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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

Proposal 2—Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each “named executive officer” of the Company that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding, advisory vote of the Company’s stockholders, as described below in this section.

As described above, in accordance with the merger agreement, equity and long-term incentive cash awards will generally vest on a full or prorated basis and be cashed out upon the consummation of the merger. For details on the treatment of outstanding Company awards, see the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger—Treatment of Outstanding Equity-Based Awards and Long-Term Incentive Cash Awards” beginning on page 85. Messrs. LaRue and O’Brien each is a party to an employment agreement that provides for severance benefits in the event of a qualifying termination, Messrs. Bishop and Brian Ratner each is a party to a change of control agreement that provides for severance benefits in the event of a qualifying termination of such individual’s employment in connection with the merger, and Mr. Ronald Ratner (whose employment with the Company terminated effective September 15, 2018, as previously disclosed) participates in the Company’s severance plan that provides for severance benefits in the event of a qualifying termination, each as described in more detail in the sections entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger—Employment Agreements,—Change of Control Agreements and—Plans Applicable to Mr. Ronald Ratner” beginning on page 89.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive, assuming (1) that the effective time will occur on December 10, 2018 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (2) that each of the Company’s named executive officers other than Mr. Ronald Ratner will experience a qualifying termination at such time, (3) that Mr. Ronald Ratner experienced a qualifying termination on September 15, 2018, (4) equity award holdings as of July 31, 2018 and (5) base salary rate and annual target bonus as of the date hereof. The amounts below are determined using the per share merger consideration (assuming no dividends or distributions), and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this discussion, “single-trigger” refers to benefits that arise as a result of the closing and “double-trigger” refers to benefits that require two conditions, which are the closing and a qualifying termination of employment or specified date following the effective time, as applicable.

Golden Parachute Compensation

 

Name

   Cash ($)(1)      Equity ($)(2)      Perquisites/
Benefits ($)(3)
     Other ($)(4)      Total ($)(5)  

David J. LaRue

   $ 6,905,246.50      $ 5,711,076.15      $ 64,350.32      $ —        $ 12,680,672.97  

Robert G. O’Brien

   $ 4,044,745.47      $ 2,385,815.25      $ 65,165.16      $ —        $ 6,495,725.88  

Duane F. Bishop

   $ 3,346,576.00      $ 4,557,473.70      $ 16,697.34      $ 25,000.00      $ 7,945,747.04  

Brian J. Ratner

   $ 2,358,485.46      $ 977,698.80      $ 8,099.61      $ 25,000.00      $ 3,369,283.87  

Ronald A. Ratner

   $ 1,965,000.00      $ 1,602,601.65      $ 16,697.34      $ —        $ 3,584,298.99  

 

(1)

The cash payments payable to each of Messrs. LaRue, O’Brien, Bishop and Brian Ratner consist of: (a) a severance payment equal to two times the sum of the named executive officer’s (i) annual base salary and (ii) average annual bonus paid for the last three fiscal years prior to the closing, with such amount payable in

 

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