addition, Mr. Salo is a member of the International
Council of Shopping Centers and directs a tuition assistance program through The Seattle Foundation.

Directors

The following provides certain biographical information with respect to our directors as well as the specific experience, qualifications, attributes
and skills that led our Board to conclude that each director should serve as a member of our Board of Directors. Each director has served continuously since elected.

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CLASS I DIRECTORS  (TERMS EXPIRING 2015)

Douglas D. AbbeyIndependent Director



Dana K. AndersonDirector



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Stanley A. MooreIndependent Director



Dr. William P. SextonIndependent Director



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CLASS II DIRECTORS  (TERMS EXPIRING 2016)

Arthur M. CoppolaDirector



Fred S. HubbellIndependent Director



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Mason G. RossIndependent Director



Andrea M. StephenIndependent Director



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CLASS III DIRECTORS  (TERMS EXPIRING 2017)

Edward C. CoppolaDirector



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Diana M. LaingIndependent Director



Steven L. SoboroffIndependent Director



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John M. SullivanDirector



Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or "Exchange Act" requires our executive officers and
directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission or "SEC"
and the New York Stock Exchange or "NYSE." Officers, directors and greater than 10% stockholders are required by the SEC's regulations to furnish our Company with copies of all Section 16(a)
forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to our Company during and with respect to the fiscal year ended December 31, 2014, all
Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were satisfied on a timely basis, with the exception of the
Form 4 filed by Mr. Soboroff upon his appointment to our Board and Mr. Anderson did not timely report exempt gifts of an aggregate of 1,470 shares to three individuals.

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Audit Committee

The Board has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) and Section 10A(m) of the
Exchange Act. The following table identifies the current members of the Audit Committee, its principal functions and the number of meetings held in 2014.

Name of Committee and
Current Members

Committee Functions

Number of
MeetingsAudit:
    Diana M. Laing, Chair*
    Douglas D. Abbey
    Dr. William P. Sexton
  
*  Audit Committee Financial
    Expert

 appoints, evaluates, approves the compensation
of, and, where appropriate, replaces our independent registered public accountants reviews our financial statements with management and our independent registered public accountants reviews and approves with our independent registered public accountants the scope and
results of the audit engagement pre-approves
audit and permissible non-audit services provided by our independent registered public accountants reviews the independence and qualifications of our independent registered public accountants reviews the adequacy of our internal accounting controls and legal and regulatory
compliance reviews and approves related-party
transactions in accordance with our Related Party Transaction Policies and Procedures as described below

8




Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and
employees. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the SEC and the NYSE. In addition, the Company has adopted a Code of Ethics for CEO and
Senior Financial Officers which supplements the Code of Business Conduct and Ethics applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and
applicable rules of the SEC for those officers. To the extent required by applicable rules of the SEC and the NYSE, the Company intends to promptly disclose future amendments to certain provisions of
these Codes or waivers of such provisions granted to directors and executive officers, including the Company's principal executive officer, principal financial officer, principal accounting officer or
persons performing similar functions, on the Company's website atwww.macerich.comunder "InvestingCorporate Governance-Code of Ethics."
Each of these Codes of Conduct is available on the Company's website atwww.macerich.comunder "InvestingCorporate Governance."



Procedures for Recommending Director Nominees

During 2014, there were no material changes to the procedures described in the Company's proxy statement relating to the 2014 Annual Meeting of
Stockholders by which stockholders may recommend director nominees to the Company.

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Item 11.Executive Compensation

Compensation of Non-Employee Directors

Our non-employee directors are compensated for their services according to an arrangement authorized by our Board of Directors and recommended by the
Compensation Committee. The Compensation Committee generally reviews director compensation annually. A Board member who is also an employee of our Company or a subsidiary does not receive compensation
for service as a director. Messrs. A. Coppola, Anderson and E. Coppola are the only directors who are also employees of our Company or a subsidiary. Mr. Sullivan receives no compensation
from our Company as a director because his employer's policies do not allow it, but he is reimbursed for his reasonable expenses.

In
August 2013, Cook & Co. conducted a competitive review of our non-employee director compensation program and suggested changes for the Compensation Committee's consideration. Based on
the recommendations by the Compensation Committee, our Board of Directors revised certain aspects of our non-employee director compensation, effective August 7, 2013. The following sets forth
the compensation structure that became effective as of August 7, 2013 and was in place during 2014:

Annual Retainer for Service on our Board

$60,000Annual Equity Award for Service on our Board

$110,000 of restricted stock units based upon the closing price of our common stock, $0.01 par value per share, referred to as "Common Stock", on the grant date, which is in March of each year. The
restricted stock units are granted under our 2003 Incentive Plan and have a one-year vesting period.Annual Retainer for Lead Director

$30,000Annual Retainers for Chairs of Audit, Compensation, and Nominating & Corporate Governance Committees

Audit: $32,500
Compensation: $32,500
Nominating & Corp. Governance: $25,000Annual Retainer for Non-Chair Committee Membership

$12,500Expenses

The reasonable expenses incurred by each director (including employee directors) in connection with the performance of their duties are reimbursed.


Non-Employee Director Equity Award Programs

In addition, our Director Phantom Stock Plan offers our non-employee directors the opportunity to defer cash compensation otherwise payable over a
three-year period and to receive that compensation (to the extent that it is actually earned by service during that period) in cash or in shares of Common Stock as elected by the director, after
termination of the director's service or on a specified payment date. Such compensation includes the annual cash retainers payable to our non-employee directors. Substantially all of our current
non-employee directors during his or her term of service elected to receive all or a portion of such compensation in Common Stock. Deferred amounts are generally credited as stock units at the
beginning of the applicable deferral period based on the present value of such deferred compensation divided by the average fair market value of our Common Stock for the preceding 10 trading days.
Stock unit balances are credited with additional stock units as dividend equivalents and are ultimately paid out in shares of our Common Stock on a one-for-one basis. A maximum of 500,000 shares of
our Common Stock may be issued in total under our Director Phantom Stock Plan, subject to certain customary adjustments for stock splits, stock dividends and similar events. The vesting of the stock
units is accelerated in case of the death or disability of a director or, upon or after a change of control event, the termination of his or her services as a director.

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Our
Company has a deferral program for the equity compensation of our non-employee directors which allows them to defer the receipt of all or a portion of their restricted stock unit awards and
receive the underlying Common Stock after termination of service or a specified payment date. Any dividends payable with respect to those deferred restricted stock units will also be deferred and will
be paid in accordance with their payment election. The deferred dividend equivalents may be paid in cash or converted into additional restricted stock units and ultimately paid in shares of our Common
Stock on a one-to-one basis. The vesting of the restricted stock units is accelerated in case of the death or disability of a director or upon a change of control event.

2014 Non-Employee Director Compensation

The following table summarizes the compensation paid, awarded or earned with respect to each of our non-employee directors during 2014.
Mr. Soboroff joined our Board on January 29, 2014. Mr. Sullivan joined our Board on November 14, 2014, but receives no compensation from our Company as a director because
his employer's policies do not allow it.

Name

Fees
Earned or
Paid in
Cash
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation
($)

Total
($)Douglas D. Abbey


85,000


110,000














195,000Fred S. Hubbell


134,178


110,000














244,178Diana M. Laing


99,178


110,000














209,178Stanley A. Moore


111,678


110,000














221,678Mason G. Ross


85,000


110,000














195,000Dr. William P. Sexton


85,000


110,000














195,000Steven L. Soboroff


66,926


137,790














204,716Andrea M. Stephen


85,000


110,000














195,000John M. Sullivan























(1)Pursuant
to our Director Phantom Stock Plan, each director receiving compensation, except Messrs. Ross and Soboroff, elected to defer fully his or
her annual cash retainers for 2014 and to receive such compensation in Common Stock at a future date. Mr. Ross elected to defer 50% of his annual retainer for 2014. Therefore, for 2014
compensation, Messrs. Abbey, Hubbell, Moore and Ross, Mses. Laing and Stephen and Dr. Sexton were credited with 3,176, 3,991, 3,510, 1,326, 1,950, 2,518 and 2,653 stock units,
respectively, which vested during 2014 as their service was provided. The amount shown for Mr. Soboroff represents the prorated share of his director fees beginning January 29, 2014, the
date he was elected as a director.(2)The
amounts shown represent the grant date fair value computed in accordance with Statement of Financial Accounting Standards Bulletin ASC Topic 718
referred to as "FASB ASC Topic 718," of restricted stock awards granted under our 2003 Incentive Plan. Any estimated forfeitures were excluded from the determination of these amounts and there were no
forfeitures of stock awards during 2014 by our directors. Assumptions used in the calculation of these amounts are set forth in footnote 18 to our audited financial statements for the fiscal year
ended December 31, 2014 included in the Original Filing.
Except
for Mr. Sullivan, each of our non-employee directors received 1,825 restricted stock units on March 7, 2014 under our 2003 Incentive Plan. The closing price of our Common Stock on
that date was $60.25. Mr. Soboroff also received 500 restricted stock units upon joining our Board on January 29, 2014. The closing price of our Common Stock on that date was $55.58.


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As
of December 31, 2014, our non-employee directors held the following number of unvested shares of restricted stock, unpaid phantom stock units and unvested restricted stock units:


Name

Unvested
Shares of
Restricted
Stock (#)

Phantom
Stock
Units (#)

Unvested
Restricted
Stock
Units (#)Douglas D. Abbey


1,265


9,165


1,825Fred S. Hubbell


1,265


58,042


1,825Diana M. Laing


1,265


25,030


1,825Stanley A. Moore


1,265


59,965


1,825Mason G. Ross


1,265


7,247


1,825Dr. William P. Sexton


1,265


57,227


1,825Steven L. Soboroff








2,325Andrea M. Stephen


1,140


4,116


1,825John M. Sullivan













Compensation Committee Report

The Compensation Committee of the Board of Directors of The Macerich Company, a Maryland corporation, has reviewed and discussed the Compensation
Discussion and Analysis in this Amendment with management. Based on such review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and
Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

The Compensation CommitteeAndrea M. Stephen, Chair
Stanley A. Moore
Dr. William P. Sexton
Steven L. Soboroff


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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our objective is to closely align executive compensation with the creation of stockholder value, through a balanced focus on both short-term and
long-term performance and a substantial emphasis on total stockholder return. We believe our executive compensation policies and practices appropriately align the interests of our executives with
those of our stockholders through a combination of base salary, annual incentive compensation awards and long-term incentive equity awards with a heavy emphasis on performance-based equity awards. In
this section, the "Committee" refers to the Compensation Committee of our Board, unless the context otherwise provides.

Performance Overview

To better understand our compensation decisions, it is helpful to supplement the discussion of our executive compensation program with an overview of
the strong performance of our Company over a sustained period of time. We design our program to reward consistent financial and operating performance, with a specific focus on creating stockholder
value over the long-term.

2014
was a year of major progress and accomplishments for our Company on all fronts. As a result of our strong leadership, we continued to seize opportunities and further strengthen our Company and
our growth prospects.

Our
Company's one-year, three-year and five-year total stockholder return outperformed the FTSE NAREIT All Equity REITs Index and the S&P 500 Index over all three periods. Our Company's total
stockholder return was 185% over the five years ended December 31, 2014, representing a compounded annual return of 23%.

