Summary of FOREST CITY ENTERPRISES INC

Item 5.07 - Submission of Matters to a Vote of Security Holders

On June 13, 2012, the Annual Meeting of Shareholders (the "Annual Meeting") of Forest City Enterprises, Inc. (the "Company") was held. At the Annual Meeting, 142,207,481 shares of Class A common stock representing 142,207,481 votes and 19,780,191 shares of Class B common stock representing 197,801,910 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 eight (8) 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            132,374,967   3,517,090      6,315,424
Scott S. Cowen             129,146,282   6,745,775      6,315,424
Michael P. Esposito, Jr.   129,216,338   6,675,719      6,315,424
Stan Ross                  132,015,449   3,876,608      6,315,424

Class B Nominees
Deborah L. Harmon          190,684,690   1,594,670      5,522,550
David J. LaRue             191,570,510    708,850       5,522,550
Brian J. Ratner            191,532,170    747,190       5,522,550
Bruce C. Ratner            191,545,150    734,210       5,522,550
Charles A. Ratner          191,539,900    739,460       5,522,550
Deborah Ratner Salzberg    191,545,670    733,690       5,522,550
Ronald A. Ratner           191,545,670    733,690       5,522,550
Louis Stokes               191,557,200    722,160       5,522,550

2: The approval (on an advisory, non-binding basis) of the compensation of the Company's named executive officers.

                                Broker Non-Votes    Broker Non-Votes    Broker Non-Votes    Broker Non-Votes
                                      For               Against             Abstain         Broker Non-Votes
Combined Class A and Class B      326,504,123          1,577,023             90,271            11,837,974

3: Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending January 31, 2012.

                                                 Broker Non-Votes        Broker Non-Votes   Broker Non-Votes
                                                               For             Against          Abstain
Combined Class A and Class B                               338,788,914         479,519          740,958

Item 8.01 - Other Events

As previously announced on January 31, 2012, the Board of Directors of the Company reduced the authorized size of the Board of Directors from fifteen
(15) members to thirteen (13) effective at the Annual Meeting. In connection with the reduction to the size of the Board of Directors, two former directors, Joan K. Shafran and James A. Ratner completed their terms on the Board of Directors and were not re-nominated for election at the Annual Meeting.