Forest City Realty Trust, Inc. (NYSE:FCE.A) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The disclosure set forth under the Introductory Note is
incorporated herein by reference.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The disclosure set forth under the Introductory Note and Item5.03
is incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Reclassification Agreement, and at the
Effective Time, the Articles of Amendment and Restatement of the
Company were accepted of record by the State Department of
Assessments and Taxation of the State of Maryland, thereby giving
effect to the Reclassification. Also to the terms of the
Reclassification Agreement, and at the Effective Time, the bylaws
of the Company were amended and restated. Copies of the Articles
of Amendment and Restatement of the Company and the Amended and
Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2
hereto, respectively, and are incorporated herein by reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On June9, 2017, the 2017 Annual Meeting of Stockholders (the
Annual Meeting) was held. At the Annual Meeting,
231,242,104 shares of ClassA Common Stock, representing the same
number of votes entitled to be cast at the Annual Meeting, and
18,384,883 shares of Class B Common Stock, representing
183,848,830 votes entitled to be cast at the Annual Meeting, were
represented in person or by proxy. These shares represented a
quorum. Holders of ClassA Common Stock and Class B Common Stock
voted together as a single class on all matters presented for a
vote at the Annual Meeting, except in the election of directors
and in respect of the proposal (the Reclassification
Proposal) to amend and restate the Companys charter as set
forth in the Articles of Amendment and Restatement in
substantially the form attached as Annex A to the proxy statement
relating to the Annual Meeting; in addition, it was a condition
precedent to the Companys obligation to complete the
Reclassification that the Reclassification Proposal was approved
by the affirmative vote of holders of a majority of the issued
and outstanding shares of ClassA Common Stock entitled to vote
thereon excluding shares of ClassA Common Stock beneficially
owned by RMS and Ratner Family Members (as defined in the
Reclassification Agreement).
The matters presented to stockholders for vote at the Annual
Meeting and the voting tabulation for each such matter were as
follows:
(1) The election of four directors by holders of ClassA Common
Stock, and the election of nine directors by holders of Class B
Common Stock, each to hold office until the next annual
stockholders meeting and until a successor is duly elected and
qualifies.
| For | Withheld | Broker Non-Votes | ||||||||||
|
ClassA Nominees |
||||||||||||
|
Arthur F. Anton |
203,611,620 | 17,962,445 | 9,668,039 | |||||||||
|
Kenneth J. Bacon |
200,568,637 | 21,005,428 | 9,668,039 | |||||||||
|
Scott S. Cowen |
202,248,787 | 19,325,278 | 9,668,039 | |||||||||
|
Michael P. Esposito, Jr. |
202,796,206 | 18,777,859 | 9,668,039 | |||||||||
|
Class B Nominees |
||||||||||||
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Z. Jamie Behar |
17,810,183 | 176,768 | 397,932 | |||||||||
|
Christine R. Detrick |
17,820,189 | 166,762 | 397,932 | |||||||||
|
Deborah L. Harmon |
17,810,183 | 176,768 | 397,932 | |||||||||
|
David J. LaRue |
17,816,007 | 170,944 | 397,932 | |||||||||
|
Craig Macnab |
17,810,189 | 176,762 | 397,932 | |||||||||
|
Brian J. Ratner |
17,805,393 | 181,558 | 397,932 |
|
Deborah Ratner Salzberg |
17,805,393 | 181,558 | 397,932 | |||||||||
|
James A. Ratner |
17,805,393 | 181,558 | 397,932 | |||||||||
|
Ronald A. Ratner |
17,805,393 | 181,558 | 397,932 |
(2) The approval (on an advisory, non-binding basis) of the
compensation of the Companys Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
|
Combined ClassA and Class B |
391,308,811 | 9,829,436 | 305,328 | 13,647,359 |
(3) Non-binding advisory vote on the frequency of which
stockholders will have an advisory, non-binding vote on the
compensation of the Companys Named Executive Officers.
| 1Year | 2Year | 3Year | Abstain | Broker Non-Votes | ||||||||||||||||
|
Combined ClassA and Class B |
381,641,807 | 110,813 | 16,339,339 | 3,351,616 | 13,647,359 |
Based on the voting results with respect to Proposal 3, the Board
of Directors has determined that the Company will continue to
hold a non-binding advisory vote on the compensation of its Named
Executive Officers every one year, until the next required vote
on the frequency of an advisory vote on executive compensation.