Cumulative Total Stockholder Returns

GRAPHIC

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Over
the past three years funds from operations ("FFO") per share-diluted,(1) sales per square foot and occupancy rates of our regional shopping center portfolio have grown
steadily.(2)

FFO Per Share-Diluted(1)(2)

Sales Per Square Foot(2)GRAPHIC

GRAPHICOccupancy at Year-End(2)GRAPHIC


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Our 2014 Fiscal Year Highlights

The Committee believes that 2014 was a very productive year for our Company and that our executive officers were instrumental in achieving those
results. The following are some of our Company's most notable accomplishments during 2014:



Our 2014 Fiscal Year in Review

Under Mr. A. Coppola's leadership, our executive team delivered the following achievements with respect to key quantitative and qualitative
corporate goals set by the Committee for 2014 in consultation with Mr. A. Coppola and our other executives. Target and high performance levels were generally established for the quantitative
goals and the Committee considered, among other factors, the actual achievements against each goal in its decision regarding the annual incentive bonuses for the named executive officers for 2014.

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Operational Goals and Achievements

Goal:

Achieve our FFO per share-diluted guidance of $3.50 to $3.60.Achievement:

FFO per share-diluted, excluding the loss on early extinguishment of debt, was $3.60 in 2014, at the high-end of our initial guidance and above the target performance level set by the Committee of $3.55. These positive results were fueled by strong
 fundamentals in our portfolio: solid tenant sales growth, good releasing spreads, continued same center net operating income growth and significant occupancy gains.Goal:

Achieve same center net operating income growth of 2.75% to 4.25%.Achievement:

Same center net operating income growth was 4.24% in 2014, above the target performance level set by the Committee of 3.50%.


Leasing Goals and Achievements

Goal:

Deliver double-digit releasing spreads from our high quality "A" Centers.Achievement:

The releasing spreads of our "A" Centers were 14.4% for 2014 and the releasing spreads for our entire portfolio were 22%. With respect to our "A" Centers, this well exceeded the target performance level set by the Committee and nearly met the high
 performance level of 15%.Goal:

Obtain overall occupancy level at our Centers of at least 95%.Achievement:

Our overall occupancy was 95.8% at December 31, 2014, a 120 basis point increase from 94.6% at December 31, 2013. This exceeded the target performance level set by the Committee and was our highest occupancy level in a decade.Goal:

Convert temporary tenants to permanent tenants.Achievement:

Temporary occupancy at December 31, 2014 decreased by 120 basis points from December 31, 2013. The Committee's high performance level for this goal was exceeded.Goal:

Achieve pre-established leasing milestones at identified properties.Achievement:

 Tysons Corner
Center:    signed leases for approximately 80% of the office tower. Los Cerritos
Center:    executed leases to add a new state-of-the-art Harkins Theatres and Dick's Sporting Goods as junior anchors. Santa Monica
Place:    received final city approval to add a 48,000 square foot state-of-the-art ArcLight Cinemas to the third-level entertainment and dining deck (construction underway, target completion Fall
2015). Scottsdale Fashion
Square:    commenced expansion and executed leases with Dick's Sporting Goods and Harkins Theatres.These achievements, which met or exceeded the Committee's expectations for these goals, demonstrate our Company's longstanding ability to add significant value to our well-situated properties.


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Development Goals and Achievements

Goal:

Acquire at least one new outlet center opportunity.Achievement:

We formed two joint ventures, which are prime examples of our successful outlet business strategy: a redevelopment joint venture with
Pennsylvania Real Estate Investment Trust for approximately 1,400,000 square feet of retail and office space at The Gallery in downtown Philadelphia. The Gallery is strategically positioned where mass transit, tourism, the residential population and
employment base converge. a development joint venture with Lennar
Corporation, one of the nation's leading homebuilders, for a 500,000 square foot urban outlet project that will anchor a new community at Candlestick Point in San Francisco.These achievements exceeded the Committee's expectations for this goal.Goal:

Achieve pre-established development milestones for identified projects.Achievement:

 Tysons Corner
Center:    continued construction according to plan of a 430 unit luxury residential tower and 300 room Hyatt Regency hotel, which are part of the 1,400,000 square foot expansion of Tysons Corner
Center. Fashion Outlets of
Niagara Falls USA:    completed 175,000 square foot expansion, which opened in October 2014 on schedule and on budget. At December 31, 2014, we had signed leases for approximately 82% of the expansion,
in excess of our 75% target. Broadway
Plaza:    as part of a 235,000 square foot expansion, demolished two older inefficient parking structures and completed ahead of schedule a five-level parking deck. Green Acres
Mall:    received city approval for a 335,000 square foot expansion, which exceeded our target. At December 31, 2014, we had executed letters of intent with respect to over 40% of the
space. Kings
Plaza:    developed a remerchandising plan for the Sears space and are discussing opportunities with prospective retail users.We achieved or exceeded the Committee's expectations for these goals.


Strategic Goals and Achievements

Goal:

Make significant progress regarding alternate plans for our JCPenney and Sears locations.Achievement:

We reduced the number, and related risk, of JCPenney and Sears stores, including working with Sears to lease a portion of their space at Danbury Fair Mall and Freehold Raceway Mall to Primark at no cost to us. We are working with Sears to further
 rationalize their footprints at several additional locations and expect announcements regarding this during 2015. These achievements met the Committee's expectations for this goal.Goal:

Make progress on the repositioning of two of four identified "B" assets.Achievement:

The progress made met the Committee's expectations for this goal.Goal:

Complete dispositions of at least $250 million of non-core assets.Achievement:

We continued execution of our proven strategic plan of transforming our portfolio through opportunistic dispositions of non-core assets and recycling the proceeds into our highly value-creative redevelopment pipeline. Dispositions during 2014
 included interests in five Centers resulting in our pro rata share of the sales proceeds of approximately $360 million and net proceeds of approximately $326 million. These achievements exceeded the Committee's expectations for this
 goal.


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Principal Components of our Executive Compensation Program and Key Compensation Decisions for  Fiscal Year 2014

Based on our 2014 fiscal year performance, highlights and achievements described above, the compensation decisions made by the Committee for our
named executive officers for 2014 demonstrate a close link between pay and performance. The Committee believes strongly in linking compensation to performance: the annual incentive awards (which for
2014 were entirely in the form of equity awards) were approximately 33% of total compensation for our named executive officers, and the earned value of 75% of the long-term incentive equity awards
depended on our 2014 total stockholder return relative to the total stockholder return of all publicly-traded equity REITs (the "Equity Peer REITs"). As used in this Compensation Discussion and
Analysis section, "total compensation" refers to the named executive
officer's base salary, the annual incentive award for 2014 performance and the grant date fair value (as determined for accounting purposes) of the long-term incentive equity awards granted during
2014.

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The
following chart summarizes, for each component of our executive compensation program, the objectives and key features and the compensation decisions made by the Committee for our named executive
officers for 2014.

Compensation
Component

Compensation Objectives
and Key Features

Key Compensation Decisions
for Fiscal Year 2014Base Salary

 Relatively small, fixed cash pay based on the
scope and complexity of each position, the officer's experience, competitive pay levels and general economic conditions.

 There were no changes in salary in 2014 for the
named executive officers.Annual Incentive Bonus

 Variable cash and/or equity compensation that
provides incentive and reward to our executive officers based on the Committee's assessment of performance, both corporate and individual.

 Strong corporate and individual performance led
the Committee to approve the following annual incentive awards, paid entirely in the form of fully-vested LTIP Units. The award amounts reflect the approximate midpoint between the target and high performance level for each named executive
officer. Measures of corporate performance principally
focused on the achievement of operational, leasing, development and strategic goals, as described above.

LTIP Unit
    Name                                 Bonus
AmountA. Coppola                            $3,000,000
    E. Coppola                             $2,400,000
    T. O'Hern                               $1,300,000
    T. Leanse                               $1,200,000
    R. Perlmutter                          $1,200,000Long-Term Incentive Equity Program

 Variable equity compensation component that
provides incentive for our executive officers to take actions that contribute to the creation of stockholder value by aligning the compensation earned with our relative total stockholder return performance.

 For 2014, the Committee granted
performance-based (75% of the total award) and service-based (25% of the total award) LTIP Units to our named executive officers. Performance-based LTIP Units vested at 0% to
150% of target (linear function) based on our total stockholder return over the performance period compared to the Equity Peer REITs. For half of these performance-based LTIP Units, vesting was also subject to achievement of 3% absolute total
stockholder return to further incentivize the creation of value for our stockholders.

 The performance-based LTIP Units vested at 150%
of the target number of units, based on the percentile ranking of our Company's total stockholder return for 2014 relative to the Equity Peer REITs, as well as our absolute total stockholder return level for the year. Executive officers are not entitled to full
distributions until performance-based LTIP Units vest. Vested performance-based LTIP Units must be
retained for two years after vesting.

 Even though these performance-based LTIP Units
have vested, they must be retained by our executives until at least December 31, 2016. Service-based LTIP Units promote retention and
stability of our management team.

 Service-based LTIP Units vest in annual
installments over a three-year period. LTIP Units are units in our "The Macerich
Partnership, L.P., or our Operating Partnership" that are convertible into shares of our Common Stock under certain circumstances.


The
following diagrams present our named executive officers' 2014 actual pay mix of total compensation as more fully described on pages 30-31 of this Amendment and highlight the substantial
link between our named executive

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officers'
compensation and performance. The diagrams further illustrate the strong alignment of our named executive officers' interests with our stockholders' interests through our emphasis on equity
award compensation for our named executive officers.

Chief Executive Officer  2014 Pay Mix

GRAPHIC

Other Named Executive Officers  2014 Pay Mix

GRAPHIC

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Specific Compensation and Corporate Governance Features

Several elements of our program are designed to more strongly align our executive compensation with long-term stockholder interests, as described
below. Our executive compensation program received overwhelming support at our annual meeting of stockholders in 2014 with approximately 98% of the votes cast in favor of our say-on-pay proposal.

Limited Employment Agreements.We have no employment agreements, except for our agreement with Mr. Leanse, our Senior Executive Vice President, Chief Legal
Officer and Secretary, which terminates on December 31, 2015.

Elimination of Excise Tax Gross-Up Provisions.Significant progress has been made to eliminate all excise tax gross-up provisions from our management continuity
agreements which provide change of control benefits. On March 15, 2013, in response to Mr. A. Coppola's offer, our Company and Mr. A. Coppola terminated his management continuity
agreement. The management continuity agreements of Messrs. E. Coppola and O'Hern were not extended by our Company and, therefore, will terminate in December 2015. The termination of these
agreements was primarily based on the desire of Mr. A. Coppola and the Committee to eliminate all change of control excise tax gross-ups consistent with good corporate governance practices.
Upon termination of Messrs. E. Coppola and O'Hern's management continuity agreements, all excise tax gross-up provisions will have been eliminated.

Stock Ownership Guidelines.We have robust stock ownership policies for our named executive officers and directors and each of these individuals that are subject
to them is in compliance with those policies. See "Stock Ownership Policies" on page 31 of this Amendment.

Clawback Policy.Our Board adopted a clawback policy that allows us to recover incentive compensation paid to our executive officers if the compensation was based
on achieving financial results that were subsequently restated and the amount of the executive officer's incentive compensation would have been lower had the financial results been properly reported.

Anti-Hedging Policy.Our Board also adopted a policy prohibiting all of our directors, officers and employees from engaging in any hedging or monetization
transactions that are designed to hedge or offset any decrease in the market value of our securities. This policy also prohibits short sales and the purchase and sale of publicly traded options of our
Company.

Anti-Pledging Policy.In addition, our Board adopted a policy (a) prohibiting all our directors and executive officers from pledging our securities if they
are unable to meet our stock ownership requirements without reference to such pledged shares and (b) recommending that our directors and executive officers not pledge our securities.

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Our Executive Compensation Program

Inputs to Compensation Decisions

Role of the Compensation Committee.The Committee reviews and approves the compensation for our executive officers, reviews our overall compensation structure and
philosophy and administers certain of our employee benefit and stock plans, with authority to authorize awards under our incentive plans. The Committee currently consists of four independent
directors, Ms. Stephen, Messrs. Moore and Soboroff and Dr. Sexton.

