Forest City Realty Trust, Inc. (NYSE:FCE.A) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Forest City Realty Trust, Inc. (NYSE:FCE.A) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Company’s Current Report on Form 8-K filed on March 27, 2018 (the “March 27 Current Report”), on March 22, 2018, Forest City Realty Trust, Inc. (the “Company”) entered into an agreement with Starboard Value LP and certain of its affiliates (the “Starboard Agreement”) and also entered into an agreement with Scopia Capital Management LP and certain of its affiliates (the “Scopia Agreement” and together with the Starboard Agreement, the “Agreements”).

to and in accordance with the Agreements, (i) each of Arthur Anton, Scott Cowen, Christine Detrick, Michael Esposito, Deborah Harmon, Craig Macnab, Brian Ratner, Ronald Ratner and Deborah Ratner Salzberg resigned from the Company’s board of directors (the “Board”) and each committee of the Board on which they serve as of April 16, 2018 and (ii) each of Michelle Felman, Jerome Lande, Adam S. Metz, Gavin T. Molinelli, Marran H. Ogilvie, Mark S. Ordan, William R. Roberts and Robert A. Schriesheim (collectively, the “New Directors”) were appointed to the Board as of April 16, 2018 to fill vacancies resulting from the aforementioned resignations. No resignation described in this Item 5.02 involved any disagreement with the Board, the Company or its management on any matter relating to the Company’s operations, policies or practices.

As previously disclosed in the March 27 Current Report, to the Starboard Agreement, the Company agreed that Starboard will have the right to recommend one director for appointment to the Board. On April 2, 2018, Starboard recommended Gavin Molinelli for appointment to the Board. As also previously disclosed in the March 27 Current Report, to the Scopia Agreement, the Company agreed that Scopia will have the right to recommend one director for appointment to the Board. On April 11, 2018, Scopia recommended Jerome Lande for appointment to the Board.

As of the date of the appointments, none of the New Directors has entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K. The New Directors will receive the same compensation as the Company’s other non-employee directors, which is described in the Company’s 2017 Proxy Statement under the heading Director Compensation, except in the case of Mr. Lande, who has waived equity grants and whose cash retainers will paid directly to Scopia Capital Management LP in order to comply with internal compensation requirements from Scopia Capital Management LP.

The membership of the committees of the Board have been reconstituted as follows:

Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

Robert A. Schriesheim (Chair)

Mark Ordan (Chair)

Gavin T. Molinelli (Chair)

Kenneth J. Bacon

Michelle Felman

Z. Jamie Behar

Z. Jamie Behar

Adam S. Metz

Jerome Lande

Adam S. Metz

Gavin T. Molinelli

Marran H. Ogilvie

Marran H. Ogilvie

William R. Roberts

Robert A. Schriesheim

On April 16, 2018, the Company issued a press release announcing the director appointments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

Item 5.02. Financial Statements and Exhibits

(d)Exhibits

Exhibit

Number

Description

99.1

Press Release dated April 16, 2018.


Forest City Realty Trust, Inc. Exhibit
EX-99.1 2 fcrtex991april2018directors.htm EXHIBIT 99.1 Exhibit   Exhibit 99.1At the Company  ON THE WEBMike Lonswaywww.forestcity.netExecutive Vice President – Planning 216-416-3325    Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 Forest City Seats New Independent DirectorsFollows Company’s Previous Announcement to Substantially Refresh BoardNew Independent Directors Further Strengthen and Diversify Board,…
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About Forest City Realty Trust, Inc. (NYSE:FCE.A)

Forest City Realty Trust, Inc. is engaged in the ownership, development, management and acquisition of commercial, and residential real estate and land throughout the United States. The Company’s segments include the Commercial Group, Residential Group, Land Development Group and Corporate Activities. The Commercial Group segment owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, and mixed-use projects. The Residential Group segment owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments, re-use developments, for-sale condominium projects and subsidized senior housing. The Land Development Group segment acquires and sells both land and developed lots to residential, commercial and industrial customers at its Stapleton project in Denver, Colorado. It conducts all of its business, through the Operating Partnership, Forest City Enterprises, L.P.

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