Form 8-K Voting results 2015


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): May 28, 2015
_____________________________________________________________
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________

Ohio
(State or other jurisdiction of
incorporation or organization)
 
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 5.07 - Submission of Matters to a Vote of Security Holders

On May 28, 2015, the Annual Meeting of Shareholders (the “Annual Meeting”) of Forest City Enterprises, Inc. (the “Company”) was held. At the Annual Meeting, 186,585,212 shares of Class A common stock representing 186,585,212 votes and 18,459,184 shares of Class B common stock representing 184,591,840 votes were represented in person or by proxy. These shares represented a quorum. The matters presented to shareholders for vote at the Annual Meeting and the voting tabulation for each such matter were as follows:

1:
The election of four (4) directors by holders of Class A common stock and the election of nine (9) directors by holders of Class B common stock, each to hold office until the next annual shareholders' meeting and until a successor is elected and qualified.

 
For
Withheld
Broker Non-Votes
Class A Nominees
 
 
 
Arthur F. Anton
170,538,363
9,034,975
7,011,874
Scott S. Cowen
166,809,594
12,763,744
7,011,874
Michael P. Esposito, Jr.
167,987,359
11,585,979
7,011,874
Stan Ross
170,375,484
9,197,854
7,011,874

Class B Nominees
 
 
 
Kenneth J. Bacon
179,485,720
5,500
5,100,620
Christine R. Detrick
179,485,720
5,500
5,100,620
Deborah L. Harmon
179,485,720
5,500
5,100,620
David J. LaRue
179,478,870
12,350
5,100,620
Brian J. Ratner
179,478,870
12,350
5,100,620
Bruce C. Ratner
179,478,870
12,350
5,100,620
Charles A. Ratner
179,478,870
12,350
5,100,620
Deborah Ratner Salzberg
179,478,870
12,350
5,100,620
Ronald A. Ratner
179,478,870
12,350
5,100,620

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
Combined Class A and Class B
336,447,126
22,298,407
319,025
12,112,494
                                                           
3:
Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the year ending December 31, 2015.
    
 
For
Against
Abstain
Combined Class A and Class B
370,736,736
277,492
162,824





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:
May 29, 2015
By:
/s/ ROBERT G. O'BRIEN
 
 
Name:
Robert G. O’Brien
 
 
Title:
Executive Vice President and Chief Financial Officer