Role of Compensation Consultant.The Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant as it deems necessary to
assist in the evaluation of director or executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. As
requested by the Committee, our compensation consultant periodically provides reviews of the various elements of our compensation programs, including evolving compensation trends and market survey
data.

The
Committee has retained Cook & Co. as its independent compensation consultant with respect to our compensation programs. Cook & Co.'s role is to evaluate the existing
executive and non-employee director compensation programs, assess the design and competitive positioning of these programs, and make recommendations for change, as appropriate. The Committee has
considered the independence of Cook & Co. and determined that its engagement of Cook & Co. does not raise any conflicts of interest with our Company or any of our directors
or executive officers. Cook & Co. provides no other consulting services to our Company, our executive officers or directors.

Role of Data for Peer Companies.In 2013, Cook & Co. conducted a review of the design and structure of our executive compensation, including a
competitive analysis of pay opportunities for our named executive officers. As part of Cook & Co.'s competitive review, the Committee selected the following U.S. publicly traded REITs to
be included in a peer group to evaluate our executive compensation decisions for 2014. These REITs were selected because they are considered comparable to our Company primarily in terms of size, but
also with consideration of property focus. We feel that size, as measured by total capitalization, and where applicable a focus on the retail sector, best depict a complexity and breadth of
operations, as well as the amount of capital and assets managed, similar to our Company.

Alexandria Real Estate Equities, Inc.

Kilroy Realty CorporationAvalonBay Communities, Inc.

Kimco Realty CorporationBoston Properties, Inc.

Prologis, Inc.Digital Realty Trust, Inc.

Regency Centers CorporationDouglas Emmett, Inc.

Simon Property Group, Inc.Equity Residential

SL Green Realty Corp.Federal Realty Investment Trust

Tanger Factory OutletsGeneral Growth Properties, Inc.

Taubman Centers, Inc.HCP, Inc.

Ventas, Inc.Host Hotels & Resorts, Inc.

Vornado Realty Trust


This
is the same peer group used by the Committee for 2013. The Committee reviews compensation practices at peer companies to inform itself and aid it in its decision-making process so it can
establish compensation programs that it believes are reasonably competitive. The Committee, however, does not set compensation components to meet specific benchmarks. Instead the Committee focuses on
a balance of annual and long-term compensation, which is heavily weighted toward "at risk" performance-based compensation. While the Committee does review our executive compensation program relative
to the peer group to help perform its subjective analysis, peer group data is not used as the determining factor in setting compensation because each officer's role and experience is unique and actual
compensation for comparable officers at the peer companies may be the result of a year of over-performance or under-performance. The Committee believes that ultimately the decision as to appropriate

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compensation
for a particular officer should be made based on a full review of that officer's and our Company's performance.

Role of CEO.Mr. A. Coppola generally attends the Committee meetings (excluding any executive sessions) and provides his analysis and recommendations with
respect to our Company's executive compensation program, including the compensation for our other named executive officers. Given his knowledge of our executive officers and our business, the
Committee believes that Mr. A. Coppola's input is an integral and vital part of
the compensation process and, therefore, values his recommendations. The Committee, however, is responsible for approving the compensation for all of our named executive officers.

Objectives of the Executive Compensation Program

Our executive compensation program is designed to attract, retain and reward experienced, highly motivated executives who are capable of leading our
Company in executing our ambitious growth strategy. The Committee believes strongly in linking compensation to corporate performance: the annual incentive awards (which for 2014 were entirely in the
form of equity awards) are primarily based on overall corporate performance and represented approximately 33% of total compensation for our named executive officers, and the earned value of 75% of the
long-term incentive equity awards depends on our 2014 total stockholder return relative to the Equity Peer REITs. The Committee also recognizes individual performance in making its executive
compensation decisions. The Committee believes this is the best program overall to attract, motivate and retain highly skilled executives whose performance and contributions benefit our Company and
our stockholders. The Committee believes it utilizes the right blend of cash and equity awards to provide appropriate incentives for executives while aligning their interests with our stockholders and
encouraging their long-term commitment to our Company. The Committee does not have a strict policy to allocate a specific portion of compensation to our named executive officers between either cash
and non-cash or short-term and long-term compensation. Instead, the Committee considers how each component promotes retention and/or motivates performance by the executive.

Elements of the Program

Our executive compensation program includes the following three principal elements:



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Other Benefits and Agreements



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Compensation for 2014 Performance

The following provides information with respect to the compensation of our named executive officers for 2014.



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The
Committee believes that Mr. A. Coppola's management and direction of our executive team was critical to the performance of our Company in 2014 and that, as CEO, he was ultimately
responsible for our tremendous corporate performance through his leadership and strategic vision.

Based
on the overall very positive review of corporate and individual performance for 2014 and Mr. A. Coppola's recommendation with respect to the other named executive officers, in March 2015
the Committee approved a bonus for each of them at the approximate midpoint between the target and high performance level identified above under "Elements of the ProgramAward Amounts."
The following table shows annual incentive bonus amounts, which were paid entirely in the form of fully-vested LTIP Units:

Annual Incentive Compensation Awards for 2014 Performance

Name

LTIP Unit
Bonus Amount(*)Arthur M. Coppola

$
3,000,000Edward C. Coppola

$
2,400,000Thomas E. O'Hern

$
1,300,000Thomas J. Leanse

$
1,200,000Robert D. Perlmutter

$
1,200,000


(*)These
amounts were converted into LTIP Units using the closing price of our Common Stock on the NYSE on the March 6, 2015 grant date of $86.72.


Under
applicable SEC rules, equity awards are reported as compensation in the tables below in this Amendment for the year in which the award was granted, not the year to which the performance relates.
Accordingly, the LTIP Units awarded as annual incentive compensation based on 2014 performance described above will be reported in those tables in next year's proxy statement as compensation for 2015.
Thus, the compensation for our named executive officers for 2014 reflected in the Summary Compensation Table and Grants of Plan-Based Awards Table below includes the LTIP Units awarded to each
executive early in 2014 for 2013 performance. See "2014 Total Compensation" below.

Long-Term Incentive Equity Awards.

For 2014, the Committee granted long-term incentive equity awards to our named executive officers in the form of performance-based LTIP Units (75% of
the total award) and service-based LTIP Units (25% of the total award), as more fully-described on page 26 of this Amendment.

Given
our strong emphasis on "at risk" compensation, the Committee reviewed peer group data relating to the allocation of long-term incentive equity awards between performance-based and service-based
grants. For the performance-based component the Committee considered the range of potential realizable values that our executives could earn to ensure that the awards would be both reasonably
competitive and appropriate to motivate our leadership team. The factors considered by the Committee in making awards to the different named executive officers were similar to those considered for
annual incentive awards: Mr. A. Coppola's critical role in driving the

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performance
of our Company and formulating our strategic vision and the other named executive officers' roles in executing that strategy within their respective areas of responsibility. The following
table shows the grant date fair value of performance-based LTIP Unit awards to our named executive officers:

Grant Date Fair Value of LTIP Unit Awards for 2014 Performance

Name

Performance-Based LTIP
Unit Award(*)

Service-Based LTIP
Unit Award(*)Arthur M. Coppola

$
6,749,948

$
2,249,951Edward C. Coppola

$
2,249,952

$
749,964Thomas E. O'Hern

$
937,450

$
312,470Thomas J. Leanse

$
937,450

$
312,470Robert D. Perlmutter

$
749,923

$
249,988


(*)These
amounts were converted into LTIP Units based on the grant date fair value.


Vesting
of the performance-based LTIP Units was based on the percentile ranking of our total stockholder return relative to the Equity Peer REITs for the 12-month performance period ended
December 31, 2014, as disclosed in the table below, with linear interpolation between performance levels. The vesting of one half of the performance-based LTIP Units was also subject to
achievement of an absolute total stockholder return of at least 3%. To further align our executives' interests with our stockholders' interests, all vested performance-based LTIP Units must be
retained by our executives until December 31, 2016.

Company Percentile Ranking Relative to the Equity Peer REITs

Percentage of
Performance-Based
LTIP
Units That VestBelow the 25th


0
%At the 25th


50
%At the 50th


100
%At or above the 75th


150
%


For
2014, our total stockholder return relative to the stockholder return of the Equity Peer REITs was at the 89th percentile and we exceeded a 3% absolute total stockholder return, resulting
in vesting at the 150% level.

2014 Total Compensation

We are including this supplemental information to provide a more meaningful view of the compensation of our named executive officers for 2014. The
table below shows each named executive officer's salary, annual long-term incentive equity award grant value, bonus for services performed in 2014 and all other compensation. This table, in contrast
to the Summary Compensation Table on page 33 of this Amendment, includes equity awards granted under

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our
annual incentive award program in 2015 for services performed in 2014 and excludes equity awards granted under our annual incentive award program in 2014 for services performed in 2013.

Salary
($)

Long-Term
Incentive
Equity Award
Value ($)(*)

Bonus ($)(**)

All Other
Compensation
($)

Total
Compensation
($)Arthur M. Coppola


1,000,000


8,999,899


3,000,000


212,972


13,212,871Edward C. Coppola


800,000


2,999,916


2,400,000


172,177


6,372,093Thomas E. O'Hern


550,000


1,249,920


1,300,000


101,459


3,201,379Thomas J. Leanse


500,000


1,249,920


1,200,000


43,970


2,993,890Robert D. Perlmutter


500,000


999,911


1,200,000


55,672


2,755,583


(*)These
amounts represent the sum of the aggregate grant date fair value of performance-based LTIP Unit awards (75% of the aggregate grant value) and of
service-based LTIP Unit awards (25% of the aggregate grant value) granted in January 2014 to each of our named executive officers, the terms of which are described above.(**)These
amounts represent the grant date fair value of fully-vested LTIP Unit awards granted on March 6, 2015 to each of our named executive officers
for services performed in 2014.


Accounting and Tax Issues

The Committee considers both the accounting and tax issues raised by the various compensation elements for our Company and our executives.



Stock Ownership Policies

Our Board believes that our directors and executive officers should have a meaningful investment in our Common Stock in order to more closely align
their interests with those of our stockholders. Accordingly, our Board has established (1) a policy that all non-employee directors own at least $300,000 of Common Stock, and until such time as
compliance is achieved, all future equity grants will be retained by the non-employee director, except for sales for tax purposes approved by our Chief Legal Officer, and (2) a policy that,
within three years of becoming an executive officer, the Chairman of the Board, Vice Chairman of the Board and Chief Executive Officer own Common Stock with a value equal to five times their
respective base salaries and that the other named executive officers own Common Stock with a value equal to three times their respective base salaries. These policies also set forth the forms of
equity interests in our Company which will count toward stock ownership (excluding any pledged securities) and allow the Board to approve exceptions from time to time for this stock ownership policy.
Our policy further provides that a non-employee director who is prohibited by law or by the regulations of his or her employer from having an ownership interest in our Company's securities shall be
exempt, such as Mr. Sullivan. All of our other directors and named executive officers that are subject to these stock ownership policies are in compliance with them.

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2014 "Say-on-Pay" Advisory Vote on Executive Compensation

At our 2014 annual stockholders' meeting, an advisory resolution approving the compensation paid to our named executive officers received strong
support from our stockholders. The Committee considered the results of this vote and, as evidenced by the fact that approximately 98% of the votes were cast in favor of this proposal, the Committee
viewed these results as an indication of our stockholders' strong support of our compensation programs. Accordingly, based in part on the results of this vote, the Committee maintained the same
principal elements of our executive compensation programs for 2015 compensation.

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EXECUTIVE COMPENSATION

The following table and accompanying notes show for our Chief Executive Officer, our Chief Financial Officer and our three next most highly
compensated executive officers, as of December 31, 2014, the aggregate compensation paid, awarded or earned with respect to such persons in 2012, 2013 and 2014, as applicable.
Messrs. Leanse and Perlmutter joined our Company as executive officers on September 1, 2012 and April 16, 2012, respectively.

