|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
stockholders the opportunity to express their views on the merger-related compensation of the Companys named executive officers.
Accordingly, the Company is asking Company stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:
RESOLVED, that the compensation that will or may be paid or become payable to the Companys named executive officers, in connection with the merger and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in Proposal 2Non-Binding, Advisory Vote on Merger-Related Compensation for the Companys Named Executive Officers are hereby APPROVED.
The vote on the proposal to approve the merger-related compensation payable to our named executive officers is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Merger-Related Executive Compensation Proposal and vice versa. If the merger is completed, the merger-related compensation may be paid to the Companys named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if the holders of common stock fail to approve the proposal to approve the Merger-Related Executive Compensation Proposal. Approval of this proposal is not a condition to the closing.
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE MERGER-RELATED EXECUTIVE COMPENSATION PROPOSAL.