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Forest City responds to activist letter pushing for structural changes


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Forest City responds to activist letter pushing for structural changes

Forest City Realty Trust Inc. said activist investor Land & Buildings Investment Management LLC's formal and informal board nominees will be vetted and considered in its search for two new independent directors.

The company issued a statement in response to a recent letter from Land & Buildings' chief investment officer Jonathan Litt, in which he pushed management for strategic and structural change to realize the company's full value.

Forest City said Land & Buildings purchased less than 1% of its class A common stock following its Dec. 6, 2016, announcement of management changes, and submitted its three director nominations for the company's 2017 annual meeting on the last day that shareholders could legally submit proposals.

The company said Land & Buildings "made no attempt" to consult management before making its submissions and requested priority and approval rights over other shareholders.

Forest City management met with Land & Buildings to discuss the potential candidates, and the activist then named 11 other industry executives whom they believed to be better candidates than their own nominees. The company said it has communicated in multiple conversations with Litt that all the nominees will be vetted in its search, in compliance with its fiduciary duties.

The company said it was "surprised" that Land & Buildings would "choose this counterproductive path" before it learned who Forest City's independent director nominees would be.

Forest City has retained Ferguson Partners Ltd. in the search for candidates.

In his Jan. 30 letter, Litt called for a special shareholder meeting following the 2017 annual meeting to allow shareholders to vote on all 13 board seats and present alternate candidates. Litt also wants a special committee of independent board members to be formed to explore strategic alternatives.