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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

How do I vote or authorize a proxy to vote my shares?

If you are a stockholder of record at the close of business on the record date, you may vote in person at the special meeting or authorize a proxy to vote your shares using one of the following methods:

 

   

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 November 14, 2018 (or, if you hold your shares in the 401(k) Plan, by 11:59 p.m. Eastern Time on November 12, 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.

If you hold your shares of common stock in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will not vote your shares unless you provide instructions on how to vote. You must obtain a voting instruction card from the broker, bank or other nominee that is the record holder of your shares and provide the record holder of your shares with instructions on how to vote your shares, in accordance with the voting instructions provided by your broker, bank or other nominee. If your shares are held in “street name,” please refer to the voting instruction card used by your broker, bank or other nominee, or contact them directly, to see if you may submit voting instructions using the internet or telephone. You may not vote your shares of common stock held in “street name” by returning a proxy card directly to us or by voting in person at the special meeting unless you provide a “legal proxy,” executed in your favor, which you must obtain from your broker, bank or other nominee. Obtaining a legal proxy may take several days.

How many votes do I have?

You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date. As of the close of business on the record date, there were 271,152,840 outstanding shares of common stock, 5.25% of which were beneficially owned by our directors and executive officers.

What vote is required to approve each proposal?

The Merger Proposal requires the affirmative vote of a majority of the votes entitled to be cast by the holders of outstanding shares of common stock. Because the required vote for this proposal is based on the number of votes entitled to be cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting against the Merger Proposal.

The Merger-Related Executive Compensation Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of common stock on such proposal. Because the required vote for these proposals is based on the number of votes cast rather than on the number of votes entitled to be cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on these two proposals, assuming a quorum is present. The vote on the Merger-Related Executive Compensation Proposal is only advisory in nature and will not be binding on the Company or the surviving corporation in the merger.

 

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