|FOREST CITY REALTY TRUST, INC. filed this Form 8-K on 11/15/2018|
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 15, 2018, Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement that it filed with the U.S. Securities and Exchange Commission on October 12, 2018.
As of the close of business on October 11, 2018, the record date for the Special Meeting, 271,152,840 shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”), were issued and outstanding and entitled to vote at the Special Meeting. 218,123,369 shares of Common Stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. Proposals 1 and 2 below were approved and, although sufficient votes were received to approve Proposal 3, an adjournment of the Special Meeting was not necessary due to the approval of Proposal 1. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal, is set out below:
Proposal 1: Proposal to approve the merger of Antlia Merger Sub Inc. (“Merger Sub”) with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a subsidiary of Antlia Holdings LLC (“Parent”), an entity affiliated with a Brookfield Asset Management Inc. real estate investment fund, pursuant to the definitive Agreement and Plan of Merger, dated as of July 30, 2018 (the “Merger Agreement”), among the Company, Parent and Merger Sub, and the other transactions contemplated by the Merger Agreement. Proposal 1 was approved by the following vote of shares of Common Stock:
Proposal 2: Proposal to approve, by a non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger. Proposal 2 was approved by the following vote of shares of Common Stock:
Proposal 3: Proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve Proposal 1. Proposal 3 was approved by the following vote of shares of Common Stock: