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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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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 if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares of common stock will be voted in accordance with the recommendation of our Board with respect to such proposal.

Can I change my vote after I have returned a proxy or voting instruction card?

Yes. In the event you deliver a duly executed proxy and subsequently change your mind on a matter, you may revoke your proxy prior to the close of voting at the special meeting. You may revoke your proxy or change your vote in any of the following five ways:

 

   

connect to the website at www.proxyvote.com and follow the instructions provided by 11:59 p.m., Eastern Time, on [●], 2018;

 

   

call 1-800-690-6903 and follow the instructions provided by 11:59 p.m., Eastern Time, on [●], 2018;

 

   

deliver a duly executed proxy bearing a later date by 11:59 p.m., Eastern Time, on [●], 2018;

 

   

deliver a written revocation to our Corporate Secretary at 127 Public Square, Suite 3100, Cleveland, Ohio 44114 by 11:59 p.m., Eastern Time, on [●], 2018; or

 

   

vote in person at the special meeting.

You cannot revoke a proxy merely by attending the special meeting. To revoke a proxy, you must take one of the actions described above.

Are Forest City stockholders entitled to dissenters’ rights or rights of objecting stockholders in connection with the merger?

No. You are not entitled to dissenting stockholders’ appraisal rights, rights of objecting stockholders or other similar rights in connection with the merger or any of the transactions contemplated by the merger agreement under our charter and because shares of our common stock are listed on the NYSE. For more information, see the section entitled “No Dissenters’ Rights or Rights of Objecting Stockholders” beginning on page [●].

What do I need to do now?

You should read and consider the information contained in and incorporated by reference into this proxy statement carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the internet as soon as possible so that your shares of common stock will be voted in accordance with your instructions.

If you hold your shares in book entry form and continue to do so through the date of the completion of the merger, you will not need to take any action to receive the per share merger consideration in connection with the closing.

If your shares are represented by stock certificates and continue to be so represented through the date of the completion of the merger, promptly after the closing, the paying agent (the “Paying Agent”) will mail to each

 

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