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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Proposal 3—Proposal to Approve Adjournments of the Special Meeting

We are asking the holders of shares of common stock to vote on a proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the Merger Proposal.

If the number of shares of common stock voting in favor of the Merger Proposal is insufficient to approve the Merger Proposal at the time of the special meeting, then we may move to adjourn the special meeting in order to solicit additional proxies in favor of the Merger Proposal. If our stockholders approve the Adjournment Proposal, we may adjourn the special meeting one or more times and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies or authorized a proxy by using the internet or telephone. Among other things, approval of the Adjournment Proposal could mean that, even if we have received proxies representing a sufficient number of votes against the approval of the Merger Proposal such that the Merger Proposal would be defeated, we may adjourn the special meeting without a vote on the Merger Proposal and seek to obtain sufficient votes in favor of the Merger Proposal to obtain approval of the Merger Proposal. Pursuant to Maryland law and our Bylaws, the chairman of the special meeting may also adjourn the special meeting to a date no more than 120 days after the record date without notice other than by announcement at the special meeting, and may do so without a vote of the stockholders. However, pursuant to the merger agreement, we will not delay convening, postpone or adjourn the special meeting more than 10 business days in the aggregate to solicit additional proxies without Parent’s prior written consent.

Vote Required and Recommendation

Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present. Abstentions and “broker non-votes” are not considered votes cast and therefore will have no effect on the outcome of this proposal, assuming a quorum is present. Approval of this proposal is not a condition to the closing.