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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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  to such performance share based on the higher of target performance and the actual level of performance through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board, multiplied by the per share merger consideration (assuming no dividends or distributions). The performance shares will vest on a prorated basis as follows: one-third of performance shares granted in 2018 will vest, two-thirds of performance shares granted in 2017 will vest and 100% of performance shares granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration. All performance shares granted in 2016 are presented here assuming target performance, and all performance shares granted in 2017 and 2018 are presented here based on an estimate of actual performance, which for each is maximum performance representing 200% of target.

For Mr. Ronald Ratner, represents the value of unvested restricted shares and performance shares held as of July 31, 2018 (assuming a stock price equal to the per share merger consideration). In accordance with the retirement treatment applicable to such awards, in connection with his termination of employment (a) his unvested restricted shares will vest in full and (b) a pro rata portion of his unvested performance shares granted in 2016 and 2017 will vest based on the actual level of performance (which for purposes of this disclosure is estimated (i) for performance shares granted in 2016, based on target performance and (ii) for performance shares granted in 2017, based on maximum performance representing 200% of target) prorated for the portion of the performance period prior to termination of employment. His unvested performance shares granted in 2018 were forfeited without consideration. Mr. Ronald Ratner did not hold any outstanding unvested stock options at the time of his qualifying termination.

 

Name

   Restricted
Shares ($)
     Performance
Shares ($)
     Total ($)  

David J. LaRue

   $ 1,919,654.10      $ 3,791,422.05      $ 5,711,076.15  

Robert G. O’Brien

   $ 799,792.50      $ 1,586,022.75      $ 2,385,815.25  

Duane F. Bishop

   $ 3,213,467.40      $ 1,344,006.30      $ 4,557,473.70  

Brian J. Ratner

   $ 421,063.50      $ 556,635.30      $ 977,698.80  

Ronald A. Ratner

   $ 678,467.40      $ 924,134.25      $ 1,602,601.65  

 

(3)

For Messrs. LaRue and O’Brien, reflects an amount equal to two times the sum of the executive’s (i) 12 monthly long-term care premiums, based on the level of coverage immediately prior to the qualifying termination, and (ii) annual health care subsidy payment in effect immediately prior to the qualifying termination with such amount payable in lump sum after the qualifying termination. For Messrs. Bishop, Brian Ratner and Ronald Ratner, represents the cost of continued medical, dental and vision insurance benefits for 18 months after termination, with the Company subsidizing 65% of the applicable premiums for continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). For Messrs. LaRue, O’Brien, Bishop and Brian Ratner, such benefits are “double-trigger,” although for Messrs. LaRue and O’Brien, such benefits are identical to those applicable on any qualifying termination regardless of the occurrence of the change in control. For Mr. Ronald Ratner, such benefits are payable in connection with a qualifying termination regardless of the occurrence of the change in control.

(4)

For Messrs. Bishop and Brian Ratner, reflects the cost of outplacement services for a period of up to one year after the qualifying termination in an amount not to exceed $25,000. Such amounts are “double-trigger.”

Vote Required and Recommendation

Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present. Abstentions and “broker non-votes” are not considered votes cast and therefore will have no effect on the outcome of this proposal, assuming a quorum is present.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, the Company is seeking a non-binding, advisory stockholder approval of the compensation of the Company’s named executive officers that is based on or otherwise relates to the merger as disclosed above in this section. The proposal gives the Company’s

 

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