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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Table of Contents

Interests of Our Directors and Executive Officers in the Merger (page [])

In considering the recommendation of our Board that you vote to approve the Merger Proposal, you should be aware that the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Company stockholders generally. These interests include, among others, potential severance benefits and other payments, the treatment of outstanding equity-based and long-term cash awards pursuant to the merger agreement, and rights to ongoing indemnification and insurance coverage. Members of our Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Company stockholders that the Merger Proposal be approved. For additional information regarding these interests, see the sections entitled “Proposal 2—Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page [●] and “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page [●].

Treatment of Equity-Based Awards and Long-Term Incentive Cash Awards (page [])

 

   

Stock Options. Effective as of five business days prior to, and conditional upon the occurrence of, the effective time of the merger (the “effective time”), each holder of an outstanding incentive stock option under the Company’s 1994 Stock Plan (the “Stock Plan”), whether vested or unvested, will be entitled to exercise such incentive stock option in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the Stock Plan and applicable related award agreement. At the effective time, each outstanding option to purchase shares of common stock under the Stock Plan that is not exercised as described above, whether vested or unvested, will automatically be cancelled and will entitle the holder of such option to receive (without interest) an amount in cash equal to the product of the number of shares subject to such option immediately prior to the effective time multiplied by the excess, if any, of the per share merger consideration over the exercise price per share of such option, less any applicable taxes. Each option with an exercise price per share that is greater than or equal to the per share merger consideration will be cancelled at the effective time for no consideration.

 

   

Restricted Shares. At the effective time, any vesting conditions applicable to each outstanding restricted stock award under the Stock Plan (each, a “restricted share”) will automatically accelerate in full and be cancelled, and will entitle the holder of such restricted share to receive (without interest and less any applicable taxes) an amount in cash equal to the number of restricted shares multiplied by the per share merger consideration.

 

   

Performance Shares. At the effective time, each outstanding performance-based stock award under the Stock Plan (each, a “performance share”), whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested performance share will entitle the holder thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the total number of shares subject to such performance share based on the higher of target performance and the actual level of performance through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board, multiplied by the per share merger consideration. The performance shares will vest on a prorated basis as follows: one-third of performance shares granted in 2018 will vest, two-thirds of performance shares granted in 2017 will vest and 100% of performance shares granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration.

 

   

Long-Term Incentive Cash Awards. At the effective time, each outstanding performance-based cash award under the Company’s long-term incentive plans (each, a “long-term incentive cash award”), whether vested or unvested, will automatically vest on a prorated basis (as described in the following sentence) and be cancelled, and each such vested long-term incentive cash award will entitle the holder



 

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