Summary Compensation TableFiscal Years 2012-2014

Name and
Principal Position

Year

Salary
($)(1)

Bonus
($)(2)(3)

Stock
Awards
($)(2)(4)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)

All Other
Compensation
($)(6)

Total
($)Arthur M. Coppola,


2014


1,000,000





12,999,897











212,972


14,212,869Chairman of the Board


2013


992,308
(7)




12,063,963











68,777


13,125,048of Directors and Chief
Executive Officer


2012


950,000


3,500,000


3,777,000











154,605


8,381,605Edward C. Coppola,


2014


800,000





6,199,914











172,177


7,172,091President


2013


800,000





4,021,299











113,156


4,934,4452012


800,000


2,000,000


1,888,500











109,296


4,797,796Thomas E. O'Hern,


2014


550,000





2,899,866











101,459


3,551,325Senior Executive Vice


2013


550,000





1,675,552











116,557


2,342,109President, Chief Financial
Officer and Treasurer


2012


550,000


1,000,000


755,400











74,318


2,379,718Thomas J. Leanse,


2014


500,000
(8)




2,749,904











43,970


3,293,874Senior Executive Vice


2013


500,000
(8)




1,675,552











41,342


2,216,894President, Chief Legal
Officer and Secretary


2012



(8)

400,000


1,191,400


483,500
(9)










2,074,900Robert D. Perlmutter,


2014


500,000





2,499,895











55,672


3,055,567Executive Vice


2013


500,000





1,340,389











104,630


1,945,019President, Leasing


2012


346,154
(10)

1,000,000


549,700











37,198


1,933,052


(1)Includes
any amount of salary deferred under our qualified and nonqualified deferred compensation plans. See "Nonqualified Deferred Compensation" table
below for more information.(2)SEC Reporting of Cash and Equity AwardsIn
reviewing the Summary Compensation Table, it is important to note that under SEC rules, cash awards are reported in the table for the year
that they are earned regardless of when they are paid, while equity awards are reported in the table for the year that they are granted (as determined in accordance with applicable accounting rules)
regardless of when they are earned.(3)Bonuses Reported in Year 2014As
described in the Compensation Discussion and Analysis above, the annual incentive compensation awards for our named executive officers for
their 2014 performances were paid in the form of fully-vested LTIP Units on March 6, 2015. Accordingly, the LTIP Unit bonuses granted to these named executive officers for their 2014
performance will be reported in the "Stock Awards" column for 2015.
Bonuses Reported in Year 2013The
annual incentive compensation awards for our named executive officers for their 2013 performance were paid in the form of fully-vested LTIP
Units on March 7, 2014 and were previously described in the Compensation Discussion and Analysis of our proxy statement filed on April 18, 2014. In accordance with SEC rules, the LTIP
Unit bonuses granted to these named executive officers for their 2013 performance are reported in the "Stock Awards" column for 2014. See also footnote (4) below.


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Bonuses Reported in Year 2012 The
amounts reported in the "Bonus" column for 2012 reflect the annual cash incentive compensation awards for our named executive officers for
their 2012 performance.(4)Stock Awards Reported in Year 2014The
amounts reflected in this column for 2014 relate to two types of performance-based LTIP Units (as more fully described below), service-based
LTIP Units and fully-vested LTIP Units granted in 2014 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718,
disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions.
a.Performance-Based LTIP Units.    The aggregate grant date fair values for the two types of
performance-based LTIP Unit awards based upon the probable outcome of the performance conditions as of the grant date was as follows:


Arthur M. Coppola


$6,749,948Edward C. Coppola


$2,249,952Thomas E. O'Hern


$937,450Thomas J. Leanse


$937,450Robert D. Perlmutter


$749,923


Arthur M. Coppola


$13,150,785Edward C. Coppola


$4,383,536Thomas E. O'Hern


$1,826,414Thomas J. Leanse


$1,826,414Robert D. Perlmutter


$1,461,061




Arthur M. Coppola


$2,249,951Edward C. Coppola


$749,964Thomas E. O'Hern


$312,470Thomas J. Leanse


$312,470Robert D. Perlmutter


$249,988




Arthur M. Coppola


$3,999,998Edward C. Coppola


$3,199,998Thomas E. O'Hern


$1,649,946Thomas J. Leanse


$1,499,984Robert D. Perlmutter


$1,499,984


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Arthur M. Coppola


$22,297,857Edward C. Coppola


$7,432,578Thomas E. O'Hern


$3,096,928Thomas J. Leanse


$3,096,928Robert D. Perlmutter


$2,477,444


Arthur M. Coppola


$10,800,000Edward C. Coppola


$5,400,000Thomas E. O'Hern


$2,160,000Robert D. Perlmutter


$1,175,000


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Matching
Contributions
under
401(k) Plan
$

Matching
Contributions
under
Nonqualified
Deferred
Compensation
Plan
$

Life
Insurance
Premiums
$

Other
Welfare
Benefit
Premiums
$

Use of
Private
Aircraft
$Arthur M. Coppola








3,936


26,553


182,483Edward C. Coppola


10,400





2,533


26,553


132,691Thomas E. O'Hern


10,400


27,500


1,616


26,553


35,390Thomas J. Leanse


10,400


25,000


1,618


6,952


Robert D. Perlmutter


10,400


25,000


1,616


18,656





Employment Agreement with Mr. Leanse

Effective September 1, 2012, we entered into an employment agreement with Mr. Leanse that provides for an annual base salary of not
less than $500,000 and a target annual bonus of $750,000 (subject to attainment of performance goals) during his three year employment period. The employment agreement also provided for the grant on
its effective date of September 1, 2012 of 20,000 fully-vested LTIP Units, 39,932 fully-vested SARs and 10,068 stock options that vest in six annual installments ending on September 1,
2017.

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The employment agreement further provides Mr. Leanse with certain severance benefits if (a) our Company terminates his employment other than for cause, death or
disability or (b) Mr. Leanse terminates his employment for good reason, on or before December 31, 2015. After such date, the employment agreement terminates. Mr. Leanse
also agreed to certain covenants, including confidentiality for five years after the termination date and non-solicitation of employees for one year after the termination date.

We
have not entered into employment agreements with any of the other named executive officers.

Grants of Plan-Based AwardsFiscal 2014

The following table provides information regarding performance-based LTIP Units, service-based LTIP Units and fully-vested LTIP Units granted to our
named executive officers in 2014.

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards(1)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)Name

Grant
Date

Approval
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)Arthur M. Coppola


1/1/14


12/31/13











74,437


148,874


223,311











6,749,9481/1/14


12/31/13




















38,206
(2)







2,249,9513/7/14


1/28/14




















66,390
(3)







3,999,998Edward C. Coppola


1/1/14


12/31/13











24,812


49,624


74,436











2,249,9521/1/14


12/31/13




















12,735
(2)







749,9643/7/14


1/28/14




















53,112
(3)







3,199,998Thomas E. O'Hern


1/1/14


12/31/13











10,338


20,676


31,014











937,4501/1/14


12/31/13




















5,306
(2)







312,4703/7/14


1/28/14




















27,385
(3)







1,649,946Thomas J. Leanse


1/1/14


12/31/13











10,338


20,676


31,014











937,4501/1/14


12/31/13




















5,306
(2)







312,4703/7/14


1/28/14




















24,896
(3)







1,499,984Robert D. Perlmutter


1/1/14


12/31/13











8,270


16,540


24,810











749,9231/1/14


12/31/13




















4,245
(2)







249,9883/7/14


1/28/14




















24,896
(3)







1,499,984


(1)Represents
awards of performance-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 38-39 of this
Amendment. Performance was measured on a cumulative basis at the end of the one-year performance period from January 1, 2014 through December 31, 2014. The number of LTIP Units reported
under the "Threshold (#)" subcolumn represents the number of LTIP Units that would be awarded if our performance relative to our peer REITs was at the 25th percentile, which
represents the minimum percentile rank that would entitle recipients to awards under the LTIP. The number of LTIP Units reported under the "Target (#)" subcolumn represents the number of LTIP Units
that would be awarded if our performance relative to our peer REITs was at the 50th percentile. The number of LTIP Units reported under the "Maximum (#)" subcolumn represents the number of LTIP
Units that would be awarded if our performance relative to our peer REITs was at or above the 75th percentile.(2)Represents
awards of service-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 38-39 of this
Amendment.(3)Represents
awards of fully-vested LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described on pages 33-34 of this Amendment.
These awards represent each executive's bonus under our annual incentive compensation program for 2013 performance and were previously described in the Compensation Discussion and Analysis of our
proxy statement filed on April 18, 2014.(4)The
amounts reflected in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718 as described in
note (4) to the "Summary Compensation Table" above. Assumptions used in the calculation of these amounts are set forth in footnote 18 to our audited financial statements for the fiscal year
ended December 31, 2014 included in the Original Filing.


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Table of Contents

Discussion of Summary Compensation and Grants of Plan-Based Awards Table

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of
Plan-Based Awards Table was paid, awarded or earned, are generally described under "Compensation Discussion and Analysis" and in the footnotes to the compensation tables. The material terms of our
LTIP, pursuant to which LTIP Units are granted, are described below. There are no employment agreements with our named executive officers, except the agreement with Mr. Leanse which our Company
entered into effective as of September 1, 2012 in connection with his hiring as our Senior Executive Vice President, Chief Legal Officer and Secretary. Mr. Leanse's agreement terminates
on December 31, 2015. For a description of our severance and change of control agreements with certain of our named executive officers, see "Potential Payments Upon Termination or Change of
Control."

LTIP Unit Awards

LTIP Units of our Operating Partnership are structured to qualify as "profits interests" for federal income tax purposes. Accordingly, LTIP Units
initially do not have full parity, on a per unit basis, with our Operating Partnership's common OP Units with respect to liquidating distributions. Upon the occurrence of specified events, the LTIP
Units can over time achieve full parity with the common OP Units, at which time LTIP Units are convertible, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into
common OP Units. LTIP Units that have been converted into common OP Units and have become vested are redeemable by the holder for shares of Common Stock on a one-for-one basis or the cash value of
such shares, at our Company's election. LTIP Units generally may be subject to performance-based vesting or service-based vesting.

2014 Performance-Based and Service-Based LTIP Units.Our named executive officers were granted LTIP Units effective January 1, 2014, with 75% of the total
award consisting of performance-based LTIP Units and 25% consisting of service-based LTIP Units. Service-based awards were granted in 2014 to support the long-term retention of our executives.

a.Performance-Based LTIP Units.The 2014 performance-based LTIP Units were subject to performance-based vesting over the 12-month period from
 January 1, 2014 through December 31,
2014 and were equally divided between two types of awards. The terms of both performance-based LTIP Unit awards were the same, with vesting of each award depending on our relative total stockholder
return over the performance period as described below, except one award also had a 3% absolute total stockholder return measure. These LTIP Units were subject to forfeiture to the extent the
applicable performance requirements were not achieved. Vesting of the LTIP Units was based on the percentile ranking of our total stockholder return per share of Common Stock relative to our Equity
Peer REITs, as measured at the end of the performance period. Total stockholder return was measured by the compounded total annual return per share achieved by the shares of common stock of our
Company or such Equity Peer REIT and assumed reinvestment of all dividends and distributions. Our Equity Peer REITs are identified in Exhibit 99.2 to this Amendment.

Depending
on our total stockholder return relative to the total stockholder return of our Equity Peer REITs, vesting of these LTIP Units occurred in accordance with the schedule below, with linear
interpolation between performance levels. Determination of the vesting of our performance-based LTIP Units would have occurred earlier in the event of a change of control or qualified termination of
employment (which generally includes a termination by our

38

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Table of Contents

Company
without cause or by the executive for good reason) based on our performance through the date of such event.