(4) Ratification of the appointment of PricewaterhouseCoopers LLP
as independent registered public accounting firm for the Company
for the year ending December31, 2017
| For | Against | Abstain | ||||||||||
|
Combined ClassA and Class B |
414,074,381 | 848,449 | 168,104 |
(5) The Reclassification Proposal.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
|
ClassA Common Stock |
220,400,872 | 1,029,957 | 143,236 | 9,668,039 | ||||||||||||
|
Class B Common Stock |
178,433,930 | 1,283,260 | 152,320 | 3,979,320 |
The ClassA voting results with respect to the approval of the
Reclassification Proposal, excluding shares of ClassA Common
Stock beneficially owned by RMS and Ratner Family Members (as
defined in the Reclassification Agreement), were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
|
ClassA Common Stock |
212,379,817 | 1,029,957 | 143,236 | 9,668,039 |
| Item8.01 | Other Events. |
On June9, 2017, the Company issued a press release announcing the
receipt of stockholder
approval of the Reclassification. A copy of the press release is
filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 3.1 |
Articles of Amendment and Restatement of Forest City Realty Trust, Inc., effective June 12, 2017. |
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| 3.2 |
Amended and Restated Bylaws of Forest City Realty Trust, Inc., effective June 12, 2017. |
|
| 10.1 |
Reclassification Agreement, dated as of December 5, 2016, by and between Forest City Realty Trust, Inc. and RMS, Limited Partnership (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 6, 2016 and incorporated herein by reference). |
|
| 99.1 | Press Release, dated June 9, 2017. |
Forward-Looking Statements
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 the Companys 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 expected
associated costs and benefits of the reclassification 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 Companys actual results and
future actions to differ materially from those described in
forward-looking statements include, but are not limited to: the
ability to carry out future transactions and strategic
investments, as well as the acquisition related costs,
unanticipated difficulties realizing expected benefits expected
when entering into a transaction, litigation risks, including
risks with respect to the outcome of any legal proceedings that
have or may be instituted against the Company or others relating
to the reclassification, vacancies in its properties, risks
associated with developing and managing properties in partnership
with others, competition, its ability to renew leases or re-lease
spaces as leases expire, illiquidity of real estate investments,
its ability to identify and transact on chosen strategic
alternatives for a portion of its retail portfolio, bankruptcy or
defaults of tenants, anchor store consolidations or closings, the
impact of terrorist acts and other armed conflicts, its
substantial debt leverage and the ability to obtain and service
debt, the impact of restrictions imposed by the Companys
revolving credit facility, term loan facility and senior debt,
exposure to hedging agreements, the level and volatility of
interest rates, the continued availability of tax-exempt
government financing, its ability to receive payment on the notes
receivable issued by
Onexim in connection with their purchase of our interests in the
Barclays Center and the Nets, the impact of credit rating
downgrades, effects of uninsured or underinsured losses, effects
of a downgrade or failure of its insurance carriers,
environmental liabilities, competing interests of its directors
and executive officers, the ability to recruit and retain key
personnel, risks associated with the sale of tax credits,
downturns in the housing market, the ability to maintain
effective internal controls, compliance with governmental
regulations, increased legislative and regulatory scrutiny of the
financial services industry, changes in federal, state or local
tax laws and international trade agreements, volatility in the
market price of its publicly traded securities, inflation risks,
cybersecurity risks, cyber incidents, shareholder activism
efforts, conflicts of interest, risks related to its
organizational structure including operating through its
Operating Partnership and its umbrella partnership REIT
structure. These risks and uncertainties, as well as others, are
discussed in more detail in the Companys documents filed with the
SEC, including the Companys Annual Report on Form 10-K for the
year ended December31, 2016, quarterly reports on Form 10-Q and
Current Reports on Form 8-K. The Company expressly disclaims any
obligation to update any forward-looking statement contained in
this document to reflect events or circumstances that may arise
after the date hereof, all of which are expressly qualified by
the foregoing, other than as required by applicable law.
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.