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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

If your shares of common stock are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted at the special meeting.

The Special Meeting (page 28)

Date, Time and Purpose of the Special Meeting

The special meeting will be held on November 15, 2018 at 9:30 a.m. Eastern Time, at the 39th Floor, Lakeview Room, located in the offices of Thompson Hine LLP, Key Tower, 127 Public Square, Cleveland, Ohio 44114, unless postponed or adjourned to a later date. At the special meeting, our stockholders, including you, will be asked to consider and vote upon the following three separate proposals:

 

   

first, holders of shares of common stock will be asked to consider and vote on a proposal to approve the merger of Merger Sub with and into Forest City, with Forest City surviving the merger and becoming a subsidiary of Parent pursuant to the merger agreement, and the other transactions contemplated by the merger agreement (the “Merger Proposal”);

 

   

second, holders of shares of common stock will be asked to consider and, by a non-binding, advisory vote, vote on a proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the merger (the “Merger-Related Executive Compensation Proposal”); and

 

   

third, holders of shares of common stock will be asked to consider and vote on a proposal to approve one or more 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 (the “Adjournment Proposal”).

Pursuant to Maryland law and our Amended and Restated Bylaws (our “Bylaws”), only the business specifically designated in the notice of the special meeting may be transacted at the special meeting.

Record Date, Quorum and Broker Non-Votes

You are entitled to vote at the special meeting if you owned shares of common stock as of the close of business on October 11, 2018, the record date for the special meeting (the “record date”). At the close of business on the record date, there were approximately 271,152,840 shares of common stock outstanding and entitled to vote at the special meeting, held by approximately 918 holders of record. You will have one vote on each matter submitted to a vote at the special meeting for each share of common stock that you owned as of the close of business on the record date.

In order to transact business at the special meeting, we must have a quorum. Under our Bylaws, at the special meeting, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter constitutes a quorum. Abstentions will be counted for purposes of determining whether a quorum is present.

In accordance with the rules of the New York Stock Exchange (“NYSE”), banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the proposals at the special meeting. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares with respect to the proposals to be voted on at the special meeting, they may not vote such shares with respect to such proposals. Under such a circumstance, a “broker non-vote” would arise. Broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present at the special meeting.



 

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