Company Percentile Ranking Relative to the Equity Peer REITs

Percentage of LTIP
Units That Vest*Below the 25th


0
%At the 25th


50
%At the 50th


100
%At or above the 75th


150
%


*
Linear interpolation between performance levels.


The
percentage of the performance-based LTIP Units that vested effective December 31, 2014 was 150% of the target number of units covered by each award since (i) our Company's total
stockholder return relative to the total stockholder return of our Equity Peer REITs for the performance period was at the 89th percentile and (ii) our total stockholder return of 46.5%
exceeded the absolute threshold for the performance period. Although the LTIP Units have vested, they must be retained by the executives until at least December 31,
2016, which further aligns the interests of our executives with our stockholders because the value of the LTIP Units is directly tied to our Common Stock price.

Holders
of the 2014 performance-based LTIP Units were only entitled to distributions during the performance period to the extent the underlying LTIP Units vested. Distributions on vested LTIP Units
are equal in amount to the regular distributions paid on an equal number of common OP Units, which are equal in amount to the dividends paid on an equal number of shares of Common Stock.

b.Service-Based LTIP Units.The 2014 service-based LTIP Units vest in equal annual installments over a three-year period. Vesting is conditioned upon the
 executive remaining an employee of
our Company through the applicable vesting dates, and subject to acceleration of vesting in the event of a change of control of our Company or his death or disability. Upon the termination of the
executive's service relationship with our Company under specified circumstances, including termination by our Company without cause, and by the executive for good reason, his service-based LTIP Units
will continue to vest in accordance with the vesting schedule.

Regular
and other non-liquidating distributions were made with respect to the service-based LTIP Units from the date of their issuance to the executive. Distributions were in the same amount and at
the same time as those made with respect to common OP Units. At the end of the vesting period, distributions will continue to be made only to the extent that the service-based LTIP Units have become
vested.

2015 Performance-Based and Service-Based LTIP Units.The Committee continued the LTIP program for 2015 and awarded LTIP Units to our named executive officers, with
75% of the total award consisting of performance-based LTIP Units and 25% consisting of service-based LTIP Units with the same terms as described above. The performance period for the new
performance-based LTIP Unit awards will be from January 1, 2015 through December 31, 2015. For purposes of determining the vesting of the performance-based LTIP Units, the Equity Peer
REITs will continue to be the peer group. These performance-based LTIP Units, to the extent earned, must be retained until at least December 31, 2017 and the participants will not be entitled
to distributions until the LTIP Units vest.

39

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Table of Contents

Outstanding Equity Awards at December 31, 2014Fiscal 2014

The following table provides information on the holdings of our named executive officers of SARs, stock options and service-based LTIP Units as of
December 31, 2014.

Option Awards(1)

Stock AwardsName

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(5)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(6)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)Arthur M. Coppola


102,610
(1)







56.63
(1)

3/7/18


25,471


2,124,536





Edward C. Coppola


72,907
(1)







56.63
(1)

3/7/18


8,490


708,151





Thomas E. O'Hern


59,406
(1)







56.63
(1)

3/7/18


3,538


295,105





Thomas J. Leanse


39,932
(2)







59.57


9/1/22


3,538


295,105





5,034
(3)

5,034
(4)




59.57


9/1/22











Robert D. Perlmutter

















2,830


236,050








(1)Represents
SAR awards that vested on March 15, 2011 and the number and exercise price reflect certain anti-dilutive adjustments made since the date
of grant under our 2003 Incentive Plan.(2)Represents
Mr. Leanse's fully-vested SAR award that was granted on September 1, 2012.(3)Represents
the 50% portion of Mr. Leanse's stock option award which has vested.(4)Represents
the unvested portion of Mr. Leanse's stock option award that will vest in three equal installments beginning on September 1, 2015
and ending on September 1, 2017.(5)Represents
the unvested portion of the service-based LTIP Units that will vest in two equal installments on December 31, 2015 and December 30,
2016.(6)Based
on a price of $83.41 per unit, which was the closing price on the NYSE of one share of our Common Stock on December 31, 2014. Assumes that the
value of LTIP units on a per unit basis is equal to the per share value of our Common Stock.


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Table of Contents

Option Exercises and Stock VestedFiscal 2014

The following table shows information for each of our named executive officers regarding the value of LTIP Units that vested during
2014. No options or SARs were exercised by any of our named executive officers in 2014.

Option Awards

Stock AwardsName

Number of
Shares
Acquired
on Exercise
(#)

Value Realized
on Exercise
($)

Number of
Shares
Acquired
on Vesting
(#)(1)

Value Realized
on Vesting
($)(1)Arthur M. Coppola








302,436
(2)

23,688,595Edward C. Coppola








131,793
(3)

9,762,780Thomas E. O'Hern








60,167
(4)

4,384,293Thomas J. Leanse








57,678
(5)

4,234,331Robert D. Perlmutter








51,121
(6)

3,687,411


(1)This
number represents (a) the vesting of performance-based LTIP Units and service-based LTIP Units on December 31, 2014 and (b) the
grant of fully-vested LTIP Units on March 7, 2014, representing the annual incentive compensation award for 2013 performance. An individual, upon the vesting of an equity award, does not
receive cash equal to the amount contained in the Value Realized on Vesting column of this table. Instead, the amounts contained in the Value Realized on Vesting column reflect the market value of our
Common Stock on the applicable vesting date. For purposes of this table, it is assumed one LTIP Unit represents the economic equivalent of one share of Common Stock. The LTIP Units do not realize
their full economic value until certain conditions are met, as described on pages 38-39 of this Amendment, and such conditions have been met for all service-based LTIP Units and fully-vested
LTIP Units and for 67% of the performance-based LTIP Units included in this table.(2)This
number represents (a) the vesting of 223,311 performance-based LTIP Units and 12,735 service-based LTIP Units and (b) the grant of 66,390
fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.(3)This
number represents (a) the vesting of 74,436 performance-based LTIP Units and 4,245 service-based LTIP Units and (b) the
grant of 53,112 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.(4)This
number represents (a) the vesting of 31,014 performance-based LTIP Units and 1,768 service-based LTIP Units and (b) the
grant of 27,385 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.(5)This
number represents (a) the vesting of 31,014 performance-based LTIP Units and 1,768 service-based LTIP Units and (b) the
grant of 24,896 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.(6)This
number represents (a) the vesting of 24,810 performance-based LTIP Units and 1,415 service-based LTIP Units and (b) the
grant of 24,896 fully-vested LTIP Units, representing the annual incentive compensation award for 2013 performance.


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Table of Contents

Nonqualified Deferred CompensationFiscal 2014

Certain of our named executive officers participate or participated in our 2005 Deferred Compensation Plan for Senior Executives,
which was amended and restated as our 2013 Deferred Compensation Plan, effective January 1, 2013, referred to as our "Deferred Compensation Plan," which also includes certain amounts deferred
prior to 2005 under a predecessor plan. The following table provides information with respect to our named executive officers for the Deferred Compensation Plan for the fiscal year 2014.

Name

Executive
Contributions
in 2014
($)(1)

Registrant
Contributions
in 2014
($)(2)

Aggregate
Earnings
in 2014
($)(3)

Aggregate
Withdrawals/
Distributions
during 2014
($)

Aggregate
Balance
at 12/31/14
($)(4)Arthur M. Coppola














Edward C. Coppola








51,352





422,100Thomas E. O'Hern


137,500


27,500


134,787





1,763,638Thomas J. Leanse


100,000


25,000


22,239





278,704Robert D. Perlmutter


100,000


25,000


15,350





634,855


(1)The
amounts in this column are included in the "Salary" column of the Summary Compensation Table.(2)Our
Company's contributions to the Deferred Compensation Plan are included in the "All Other Compensation" column of the Summary Compensation Table.(3)None
of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such
amounts are reflected in the Summary Compensation Table.(4)The
balances shown represent compensation already reported in the "Summary Compensation Table" in this Amendment and prior-year proxy statements, except for
any earnings that were not above-market or preferential as determined under SEC rules.


Description of Our Deferred Compensation Plan

As of December 31, 2014, Messrs. E. Coppola, O'Hern, Leanse and Perlmutter had account balances under our Deferred Compensation Plan.
Under the Deferred Compensation Plan, our key executives who satisfy certain eligibility requirements may make annual irrevocable elections to defer a specified portion of their base salary and bonus
to be earned during the following calendar year. Deferral of amounts earned in 2014 by participants were limited to 85% of base salary and 85% of bonus. Our Company will credit an amount equal to the
compensation deferred by a participant to that participant's deferral account under the Deferred Compensation Plan. In addition, our Company may credit matching amounts to an account established for
each participant in an amount equal to a percentage, established by our Company in its sole discretion prior to the beginning of the plan year, of the amount of compensation deferred by each
participant under the plan. For 2014, our Company matched 25% of the amount of salary and bonus deferred by a participant up to a limit of 5% of the participant's total salary and bonus.

Account
balances under the Deferred Compensation Plan will be credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds
designated by our Company. The amounts credited to participants' deferred accounts and Company matching accounts are at all times 100% vested. Participants will be eligible to receive distributions of
the amounts credited to their accounts, at up to five different times that they may specify, in a lump sum or installments pursuant to elections made under the rules of the Deferred Compensation Plan.
Changes to these elections under the plan may be made under limited circumstances. Under the Deferred Compensation Plan, key employees who have elected a payment at termination of employment must
generally wait six months after termination, other than as a result of death, to receive a distribution. Our Company is contributing assets to a trust, which assets remain subject to the claims of our
Company's general creditors, to provide a source of funds for payment of our Company's obligations under the Deferred Compensation Plan. Employees who are eligible to participate in the Deferred
Compensation Plan may also be eligible for life insurance coverage in an amount equal to two times their annual salaries.

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Table of Contents

Potential Payments Upon Termination or Change of Control

The following section describes potential payments and benefits to our named executive officers under our current compensation and
benefit plans and arrangements had a termination of employment or a change of control of our Company occurred on December 31, 2014. In addition, our 2003 Incentive Plan contains provisions
regarding the acceleration of vesting and modification of equity awards. The Compensation Committee is authorized to accelerate the vesting of and modify outstanding awards as well as authorize
discretionary severance payments to our named executive officers upon termination.

None
of our named executive officers have an employment agreement with our Company, except Mr. Leanse. The severance benefits provided in Mr. Leanse's employment agreement are described
below. Currently, Messrs. E. Coppola, O'Hern and Leanse each have a management continuity agreement which provides for change of control benefits as described below. The agreements for
Messrs. E. Coppola and O'Hern will terminate in December 2015. Mr. Leanse's management continuity agreement has a three-year term that automatically renews each year unless our Company
gives notice that the term will not be renewed.

On
March 15, 2013, in response to Mr. A. Coppola's offer, our Company and Mr. A. Coppola terminated his management continuity agreement. On August 28, 2013, notice was
provided by our Company to Messrs. E. Coppola and O'Hern that their respective management continuity agreements would not be extended and, therefore, will terminate in December 2015. The
termination of these agreements was primarily based on the desire of Mr. A. Coppola and the Compensation Committee to eliminate all change of control excise tax gross-ups consistent with
good corporate governance practices. Upon termination of Messrs. E. Coppola and O'Hern's management continuity agreements, all excise tax gross-up provisions will be eliminated.

Regardless
of the manner in which a named executive officer's employment terminates, he is entitled to receive all accrued, vested or earned but deferred compensation and benefits during his term of
employment. The information below sets forth the additional payments and/or benefits to our named executive officers under the specified circumstances.

