UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
Form 8-K
_____________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 18, 2015
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Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________

Ohio
(State or other jurisdiction of
incorporation)
 
1-4372
(Commission
File Number)
 
34-0863886
(I.R.S. Employer
Identification No.)
 
 
 
 
 
Terminal Tower, 50 Public Square
Suite 1100, Cleveland, Ohio
 
44113
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: 216-621-6060
 
 
 
 
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On February 18, 2015, in consideration of the significant efforts associated with the anticipated conversion of Forest City Enterprises, Inc. (the “Company”) to REIT status, the Compensation Committee of the Board of Directors approved a one-time, discretionary cash bonus of $400,000 to Charles A. Ratner, the Company’s Executive Chairman of the Board and a “named executive officer,” as defined in the Company’s most recently filed proxy statement.

In addition, the Compensation Committee approved an adjustment to the annual base salary of David J. LaRue, the Company’s President and Chief Executive Officer, from $600,000 to $675,000, effective as of January 1, 2015, pursuant to the terms of Mr. LaRue’s employment agreement, as amended.
    







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
FOREST CITY ENTERPRISES, INC.
 
 
 
 
Date:
February 19, 2015
By:
/s/ ROBERT G. O'BRIEN
 
 
Name:
Robert G. O’Brien
 
 
Title:
Executive Vice President and Chief Financial Officer