Forest City is committed to acting in the best interests of the Company and its shareholders and values feedback from all shareholders. Following discussions with and input from the Company's largest shareholders, the Board and management team took significant steps to enhance the Company's corporate governance by entering into agreements to declassify its common equity, appoint two new independent directors and adopt a majority voting standard for the election of directors.
Following Forest City's press release announcing these corporate governance changes on
After their submission, Company management met with Land & Buildings to discuss their proposed candidates and Land & Buildings indicated that although their candidates were qualified, that there were a number of other industry executives they believed to be better candidates than their own nominees. Land & Buildings provided a list of 11 additional potential board candidates. Consistent with our fiduciary duties and as communicated in our numerous conversations with the firm's Founder and CIO,
We are surprised that after working with our shareholders and announcing our governance enhancements, which were well received by shareholders, and prior to learning who Forest City's new independent director nominees will be, Land & Buildings would choose this counterproductive path. Forest City has articulated and is executing on a strategic plan to build a strong sustainable capital structure, focus on core markets and products, and achieve operational excellence. Moving forward, Forest City will continue to make decisions and take actions that are in the best interests of the Company's shareholders. The Company looks forward to continuing its open, constructive dialogue with shareholders as it executes its strategic plan to create shareholder value.
As previously announced on
The Company also announced the retirement of
About Forest City
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future actions and expected future business and financial performance. Forward-looking statements may be identified by the use of words, such as "potential", "expect", "intend", "plan", "may", "subject to", "continues", "if" and similar words and phrases. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and assumptions that are difficult to predict. All statements regarding the reclassification and expected associated costs and benefits, the likelihood of satisfaction of certain conditions to the completion of the reclassification, whether and when the reclassification will be completed and expected future financial performance are forward looking. Discussions of strategies, plans or intentions often contain forward-looking statements. Actual results, developments and business decisions may differ materially from those expressed or implied by such forward-looking statements. Important factors, among others, that could cause the Company's actual results and future actions to differ materially from those described in forward-looking statements include, but are not limited to: failure to receive the requisite approval of its shareholders necessary to achieve the previously announced reclassification transaction, any other delays with respect to, or the failure to complete, the reclassification, the ability to carry out future transactions and strategic investments, as well as the acquisition related costs, and unanticipated difficulties realizing expected benefits anticipated when entering into a transaction. These risks and uncertainties, as well as others, are discussed in more detail in our documents filed with the
Important Additional Information
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Company's 2017 Annual Meeting, the Company intends to file with the
Participants In The Solicitation
The directors and executive officers of the Company and other persons may be deemed to be participants in the solicitation of proxies from shareholders in respect of the matters to be considered at the Company's 2017 Annual Meeting, including the reclassification transaction. Information regarding the Company's directors and executive officers is available in the Company's most recent proxy statement, dated
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/forest-city-issues-statement-300399411.html
Mike Lonsway, Senior Vice President - Planning, 216-416-3325; Jeff Linton, Senior Vice President - Corporate Communication, 216-416-3558