Payments Made/Benefits Received Upon Termination

With Cause



Without Cause



43

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Table of Contents



Payments Made/Benefits Received Upon Resignation

In the event of the resignation of a named executive officer,



Payments Made/Benefits Received Upon Retirement

In the event of the retirement of a named executive officer,



Payments Made/Benefits Received Upon Death or Disability

In the event of death or disability of a named executive officer while employed,



Payments Made/Benefits Received Upon Change of Control



We currently have management continuity agreements for three of our executive officers. On October 26, 2006, our Company amended and restated
management continuity agreements with Messrs. E. Coppola and O'Hern which as noted above will terminate in December 2015. Our Company also entered into a management continuity agreement with
Mr. Leanse in connection with his hiring as our Senior Executive Vice President, Chief Legal Officer and Secretary, effective January 1, 2013.

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The management continuity agreements for Messrs. E. Coppola and O'Hern provide that if, within two years following a change of control, the
executive officer's employment is terminated (i) by us for no reason or any reason other than for cause or death or disability or (ii) by the executive officer for good reason, such
executive officer will be entitled to receive an amount equal to three times the sum of:



For
this purpose, the Bonus Amount shall also include:



In
addition, the executive will receive all accrued obligations, including a pro rata share of the Bonus Amount for the year in which the termination occurs.

Our
Company will also generally continue welfare benefits for the executive officer and his family at least equal to, and at the same after-tax cost to the executive officer and/or his family, as
those that would have been provided to them in accordance with the plans, programs, practices and policies as in effect immediately prior to the change of control, generally until up to the third
anniversary of the termination date (subject to earlier termination if the executive becomes eligible for health coverage under another employer's plans).

Upon
a change of control, any shares of restricted stock, stock units or service-based LTIP Units held by the executive that remain unvested shall immediately vest, any unvested stock options or SARs
held by the executive shall vest in full and be immediately exercisable and any outstanding performance-based LTIP Units shall vest as provided in the applicable award agreement. See "Discussion of
Summary Compensation and Grants of Plan-Based Awards TableLTIP Unit Awards." Any such stock options or SARs shall remain exercisable for a period at least until the first to occur of
(1) the expiration of the full term of the option or SAR and (2) one year after the date on which the change of control occurs.



45

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Table of Contents



In
addition, the management continuity agreements for Messrs. E. Coppola and O'Hern (each of which was entered into in 2006 and will terminate in December 2015 as noted above) provide that if
any payment by our Company to or for the benefit of the executive (whether pursuant to the terms of the management continuity agreement or otherwise) (a "Payment") would be subject to an excise tax
imposed under certain provisions of the Code or any interest or penalties with respect thereto, referred to as the "Excise Tax," then the executive shall be entitled to receive a gross-up payment in
an amount so that the executive is in the same after-tax position as if there were no Excise Tax. The executive will not receive this gross-up payment if the parachute value of all such Payments does
not exceed 110% of an amount equal to 2.99 times the executive's "base amount" referred to as the "Safe Harbor Amount." In such event, the amounts payable under the management continuity agreement
shall be reduced so that the parachute value of all Payments to the executive, in the aggregate, equals the Safe Harbor Amount.

Under
the management continuity agreements, each executive has agreed to certain covenants, including confidentiality in perpetuity and non-solicitation of employees for two years after the
termination date.



Mr. Leanse's management continuity agreement provides that if, within two years following a change of control, his employment is terminated
(i) by us for no reason or any reason other than for cause or by reason of death or disability or (ii) by Mr. Leanse for good reason, he will generally be entitled to receive an
amount equal to three times the sum of:



In
addition, Mr. Leanse will receive all accrued obligations, including a pro rata share of his bonus amount for the year in which the termination occurs. Mr. Leanse's management
continuity agreement generally includes the other provisions described above with respect to Messrs. E. Coppola and O'Hern, except there is no Excise Tax gross-up payment. Instead, if any
Payment by our Company would subject Mr. Leanse to an Excise Tax, the Payments under his management continuity agreement shall be reduced if the selected accounting firm determines that he
would have a greater net after tax receipt of aggregate Payments if his Payments under his management continuity agreement were so reduced. To the extent Mr. Leanse is entitled to receive
severance payments under his management continuity agreement, he shall not be entitled to his severance payments under his employment agreement.

Termination/Change of Control Payments Table

The following table provides the potential payments and benefits to the named executive officers, upon termination of employment or a change of
control, assuming such event occurred on December 31, 2014. These numbers do not reflect the actual amounts that may be paid to such persons, which will only be known at the time that they
become eligible for payment and will only be payable if the specified event occurs.



The following items are not reflected in the table set forth below:



46

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Table of Contents





For purposes of the table below, our Company engaged PricewaterhouseCoopers LLP to estimate the Excise Tax gross-up payment to be paid by our
Company arising under Code Section 280G in connection with the management continuity agreements of Messrs. E. Coppola and O'Hern. Mr. Leanse's management continuity agreement does
not provide for an Excise Tax gross-up payment. Code Section 280G imposes tax penalties for compensation paid by our Company that is contingent upon a change of control and equal to or greater
than three times an executive's average annual taxable compensation over the most recent five-year period (such average being referred to as the "base amount"). If tax penalties apply, all such
payments above the base amount become subject to a 20% excise tax. Key assumptions of the analysis include:





47

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Table of Contents

Termination/Change of Control Payments

Cash
Severance
($)

Miscellaneous
Benefits
($)

Service-Based
Awards
($)

Life
Insurance
Proceeds
($)

280G Tax
Gross-Up
($)

Total
($)Arthur M. CoppolaTermination with cause

















Termination without cause








2,124,536
(2)







2,124,536Resignation

















Retirement

















Death








2,124,536
(3)

2,000,000





4,124,536Disability






(1)

2,124,536
(3)







2,124,536Change of control








2,124,536
(3)







2,124,536Change of control/Termination








2,124,536
(3)







2,124,536Edward C. CoppolaTermination with cause

















Termination without cause








708,151
(2)







708,151Resignation

















Retirement

















Death








708,151
(3)

1,600,000





2,308,151Disability






(1)

708,151
(3)







708,151Change of control








708,151
(3)







708,151Change of control/Termination


40,802,240


90,042
(4)

708,151
(3)




19,324,899


60,925,332Thomas E. O'HernTermination with cause

















Termination without cause








295,105
(2)







295,105Resignation

















Retirement

















Death








295,105
(3)

1,100,000





1,395,105Disability






(1)

295,105
(3)







295,105Change of control








295,105
(3)







295,105Change of control/Termination


19,523,939


87,583
(4)

295,105
(3)




11,714,312


31,620,939Thomas J. LeanseTermination with cause

















Termination without cause


2,500,000





295,105
(2)







2,795,105Resignation

















Retirement

















Death








415,116
(5)

1,000,000





1,415,116Disability






(1)

415,116
(5)







415,116Change of control








415,116
(5)







415,116Change of control/Termination


7,500,000


25,710
(4)

415,116
(5)







7,940,826Robert D. PerlmutterTermination with cause

















Termination without cause








236,050
(2)







236,050Resignation

















Retirement

















Death








236,050
(3)

1,000,000





1,236,050Disability






(1)

236,050
(3)







236,050Change of control








236,050
(3)







236,050Change of control/Termination








236,050
(3)







236,050


(1)Upon
disability, the executive officer will generally receive up to $25,000 monthly until his return to employment.(2)Amount
reflects the vesting of service-based LTIP Units. The executive officer's unvested service-based LTIP Units will continue to vest in accordance with
the vesting schedule upon a termination without cause or if the executive officer terminates his employment for good reason.(3)Amount
represents the vesting of service-based LTIP Units.(4)Amount
represents the estimated value of continuing welfare benefits for 36 months after December 31, 2014.(5)Amount
represents the vesting of service-based LTIP Units and stock options.


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Compensation Committee Interlocks and Insider Participation

Messrs. Abbey, Moore, Ross, and Soboroff and Mses. Laing and Stephen each served as a member of the Compensation Committee
during 2014. No member of the Compensation Committee is a past or present officer or employee of our Company or had any relationship with us requiring disclosure under SEC rules requiring disclosure
of certain transactions with related persons. In addition, none of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent
function) of any other entity, the executive officer of which served as a director or member of the Compensation Committee during 2014.

49

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Table of Contents

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related  Stockholder Matters

EQUITY COMPENSATION PLAN INFORMATION

Our Company currently maintains two equity compensation plans for the granting of equity awards to directors, officers and employees:
our 2003 Incentive Plan and our Director Phantom Stock Plan. Our Company also maintains our Employee Stock Purchase Plan ("ESPP"). Except as described in footnote 4 to the table, each of these plans
has been approved by our Company's stockholders.

The
following table sets forth, for each of our Company's equity compensation plans, the number of shares of Common Stock subject to outstanding awards, the weighted-average exercise price of
outstanding options, and the number of shares remaining available for future award grants as of December 31, 2014.

Plan category

Number of shares of
Common Stock to be
issued upon exercise
of outstanding
options, warrants
and rights

Weighted-average
exercise price of
outstanding options,
warrants and
rights(1)

Number of shares of Common
Stock remaining available for
future issuance under equity
compensation plans (excluding
shares reflected in the first
column)Equity compensation plans approved by stockholders


3,177,542
(2)
$
56.70


4,142,990
(3)Equity compensation plans not approved by stockholders(4)


37,053





212,947
(5)​
​
​
​
​
​
​
​
​
​
​Total


3,214,595

$
56.70


4,355,937​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


(1)These
weighted-average exercise prices do not reflect the shares that will be issued upon the payment of outstanding stock units, OP Units or LTIP Units.(2)Of
these shares, 10,068, 772,639, 144,374 and 9,189 were subject to options, SARs, stock units and restricted stock, respectively, then outstanding under
our 2003 Incentive Plan, 2,050,575 may be issued upon redemption of LTIP Units or OP Units under our 2003 Incentive Plan, and 190,697 were subject to stock units then credited under our Director
Phantom Stock Plan. This number of shares is presented before giving effect to the shares that will be purchased under our ESPP for the purchase period ending May 31, 2015.(3)Of
these shares, 3,602,672 were available for options, SARs, restricted stock, stock units, stock bonuses, performance-based awards, dividend equivalent
rights and OP Units or other units convertible into or exchangeable for Common Stock under our 2003 Incentive Plan and 540,318 were available for issuance under our ESPP.(4)In
February 2010, our Board of Directors approved an amendment to our Director Phantom Stock Plan to increase the number of shares of Common Stock that may
be issued pursuant to the plan. In accordance with applicable NYSE listing rules, this share increase was not required to be approved by our stockholders because the shares of Common Stock issued
under the plan are issued solely in payment of deferred compensation in accordance with the terms of the plan.(5)These
shares were available for the issuance of stock units under our Director Phantom Stock Plan. See "Compensation of Non-Employee Directors" on
pages 12-13 of this Amendment for a description of our Director Phantom Stock Plan.


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Table of Contents

Director Stock Ownership

The following table sets forth certain stock ownership information with respect to each of our directors based on information
furnished by each director. The following information is as of March 20, 2015.

