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
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| Date of Report (Date of Earliest Event Reported): |
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June 10, 2011 |
Forest City Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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1-4372
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34-0863886 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio |
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44113 |
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(Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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.
As previously announced by Forest City Enterprises, Inc. (the “Company”) on March 1, 2011, and
effective June 10, 2011, David J. LaRue succeeded Charles A. Ratner as the Company’s President and
Chief Executive Officer, and Charles A. Ratner became the sole Chairman of the Board. In addition,
Albert B. Ratner and Samuel H. Miller did not stand for re-election to the Board at the 2011 Annual
Meeting of Shareholders held on June 10, 2011(“Annual Meeting”) and were appointed as Co-Chairmen
Emeritus.
On June 10, 2011, the Company appointed Robert G. O’Brien (age 53), its Executive Vice
President and Chief Financial Officer since February 2008, to succeed Samuel H. Miller as Treasurer
of the Company. In addition to his duties as Treasurer, Mr. O’Brien will continue to serve as the
Company’s Executive Vice President and Chief Financial Officer. Mr. O’Brien joined the Company in
1988. From 2000 to February 2008, Mr. O’Brien served as executive vice president, strategy and
investment management of Forest City Rental Properties Corporation, a subsidiary of the Company.
There are no additional material plans, contracts or arrangements in connection with the Treasurer
succession that Mr. O’Brien will be a party to or participate. To the Company’s knowledge, there
are no arrangements or understandings between Mr. O’Brien and any other person pursuant to which he
was selected as the Treasurer.
The management and Board changes disclosed above were not due to any disagreement with the Company
or concerns relating to the operations, policies, or practices of the Company.
Item 5.07
- Submission of Matters to a Vote of Security Holders
At the Annual Meeting, 138,469,641 shares of Class A common stock representing 138,469,641 votes
and 20,749,021 shares of Class B common stock representing 207,490,210 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 ten
(10) 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.
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For |
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Withheld |
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Broker Non-Votes |
Class A Nominees |
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Arthur F. Anton |
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120,685,081 |
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9,838,316 |
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7,946,244 |
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Michael P. Esposito, Jr. |
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120,714,127 |
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9,809,270 |
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7,946,244 |
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Deborah L. Harmon |
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121,513,514 |
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9,009,883 |
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7,946,244 |
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Stan Ross |
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120,929,844 |
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9,593,553 |
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7,946,244 |
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Class B Nominees |
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Scott S. Cowen |
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201,228,940 |
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25,550 |
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6,235,720 |
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David J. LaRue |
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200,731,010 |
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523,480 |
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6,235,720 |
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Brian J. Ratner |
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200,718,910 |
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535,580 |
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6,235,720 |
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Bruce C. Ratner |
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200,538,910 |
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715,580 |
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6,235,720 |
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Charles A. Ratner |
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200,718,910 |
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535,580 |
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6,235,720 |
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Deborah Ratner Salzberg |
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200,718,910 |
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535,580 |
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6,235,720 |
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James A. Ratner |
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200,718,910 |
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535,580 |
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6,235,720 |
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Ronald A. Ratner |
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200,718,910 |
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535,580 |
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6,235,720 |
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Joan K. Shafran |
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200,718,910 |
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535,580 |
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6,235,720 |
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Louis Stokes |
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200,542,950 |
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711,540 |
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6,235,720 |
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2: The approval (on an advisory, non-binding basis) of the compensation of the Company’s named
executive officers.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Class A |
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127,422,679 |
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3,056,240 |
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44,478 |
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7,946,244 |
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Combined Class A and Class B |
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328,562,949 |
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3,155,050 |
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59,888 |
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14,181,964 |
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3: The vote (on an advisory, non-binding basis) on the frequency of which the shareholders will
have an advisory, non-binding vote on the compensation of the Company’s named executive officers.
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
Class A |
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125,818,941 |
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49,353 |
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4,613,499 |
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41,604 |
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7,946,244 |
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Combined Class A
and Class B |
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327,011,141 |
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65,513 |
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4,629,399 |
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71,834 |
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14,181,964 |
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In light of the voting results with respect to the frequency of shareholder votes on the
compensation of the Company’s named executive officers, the Company’s Board of Directors has
decided that the Company will hold an advisory vote on the compensation of the named executive
officers every year. The Company is required to hold an advisory vote on the frequency of a
shareholder vote on the compensation of the named executive officers at least every six years.
4. Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for
the Company for the fiscal year ending January 31, 2012.
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For |
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Against |
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Abstain |
Class A |
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138,139,544 |
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312,225 |
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17,872 |
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Combined Class A and Class B |
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345,612,144 |
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316,145 |
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31,562 |
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