|FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018|
PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETIONDATED SEPTEMBER 21, 2018
FOREST CITY REALTY TRUST, INC.
127 Public Square, Suite 3100
Cleveland, Ohio 44114
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2018
To our Stockholders:
Forest City Realty Trust, Inc., a Maryland corporation (Forest City or we), will hold a special meeting of stockholders (the special meeting) on [●], 2018, at [●] Eastern Time, at [the 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square,] Cleveland, Ohio 44114. At the special meeting, Forest City stockholders will be asked to consider and vote upon:
The foregoing items of business are more fully described in the enclosed proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to Maryland law and our Amended and Restated Bylaws, only the business specifically designated in this notice may be transacted at the special meeting.
After careful consideration, the Board of Directors of Forest City (our Board), by a vote of seven to five, has declared that the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Forest City and our stockholders. Our Board recommends that you vote FOR the Merger Proposal, FOR the Merger-Related Executive Compensation Proposal and FOR the Adjournment Proposal.
Record holders of Forest City Class A common stock, par value $0.01 per share (common stock), at the close of business on [●], 2018 (the record date) are entitled to receive notice of and to vote at the special meeting or any postponement or adjournment thereof if such special meeting, as postponed or adjourned, occurs within 120 days of the record date. If you hold your common stock in the name of a broker, bank or other nominee, only that entity can vote your shares. Please give instructions as to how you wish your shares to be voted to the person responsible for your account.
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