Name

Director Class
(Term Expires)

Amount and Nature of
Beneficial Ownership
of Common Stock
and OP Units(1)

Percent of
Common
Stock(2)

Amount and Nature of
Beneficial Ownership
of OP Units(1)(3)

Percent of
Common
Stock(2)Douglas D. Abbey

Class I (2015)

6,636(4)(5)


*





*Dana K. Anderson

Class I (2015)

1,452,625(6)


*


1,334,214
(7)

*Arthur M. Coppola(8)

Class II (2016)

2,626,629(9)(10)


1.63
%

2,327,478
(11)

1.45
%Edward C. Coppola(8)

Class III (2017)

1,844,897(12)(13)


1.15
%

1,464,280
(14)

*Fred S. Hubbell

Class II (2016)

81,177(15)(16)


*





*Diana M. Laing

Class III (2017)

12,479(17)


*





*Stanley A. Moore

Class I (2015)

58,589(18)


*





*Mason G. Ross

Class II (2016)

8,317(19)


*





*Dr. William P. Sexton

Class I (2015)

2,642(20)


*





*Steven L. Soboroff

Class III (2017)

2,022(21)(22)


*





*Andrea M. Stephen

Class II (2016)

5,692(23)


*





*John M. Sullivan

Class III (2017)













*The
percentage of shares beneficially owned by this director does not exceed one percent of our outstanding shares of Common Stock.(1)Except
as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment
power over the shares of Common Stock and/or OP Units (as defined in Note 3 below) listed.(2)Assumes
that all OP Units and LTIP Units (as defined in Note 3) held by the person are redeemed for shares of Common Stock (assuming, in the case of
any LTIP Units, they have first been converted into OP Units) and that none of our OP Units or LTIP Units held by other persons are redeemed for or converted into shares of Common Stock.(3)Our
Company is the sole general partner of, and owns an aggregate of approximately 94% of the ownership interests referred to as "OP Units" in, our
Operating Partnership. Our Operating Partnership holds directly or indirectly substantially all of our interests in our regional shopping centers and our community/power shopping centers (the
"Centers"). Our Company conducts all of its business through our Operating Partnership, the property partnerships, corporations and limited liability companies that own title to our Centers and
various management companies. In connection with our formation as well as subsequent acquisitions of certain Centers, OP Units were issued to certain persons in connection with the transfer of their
interests in such Centers. The OP Units are redeemable at the election of the holder and our Company may redeem them for cash or shares of Common Stock on a one-for-one basis (subject to anti-dilution
provisions), at our election.
Our
Long-Term Incentive Plan or "LTIP" allows for the issuance of limited partnership units in the form of a class of units of our Operating Partnership referred to as "LTIP Units," as more fully
described on pages 38-39 of this Amendment. LTIP Units may be performance-based, service-based, or fully-vested. Upon the occurrence of specified events, any vested LTIP Units can over time
achieve full parity with the common OP Units of our Operating Partnership at which time LTIP Units are convertible, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis
into common OP Units.(4)Includes
2,000 shares of Common Stock held in a charitable remainder unitrust of which Mr. Abbey and his wife are trustees. Also includes 403 shares
of non-transferrable restricted stock granted to Mr. Abbey under our 2003 Incentive Plan that will vest after May 19, 2015.


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Table of Contents

(5)In
addition to the securities disclosed in the above table, Mr. Abbey has 1,888 vested stock units and 1,268 stock units that will vest after
May 19, 2015 under our 2003 Incentive Plan and 9,234 phantom stock units credited under the terms of our Eligible Directors' Deferred Compensation/Phantom Stock Plan referred to as our
"Director Phantom Stock Plan," the vesting and terms of which are described under "Compensation of Non-Employee Directors" below. Stock units, including the stock units issued under our Director
Phantom Stock Plan, are payable solely in shares of Common Stock, do not represent outstanding shares, do not have voting rights and are non-transferrable.(6)All
shares of Common Stock are held in trust by Mr. Anderson as trustee of the family trust for the benefit of Mr. Anderson and his wife.(7)All
OP Units are held in trust by Mr. Anderson as trustee of the family trust for the benefit of Mr. Anderson and his wife.(8)Arthur
Coppola and Edward Coppola are brothers.(9)Includes
488 shares held by Mr. A. Coppola as custodian for his minor child and 1,764,055 OP Units that are held by family limited liability
companies of which Mr. A. Coppola is the sole manager.(10)Includes
102,610 stock appreciation rights or "SARs" granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently
exercisable, 34,594 vested LTIP Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. SARs are payable solely in shares of
Common Stock, do not represent outstanding shares, do not have voting rights and are non-transferrable. Also includes 196,053 shares of Common Stock which are pledged as collateral for a line of
credit. Excluding his pledged shares, Mr. A. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 217 times his salary, which is
in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and
AnalysisExecutive SummarySpecific Compensation and Corporate Governance FeaturesAnti-Pledging Policy" on page 23 of this Amendment. In addition to the
securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.(11)Includes
1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager, 34,594 vested LTIP
Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table,
Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.(12)Includes
4,714 shares of Common Stock held for Mr. E. Coppola under our 401(k)/Profit Sharing Plan. Also includes 39,969 shares held by a family
limited partnership of which Mr. E. Coppola has sole beneficial ownership, 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership and 5,053 shares
held by Mr. E. Coppola as custodian for his children. All of the shares held by the family partnership are pledged as collateral for a line of credit.(13)Includes
72,907 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 27,675 vested LTIP Units,
24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. Also includes 257,748 shares of Common Stock which are pledged as collateral
for a line of credit. Excluding his pledged shares, Mr. E. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 173 times his
salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation
Discussion and AnalysisExecutive SummarySpecific Compensation and Corporate Governance FeaturesAnti-Pledging Policy" on page 23 of this Amendment. In
addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900 unvested performance-based LTIP Units.


52

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Table of Contents

(14)Includes
155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership, 27,675 vested LTIP Units, 24,812 vested
performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900
unvested performance-based LTIP Units.(15)Includes
970 shares held in trust by Mr. Hubbell as trustee and 10,511 shares held in trust for the benefit of Mr. Hubbell and his
descendants. Also includes 17,344 shares held by a foundation of which Mr. Hubbell and his wife are trustees.(16)Includes
403 shares of non-transferrable restricted stock granted to Mr. Hubbell under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Mr. Hubbell has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003
Incentive Plan and 58,341 phantom stock units credited under the terms of our Director Phantom Stock Plan.(17)Includes
403 shares of non-transferrable restricted stock granted to Ms. Laing under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Ms. Laing has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive
Plan and 26,335 phantom stock units credited under the terms of our Director Phantom Stock Plan.(18)Includes
403 shares of non-transferrable restricted stock granted to Mr. Moore under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Mr. Moore has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive
Plan and 60,197 phantom stock units credited under the terms of our Director Phantom Stock Plan.(19)Includes
403 shares of non-transferrable restricted stock granted to Mr. Ross under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Mr. Ross has 945 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive
Plan and 7,814 phantom stock units credited under the terms of our Director Phantom Stock Plan.(20)Includes
403 shares of non-transferrable restricted stock granted to Dr. Sexton under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Dr. Sexton has 1,888 vested stock units and 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive
Plan and 57,656 phantom stock units credited under the terms of our Director Phantom Stock Plan.(21)Includes
2,000 shares of Common Stock held in a family trust of which Mr. Soboroff is the trustee.(22)In
addition to the securities disclosed in the above table, Mr. Soboroff has 2,388 vested stock units and 1,268 stock units that will vest after
May 19, 2015 under our 2003 Incentive Plan.(23)Includes
570 shares of non-transferable restricted stock granted to Ms. Stephen under our 2003 Incentive Plan that will vest after May 19,
2015. In addition to the securities disclosed in the above table, Ms. Stephen has 1,268 stock units that will vest after May 19, 2015 under our 2003 Incentive Plan and 4,365 phantom
stock units credited under the terms of our Director Phantom Stock Plan.


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Table of Contents

Executive Officer Stock Ownership

The following table sets forth, as of March 20, 2015, the number of shares of our Common Stock and OP Units beneficially owned
by each of the executive officers named in the Summary Compensation Table on page 33 of this Amendment, whom we refer to as our "named executive officers."

Name

Amount and Nature
of Beneficial
Ownership of
Common Stock and
OP Units(1)

Percent of
Common
Stock(2)

Amount and
Nature of
Beneficial
Ownership of
OP Units(1)

Percent of
Common
Stock(2)Arthur M. Coppola


2,626,629(3)(4)


1.63
%

2,327,478(5)

1.45%Edward C. Coppola


1,844,897(6)(7)


1.15
%

1,464,280(8)

*Thomas E. O'Hern


231,885(9)


*


167,880(10)

*Thomas J. Leanse


108,499(11)


*


102,958(12)

*Robert D. Perlmutter


102,502(13)


*


100,112(13)

*


*The
percentage of shares beneficially owned by this executive officer does not exceed one percent of our outstanding shares of Common Stock.(1)Except
as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment
power over the shares of Common Stock and/or OP Units listed.(2)Assumes
that all OP Units and LTIP Units held by the person are redeemed for shares of Common Stock (assuming, in the case of any LTIP Units, they have
first been converted into OP Units) and that none of our OP Units or LTIP Units held by other persons are redeemed for or converted into shares of Common Stock.(3)Includes
488 shares held by Mr. A. Coppola as custodian for his minor child and 1,764,055 OP Units that are held by family limited liability
companies of which Mr. A. Coppola is the sole manager.(4)Includes
102,610 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 34,594 vested LTIP Units,
74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. Also includes 196,053 shares of Common Stock which are pledged as collateral
for a line of credit. Excluding his pledged shares, Mr. A. Coppola beneficially owns Macerich securities (including OP Units and certain LTIP Units) representing approximately 217 times his
salary, which is in excess of the number of shares of Common Stock he is required to own pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation
Discussion and AnalysisExecutive SummarySpecific Compensation and Corporate Governance FeaturesAnti-Pledging Policy" on page 23 of this Amendment. In
addition to the securities disclosed in the above table, Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.(5)Includes
1,764,055 OP Units that are held by family limited liability companies of which Mr. A. Coppola is the sole manager, 34,594 vested LTIP
Units, 74,437 vested performance-based LTIP Units and 52,446 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table,
Mr. A. Coppola has 101,702 unvested performance-based LTIP Units.(6)Includes
4,714 shares of Common Stock held for Mr. E. Coppola under our 401(k)/Profit Sharing Plan. Also includes 39,969 shares held by a family
limited partnership of which Mr. E. Coppola has sole beneficial ownership, 155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership and 5,053 shares
held by Mr. E. Coppola as custodian for his children. All of the shares held by the family partnership are pledged as collateral for a line of credit.(7)Includes
72,907 SARs granted under our 2003 Incentive Plan that vested on March 15, 2011 and are currently exercisable, 27,675 vested LTIP Units,
24,812 vested performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. Also includes 257,748 shares of Common Stock which are pledged as collateral
for a line of credit. Excluding his pledged shares, Mr. E. Coppola beneficially owns


54

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Table of Contents

Macerich
securities (including OP Units and certain LTIP Units) representing approximately 173 times his salary, which is in excess of the number of shares of Common Stock he is required to own
pursuant to our Stock Ownership Policies described on page 31 of this Amendment. See also "Compensation Discussion and AnalysisExecutive SummarySpecific Compensation
and Corporate Governance FeaturesAnti-Pledging Policy" on page 23 of this Amendment. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900
unvested performance-based LTIP Units. (8)Includes
155,952 OP Units held in a family trust where Mr. E. Coppola has shared beneficial ownership, 27,675 vested LTIP Units, 24,812 vested
performance-based LTIP Units and 17,481 service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. E. Coppola has 33,900
unvested performance-based LTIP Units.(9)Includes
4,063 shares of Common Stock held for Mr. O'Hern under our 401(k)/Profit Sharing Plan and 135,268 OP Units. Also includes 4,147 shares held
by Mr. O'Hern as custodian for his children, 1,378 shares Mr. O'Hern holds jointly with his son, 14,990 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284
service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. O'Hern has 14,124 unvested performance-based LTIP Units.(10)Includes
135,268 OP Units, 14,990 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after
May 19, 2015. In addition to the securities disclosed in the above table, Mr. O'Hern has 14,124 unvested performance-based LTIP Units.(11)Includes
71,499 OP Units. Also, includes 5,034 shares subject to options granted to Mr. Leanse under our 2003 Incentive Plan that are currently
exercisable or become exercisable on or before May 19, 2015, 13,837 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after
May 19, 2015. In addition to the securities disclosed in the above table, Mr. Leanse has 5,034 shares subject to options that become exercisable after May 19, 2015 and 14,124
unvested performance-based LTIP Units.(12)Includes
71,499 OP Units, 13,837 vested LTIP Units, 10,338 vested performance-based LTIP Units and 7,284 service-based LTIP Units that will vest after
May 19, 2015. In addition to the securities disclosed in the above table, Mr. Leanse has 14,124 unvested performance-based LTIP Units.(13)Includes
72,178 OP Units held in trust by Mr. Perlmutter as trustee, 13,837 vested LTIP Units, 8,270 vested performance-based LTIP Units and 5,827
service-based LTIP Units that will vest after May 19, 2015. In addition to the securities disclosed in the above table, Mr. Perlmutter has 11,300 unvested performance-based LTIP Units.


