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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

Will I receive any regular quarterly dividends with respect to the common stock that I own?

We do not anticipate paying a quarterly dividend prior to the completion of the merger. However, if we do pay a quarterly dividend prior to the completion of the merger (other than any dividends declared and publicly announced on or prior to May 15, 2018), the authorization, declaration and payment of any such dividend will reduce the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger by the per share amount of such dividend.

Do any of Forest City’s directors and executive officers have any interest in the merger that is different from mine?

Yes. In considering the recommendation of our Board with respect to the Merger Proposal, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests include, among others, potential severance benefits and other payments, consideration that our directors and executive officers would receive with respect to their outstanding stock options, restricted shares, performance shares and long-term incentive cash awards in connection with the merger. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in recommending that the Merger Proposal be approved by our stockholders. For more 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 [●].

If my shares of common stock are held in “street name” by my broker, will my broker vote my shares for me?

If your shares are held in “street name” (that is, through a broker, bank or other nominee), you will receive a voting instruction card or other information from your broker, bank or other nominee seeking instructions from you as to how your shares should be voted, and, to vote your shares, you must provide your broker, bank or other nominee with instructions on how to vote them. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to the Company or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees that hold shares of common stock on your behalf may not give a proxy to vote those shares without specific voting instructions from you.

What will happen if I fail to instruct my broker, bank or other nominee how to vote?

If you fail to instruct your broker, bank or other nominee to vote your shares of common stock, your broker may not vote your shares on the Merger Proposal, the Merger-Related Executive Compensation Proposal or the Adjournment Proposal. This will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Merger-Related Executive Compensation Proposal or the Adjournment Proposal, assuming a quorum is present. If a quorum is present, the holders of a majority of the shares of common stock present in person or by proxy at the special meeting and entitled to vote on the Adjournment Proposal may adjourn the special meeting if there are insufficient votes at the special meeting to approve the Merger Proposal. Regardless of whether a quorum is present, the chairman of the special meeting has the power to adjourn the special meeting without any action by the stockholders.

What will happen if I fail to vote or I abstain from voting?

If you fail to vote or abstain from voting, it will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Merger-Related Executive Compensation Proposal or the Adjournment Proposal,

 

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