Filed by Forest City Realty Trust, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange
Act of 1934
Subject Company: Forest City Realty Trust, Inc.
Commission File No. for Registration Statement on Form S-4: 333-216439
Date: May 2, 2017
Explanatory Note:
This Form 425 contains the proxy cards first being mailed to Forest City Realty Trust, Inc. Class A and Class B
stockholders on or about May 2, 2017, in anticipation of the Company’s 2017 Annual Meeting of Stockholders, to be held on June 9, 2017.
FOREST CITY REALTY TRUST, INC. VOTE BY INTERNET - www.proxyvote.com 1100 TERMINAL TOWER
Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time 50 PUBLIC SQUARE on June 8, 2017. Have your proxy card in hand when you access the web site CLEVELAND, OH 44113 and follow the instructions to obtain your records
and to create an electronic ATTN: JEFF LINTON voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or
access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 8, 2017. Have your proxy card in hand when you call and
then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Forest City Realty Trust, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E21116-P89455 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FOREST CITY REALTY TRUST, INC. CLASS A For All Withhold All
Except For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the THE BOARD OF DIRECTORS RECOMMENDS A VOTE number(s) of the nominee(s) on the line below. “FOR ALL” THE FOLLOWING: 1.
The election of four (4) directors, each to hold office until the next annual stockholders’ meeting and until his successor is duly elected and qualifies. Nominees: 01) Arthur F. Anton THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
For Against Abstain 02) Kenneth J. Bacon THE FOLLOWING PROPOSAL: 03) Scott S. Cowen 4. The ratification of the appointment of PricewaterhouseCoopers 04) Michael P. Esposito, Jr. LLP as independent registered public accounting firm for the Company
for the fiscal year ending December 31, 2017. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” For Against Abstain THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL: THE FOLLOWING PROPOSAL: 2. The approval (on
an advisory, non-binding basis) of 5. The proposal to amend and restate the Company’s the compensation of the Company’s Named Executive charter in substantially the form attached to the proxy Officers. statement/prospectus as Annex A,
which amendment THE BOARD OF DIRECTORS RECOMMENDS A VOTE 1 Year 2 Years 3 Years Abstain and restatement would effectuate the Reclassification FOR “1 YEAR” ON THE FOLLOWING PROPOSAL: (as defined in the proxy statement/prospectus). 3. The
vote (on an advisory, non-binding basis) ! THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” on the frequency of which the stockholders THE FOLLOWING PROPOSAL: will have an advisory, non-binding vote on the compensation of the Company’s
Named 6. The proposal to adjourn the annual meeting to a later date Executive Officers. or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the reclassification proposal at the time of the
annual meeting. For address changes and/or comments, please check this box and write them ! NOTE: In addition, the proxies are authorized to vote upon on the back where indicated. such other business as may properly come before the annual meeting of
stockholders or any adjournment or postponement thereof. Please sign this WHITE proxy card exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.2
A E21117-P89455 Forest City Realty Trust, Inc. Class A THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS JUNE 9, 2017 The undersigned hereby appoints James A. Ratner and Deborah Ratner Salzberg, or either of them, with full power of substitution, as proxies to represent and
to vote all of the shares of Class A Common Stock of Forest City Realty Trust, Inc. that the undersigned would be entitled to vote with all the power the undersigned would possess if present in person, including the right to vote on such other
business as may properly come before the Annual Meeting of Stockholders to be held at 2:00 P.M., Eastern Time on June 9, 2017, in the 6th floor Riverview Room of the Ritz-Carlton Hotel, Tower City Center, 1515 West Third Street, Cleveland, Ohio
44113 and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and
revokes any proxy heretofore given with respect to such meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF
DIRECTORS’ RECOMMENDATIONS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse
side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE
FOREST CITY REALTY TRUST, INC. VOTE BY INTERNET - www.proxyvote.com 1100 TERMINAL TOWER
Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time 50 PUBLIC SQUARE on June 8, 2017. Have your proxy card in hand when you access the web site CLEVELAND, OH 44113 and follow the instructions to obtain your records
and to create an electronic ATTN: JEFF LINTON voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or
access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 8, 2017. Have your proxy card in hand when you call and
then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Forest City Realty Trust, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E21118-P89455 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FOREST CITY REALTY TRUST, INC. CLASS B For Withhold All For
All To withhold authority to vote for any individual All Except nominee(s), mark “For All Except” and write the THE BOARD OF DIRECTORS RECOMMENDS A VOTE number(s) of the nominee(s) on the line below. “FOR ALL” THE FOLLOWING: 1.