55

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PRINCIPAL STOCKHOLDERS

The following table sets forth information as of March 20, 2015 with respect to the only persons known by our Company to own
beneficially more than 5% of our outstanding shares of Common Stock, based solely upon Schedule 13G and Schedule 13D reports filed with the SEC, and the number of shares of Common Stock
and OP units beneficially owned by our directors and executive officers as a group. Each of the persons listed below, which has reported that it may be considered a beneficial owner of more than 5% of
our outstanding shares of Common Stock, has certified in a Schedule 13G filed with the SEC that, to the best of its knowledge and belief, the shares were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of our Company and were not acquired in connection with or as a participant in any
transaction having such purpose or effect. The number of shares of Common Stock and OP Units beneficially owned by each director is set forth in "Director Stock Ownership" and the number of shares of
Common Stock and OP Units beneficially owned by each named executive officer is set forth in "Executive Officer Stock Ownership."

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
ClassThe Vanguard Group, Inc.(1)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355


21,448,211


13.55
%Ontario Teachers' Pension Plan Board(2)
5650 Yonge Street, 3rd Floor
Toronto, Ontario M2M 4H5, Canada


17,168,527


10.85
%BlackRock, Inc.(3)
55 East 52nd Street
New York, New York 10022


13,211,177


8.35
%Cohen & Steers, Inc.(4)
280 Park Avenue, 10th Floor
New York, New York 10017


10,210,686


6.45
%All directors and executive officers as a group (17 persons)(5)


6,720,645


4.10
%


(1)The
Schedule 13G/A indicates that the reporting entity is a registered investment advisor and has sole voting power with respect to 458,876 shares,
shared voting power with respect to 118,033 shares, sole dispositive power with respect to 21,086,144 shares and shared dispositive power with respect to 362,067 shares. The Schedule 13G/A
indicates that Vanguard Fiduciary Trust Company is the beneficial owner of 191,629 shares as the result of serving as investment manager of collective trust accounts and Vanguard Investments
Australia, Ltd. is the beneficial owner of 437,685 shares as a result of serving as investment manager of Australian investment offerings, and each entity is a wholly-owned subsidiary of the
reporting entity. In addition, the number of shares reported as beneficially owned by The Vanguard Group, Inc. includes the 10,445,241 shares separately reported as beneficially owned by
Vanguard Specialized FundsVanguard REIT Index Fund on a Schedule 13G/A.(2)The
Schedule 13D indicates that the reporting entity is a pension plan and has sole voting power with respect to 27,682 shares, shared voting power
with respect to 17,140,845 shares, sole dispositive power with respect to 27,682 shares and shared dispositive power with respect to 17,140,845 shares. The Schedule 13D indicates that 1700480
Ontario Inc., a wholly-owned subsidiary of the reporting entity, is the beneficial owner of 17,140,845 shares. The address for 1700480 Ontario Inc. is 20 Queen Street West,
5th Floor, Toronto, Ontario M5H 3R4, Canada.(3)The
Schedule 13G/A indicates that the reporting entity is a parent holding company and has sole voting power with respect to 12,002,140 shares and
sole dispositive power with respect to 13,211,177 shares, reporting on behalf of the following subsidiaries: BlackRock Advisors, LLC, BlackRock Financial Management, Inc., BlackRock
Investment Management, LLC, BlackRock Investment Management (Australia) Limited,


56

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Table of Contents

BlackRock
(Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Ltd., BlackRock Life Limited, BlackRock Asset Management Canada Limited, BlackRock Asset
Management Deutschland AG, BlackRock Asset Management Ireland Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock International
Limited, BlackRock Institutional Trust Company, N.A., BlackRock Japan Co. Ltd. and BlackRock Investment Management (UK) Ltd. (4)The
Schedule 13G indicates that the reporting entity, Cohen & Steers, Inc., is a parent holding company and a registered investment
advisor filing on behalf of the following subsidiaries which are also registered investment advisors: Cohen & Steers Capital Management, Inc., which is reported as the beneficial owner
of 10,128,292 shares with sole voting power with respect to 4,855,525 shares and sole dispositive power with respect to 10,128,292 shares, and Cohen & Steers UK Ltd., which is reported
as the beneficial owner of 82,394 shares with sole voting power with respect to 41,168 shares and sole dispositive power with respect to 82,394 shares. Cohen & Steers, Inc. is reported
as having sole voting power with respect to 4,896,693 shares and sole dispositive power with respect to 10,210,686 shares. The address for Cohen & Steers, Inc. and Cohen & Steers
Capital Management, Inc. is 280 Park Avenue, 10th Floor, New York, New York 10017 and the address for Cohen & Steers UK Ltd. is 21 Sackville Street,
4th Floor, London, United Kingdom W1S 3DN.(5)Includes
options to purchase shares and SARs under our 2003 Incentive Plan which are currently exercisable or become exercisable before May 19, 2015,
restricted stock granted under our 2003 Incentive Plan and certain LTIP Units. In addition, 493,770 shares of Common Stock are pledged as collateral for certain lines of credit for two executive
officers. The aggregate pledged shares of these two executives represents 0.31% of our outstanding Common Stock as of March 20, 2015. See "Compensation Discussion and
AnalysisExecutive SummarySpecific Compensation and Corporate Governance FeaturesAnti-Pledging Policy" on page 23 of this Amendment. See also the Notes to
the tables on pages 51-53 and pages 54-55 of this Amendment.


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Item 13.Certain Relationships and Related Party Transactions, and Director Independence

Related Party Transaction Policies and Procedures

The Audit Committee administers our written Related Party Transaction Policies and Procedures. These policies are designed to assist with the proper
identification, review and disclosure of related party transactions and apply generally to any transaction, arrangement or relationship, or series of similar transactions, arrangements or
relationships, in which our Company or an affiliate is a participant, the amount involved exceeds $120,000 and a related party has a direct or indirect material interest. A related party generally
includes any person who is, or was in the last fiscal year, a director, director nominee, executive officer, stockholder of more than 5% of our Common Stock, an immediate family member of any of the
foregoing, or an entity in which one of the foregoing serves as an executive officer, general partner, principal or has a 10% or greater beneficial interest to the extent such information is provided
to our Company or is otherwise publicly available. Under the policies and procedures, transactions that fall within this definition will be reported to our Chief Legal Officer or Chief Financial
Officer and referred to the Audit Committee for approval, ratification or other action. In determining whether to approve or ratify a transaction, the Audit Committee will consider all of the relevant
facts and circumstances, including the related party's interest, the amount involved in the transaction, and whether the transaction has terms no less favorable than those generally available from an
unrelated third party. The Audit Committee will approve or ratify such transaction if it determines, in good faith, that under all of the circumstances the transaction is fair to our Company. In
addition, any related party transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature will be reviewed by the Audit Committee annually to ensure
that such transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and remains appropriate.

Certain Transactions

The following provides a description of certain relationships and related transactions between our executive officers or members of their immediate
families and our Company or our subsidiaries and affiliates. All of these relationships and related transactions were approved or ratified by the Audit Committee in accordance with our Related Party
Transaction Policies and Procedures.

Macerich
Management Company employs Mr. A. Coppola's son-in-law, Mr. Anderson's son and Mr. Brant's son as a Vice President of Development Leasing, a Vice President of Leasing and
a Leasing Manager, respectively. None of these individuals are considered an officer under Section 16 of the Exchange Act. The total compensation and benefits paid to each of Mr. A.
Coppola's son-in-law, Mr. Anderson's son and Mr. Brant's son for 2014 did not exceed $440,000.

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Director Independence



For
a director to be considered independent, our Board must determine that the director does not have any material relationship with our Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with our Company). Our Board has established Director Independence Standards to assist it in determining director independence. The Director
Independence Standards establish exclusionary standards that conform to the independence requirements of the rules of the NYSE and categorical standards that identify permissible immaterial
relationships between our directors and our Company. These Director Independence Standards are included in our Guidelines on Corporate Governance which are available at
www.macerich.com under "InvestingCorporate Governance." Our Board has determined that the following eight current non-employee directors do not have any
material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company) and each is an independent director under
our Director Independence Standards: Messrs. Abbey, Hubbell, Moore, Ross and Soboroff, Mses. Laing and Stephen and Dr. Sexton. Messrs. A. Coppola, Anderson, E. Coppola and
Sullivan are not independent directors under our Director Independence Standards.

Item 14.Principal Accountant Fees and Services

Principal Accountant Fees and Services

For the years ended December 31, 2014 and 2013, our Company was billed by KPMG LLP for services in the following categories:

Audit Fees.Fees for audit services totaled $3,617,000 in 2014 and $3,394,000 in 2013, including fees associated with the annual audit of our Company and its
subsidiaries and affiliates, audit of internal control over financial reporting, the performance of interim reviews of our quarterly unaudited financial information and review of our registration
statement and offering documents. For 2014, fees for audit services included $325,000 of fees related to the acquisition of interests in five of our top super regional centers held by Ontario
Teachers' Pension Plan Board.

Audit-Related Fees.No fees for audit-related services were paid to KPMG LLP in 2014 or 2013.

Tax Fees.No fees for tax services were paid to KPMG LLP in 2014 or 2013.

All Other Fees.There were no fees paid for any other services not described above in 2014 or 2013.

Our
Company has been advised by KPMG LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in our Company or its subsidiaries.

Audit Committee Pre-Approval Policy

Consistent with the SEC rules regarding independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the
work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit
services provided by our independent registered public accounting firm. The Audit Committee approves a list of services and related fees expected to be rendered during any fiscal-year period within
each of four categories of service:



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The
Audit Committee pre-approves our independent registered public accounting firm's services within each category. In 2014, the Audit Committee pre-approved the retention of KPMG LLP to
perform various audit and audit-related services for our Company as described above. For each proposed service, our independent registered public accounting firm is generally required to provide
documentation at the time of approval to permit the Audit Committee to make a determination whether the provision of such services would impair our independent registered public accounting firm's
independence. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout
the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not
contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval
decisions to the Audit Committee at its next scheduled meeting.

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PART IV

Item 15.Exhibits, Financial Statement Schedules



The
exhibits listed on the Exhibit Index of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.

THE MACERICH COMPANYBy:

THOMAS E. O'HERNApril 30, 2015

/s/ THOMAS E. O'HERN Senior Executive Vice President,
Chief Financial Officer and Treasurer


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EXHIBIT INDEX

The following exhibits are included in this Amendment (and are numbered in accordance with Item 601 of Regulations S-K). Pursuant to
Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

Exhibit
Number

Description31.3*

Section 302 Certification of Arthur M. Coppola, Chief Executive Officer.31.4*

Section 302 Certification of Thomas E. O'Hern, Chief Financial Officer.99.1*

Funds From Operations and Adjusted Funds From Operations99.2*

Peer REITs


*Filed
herewith.


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