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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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THE SPECIAL MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board to be exercised at the special meeting in connection with the merger. This proxy statement provides our stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Purpose of the Special Meeting

This proxy statement is being provided to you in connection with the solicitation of proxies by our Board to be exercised at the special meeting, which 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. At the special meeting, Forest City stockholders will be asked to consider and vote upon:

 

   

the Merger Proposal;

 

   

the Merger-Related Executive Compensation Proposal; and

 

   

the Adjournment Proposal.

Pursuant to Maryland law and our Bylaws, only the business specifically designated in the notice of the special meeting may be transacted at the special meeting. The affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of common stock as of the close of business on the record date is required to approve the Merger Proposal. Approval of the Merger-Related Executive Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date, Quorum and Broker Non-Votes

The record date for the special meeting is October 11, 2018. Record holders of common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. 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. Stockholders will have one vote for the Merger Proposal, one vote for the Merger-Related Executive Compensation Proposal and one vote for the Adjournment Proposal for each share of common stock they owned as of the close of business on the record date.

Under our Bylaws, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast on any matter at the special meeting constitutes a quorum.

In accordance with the rules of the 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.

If a quorum is not established at the special meeting or additional votes must be solicited to approve the Merger Proposal, the chairman of the special meeting may adjourn the special meeting from time to time to a later date not more than 120 days after the record date without notice other than by announcement at the special meeting to solicit additional proxies. However, pursuant to the merger agreement, we will not delay convening, postpone or adjourn the special meeting more than 10 business days in the aggregate to solicit additional proxies without Parent’s prior written consent. Pursuant to our Bylaws, the chairman of the special meeting has the power to adjourn the special meeting without any action by the stockholders.

 

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