The election of nine (9) directors, each to hold office until the next annual stockholders’ meeting and until his or her successor is duly elected and qualifies. Nominees: 01) Z. Jamie Behar 06) Brian J. Ratner THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” For Against Abstain 02) Christine R. Detrick 07) Deborah Ratner Salzberg THE FOLLOWING PROPOSAL: 03) Deborah L. Harmon 08) James A. Ratner 04) David J. LaRue 09) Ronald A. Ratner 4. The ratification of the appointment of
PricewaterhouseCoopers 05) Craig Macnab LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL: THE BOARD OF
DIRECTORS RECOMMENDS A VOTE “FOR” For Against Abstain 5. The proposal to amend and restate the Company’s THE FOLLOWING PROPOSAL: charter in substantially the form attached to the proxy 2. The approval (on an advisory, non-binding
basis) of statement/prospectus as Annex A, which amendment the compensation of the Company’s Named Executive and restatement would effectuate the Reclassification Officers. (as defined in the proxy statement/prospectus). THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 1 Year 2 Years 3 Years Abstain THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” FOR “1 YEAR” ON THE FOLLOWING PROPOSAL: THE FOLLOWING PROPOSAL: 3. The vote (on an advisory, non-binding basis) ! 6. The proposal to
adjourn the annual meeting to a later date on the frequency of which the stockholders or dates, if necessary or appropriate, to solicit additional will have an advisory, non-binding vote on proxies if there are insufficient votes to approve the the
compensation of the Company’s Named reclassification proposal at the time of the annual meeting. Executive Officers. For address changes and/or comments, please check this box and write them ! NOTE: In addition, the proxies are authorized to
vote upon on the back where indicated. such other business as may properly come before the annual meeting of stockholders or any adjournment or postponement thereof. Please sign this WHITE proxy card exactly as your name(s) appear(s) hereon. When
signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by
authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.2
B E21119-P89455 Forest City Realty Trust, Inc. Class B THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS JUNE 9, 2017 The undersigned hereby appoints James A. Ratner and Deborah Ratner Salzberg, or either of them, with full power of substitution, as proxies to represent and
to vote all of the shares of Class B Common Stock of Forest City Realty Trust, Inc. that the undersigned would be entitled to vote with all the power the undersigned would possess if present in person, including the right to vote on such other
business as may properly come before the Annual Meeting of Stockholders to be held at 2:00 P.M., Eastern Time on June 9, 2017, in the 6th floor Riverview Room of the Ritz-Carlton Hotel, Tower City Center, 1515 West Third Street, Cleveland, Ohio
44113 and any adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and
revokes any proxy heretofore given with respect to such meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF
DIRECTORS’ RECOMMENDATIONS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse
side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE V.1.2
About Forest City
Forest City Realty Trust, Inc. is an NYSE-listed national real estate company with $8.2 billion in consolidated assets. The Company is principally engaged in the ownership, development, management and
acquisition of office, retail and residential real estate and land throughout the United States. For more information, visit www.forestcity.net.
Important Additional Information
This document does not constitute an offer to
sell, or the solicitation of an offer to buy, any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection with the Company’s 2017 Annual Meeting of Stockholders and the reclassification transaction, the Company has filed with the SEC, and the SEC has declared effective,
a Registration Statement on Form S-4, containing a proxy statement/prospectus of the Company, which proxy statement/prospectus is first being mailed to stockholders on or about May 2, 2017. This document is not a substitute for such
registration statement, proxy statement/prospectus or any other documents that the Company may file with the SEC or send to stockholders in connection with the reclassification transaction.
Stockholders are urged to read the proxy
statement/prospectus and any other relevant documents because they contain important information.
Stockholders can obtain a free copy of
the proxy statement/prospectus, as well as other filings containing information about the Company, without charge, at the SEC’s website, www.sec.gov, and on the Investor Relations page of the Company’s website at http://ir.forestcity.net/.
Participants In The Solicitation
The directors, nominees, and executive officers of the Company and other persons may be deemed to be participants in the solicitation of proxies from stockholders in respect of the matters to be
considered at the Company’s 2017 Annual Meeting of Stockholders, including the reclassification transaction. Information about the Company’s directors, nominees, and executive officers, including a description of their direct and indirect
interests, is contained in the proxy statement/prospectus, which was filed with the SEC on May 1, 2017, and in the Company’s other filings with the SEC.
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