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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

Required Vote

Approval of the Merger Proposal requires the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock as of the close of business on the record date. Approval of the Merger-Related Executive Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal. If you authorize a proxy, your shares of common stock will be voted at the special meeting as you indicate on your proxy. If you return the signed proxy card with no direction on any of the proposals, we will vote your proxy “FOR” the Merger Proposal, “FOR” the Merger-Related Executive Compensation Proposal and “FOR” the Adjournment Proposal.

Abstentions and the failure by stockholders to (i) attend the special meeting and vote or (ii) authorize a proxy to vote their shares at the special meeting will have the same effect as a vote against the Merger Proposal, but will have no effect on the Merger-Related Executive Compensation Proposal or the Adjournment Proposal, assuming a quorum is present. Brokers, banks or other nominees holding shares of common stock in “street name” may not vote such shares of common stock on any of the proposals absent instruction from you. Unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions will result in your shares not being present at the special meeting and not being voted on those proposals, with the same result as a vote against the Merger Proposal and with no effect on the Merger-Related Executive Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.

How to Vote in Person or Authorize a Proxy

If you hold your shares of common stock in your own name as a holder of record with our transfer agent, EQ Shareowner Services, you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:

 

   

submit a proxy by mail: sign, date and mail in the enclosed proxy card using the accompanying envelope;

 

   

submit a proxy by telephone: submit a proxy by calling 1-800-690-6903 and following the instructions provided; or

 

   

submit a proxy via the internet: connect to the website at www.proxyvote.com and follow the instructions provided.

Detailed instructions for using the telephone and internet options for voting by proxy are set forth on the proxy card accompanying this proxy statement. Because the internet and telephone services authenticate stockholders by use of a control number, you must have the proxy card available in order to use these services to authorize a proxy to vote. Proxies submitted by telephone or internet must be received by 11:59 p.m., Eastern Time, on [●], 2018. If you choose to authorize a proxy to vote by telephone or internet, you do not need to return the proxy card.

If you elect to vote by proxy, the proxy holders will vote your shares based on your directions.

Proxies and Revocation

You may revoke your proxy prior to the close of voting at the special meeting 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;

 

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