UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 26, 2018
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Forest City Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation or organization) | 1-37671 (Commission File Number) | 47-4113168 (I.R.S. Employer Identification No.) | ||
Key Tower, 127 Public Square Suite 3100, Cleveland, Ohio | 44114 | |||
(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) | ||||
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 - Submission of Matters to a Vote of Security Holders
On June 26, 2018, the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) was held. At the Annual Meeting, 242,900,364 shares of Class A Common Stock, par value $0.01 per share (“Common Stock”), representing the same number of votes entitled to be cast at the Annual Meeting, were represented in person or by proxy. These shares represented a quorum.
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 twelve directors by holders of Common Stock, each to hold office until the next annual stockholders meeting and until a successor is duly elected and qualified.
For | Withheld | Broker Non-Votes | |
Nominees | |||
Kenneth J. Bacon | 233,117,537 | 1,740,460 | 8,042,367 |
Z. Jamie Behar | 234,379,690 | 478,307 | 8,042,367 |
Michelle Felman | 234,518,827 | 339,170 | 8,042,367 |
Jerome J. Lande | 233,915,528 | 942,469 | 8,042,367 |
David J. LaRue | 234,235,182 | 622,815 | 8,042,367 |
Adam S. Metz | 234,519,905 | 338,092 | 8,042,367 |
Gavin T. Molinelli | 233,633,953 | 1,224,044 | 8,042,367 |
Marran H. Ogilvie | 227,259,024 | 7,598,973 | 8,042,367 |
Mark S. Ordan | 210,439,335 | 24,418,662 | 8,042,367 |
James A. Ratner | 173,146,114 | 61,711,883 | 8,042,367 |
William R. Roberts | 234,520,722 | 337,275 | 8,042,367 |
Robert A. Schriesheim | 233,026,530 | 1,831,467 | 8,042,367 |
(2)The approval (on an advisory, non-binding basis) of the compensation of the Company's Named Executive Officers.
For | Against | Abstain | Broker Non-Votes |
230,217,037 | 4,499,470 | 141,490 | 8,042,367 |
(3)Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the year ending December 31, 2018.
For | Against | Abstain |
241,525,299 | 1,353,962 | 21,103 |
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 REALTY TRUST, INC. | |||
Date: | June 27, 2018 | By: | /s/ ROBERT G. O'BRIEN |
Name: | Robert G. O’Brien | ||
Title: | Executive Vice President and Chief Financial Officer | ||