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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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deliver a written revocation to our Corporate Secretary, 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), at 127 Public Square, Suite 3100, Cleveland, Ohio 44114; or

 

   

vote in person at the special meeting.

You cannot revoke a proxy merely by attending the special meeting. To revoke a proxy, you must take one of the actions described above.

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.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our directors, officers and other employees without additional compensation for such activities. We have engaged MacKenzie Partners to assist in the solicitation of proxies for a fee of $25,000, plus reimbursement of reasonable expenses. We will also request persons, firms and corporations holding shares of common stock in their names or in the names of their nominees that are beneficially owned by others to send or cause to be sent proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses in doing so.

Postponements

At any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our stockholders to a date not more than 120 days after the record date (subject to certain restrictions in the merger agreement) without changing the record date for the special meeting. However, pursuant to the merger agreement, we will first consult with Parent and will not postpone the special meeting more than 10 business days in the aggregate to solicit additional proxies without Parent’s prior written consent.

Adjournments

Although it is not currently expected, subject to approval of the Adjournment Proposal, the special meeting may be adjourned for the purpose of soliciting additional proxies if we believe it is reasonably likely that the Merger Proposal will not be approved at the special meeting when convened, or when reconvened following any adjournment. If a quorum is present, any adjournments may be made to a date not more than 120 days after the record date without notice other than by an announcement at the special meeting. The chairman of the special meeting also has the power to adjourn the special meeting without any action by the stockholders. However, pursuant to the merger agreement, we will first consult with Parent and will not adjourn the special meeting more than 10 business days in the aggregate to solicit additional proxies without Parent’s prior written consent.

 

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