This excerpt taken from the FR DEF 14A filed Apr 10, 2006.
To Be Held On May 17, 2006
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of First Industrial Realty Trust, Inc. (the Company) for use at the 2006 Annual Meeting of Stockholders of the Company to be held on Wednesday, May 17, 2006, and at any adjournments or postponements thereof (the Annual Meeting). At the Annual Meeting, stockholders will be asked to vote on the election of three Class III Directors and one Class I Director of the Company, to approve Amendment No. 1 to the Companys 2001 Stock Incentive Plan, to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the current fiscal year and to act on any other matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first being sent to stockholders on or about April 10, 2006. The Board of Directors has fixed the close of business on March 21, 2006 as the record date for the Annual Meeting (the Record Date). Only stockholders of record of the Companys common stock, par value $.01 per share (the Common Stock), at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 44,669,305 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Holders of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held by them on each matter presented to the stockholders at the Annual Meeting.
Stockholders of the Company are requested to complete, sign, date and promptly return the accompanying Proxy Card in the enclosed postage-prepaid envelope. Shares represented by a properly executed Proxy Card received prior to the vote at the Annual Meeting and not revoked will be voted at the Annual Meeting as directed on the Proxy Card. If a properly executed Proxy Card is submitted and no instructions are given, the persons designated as proxy holders on the Proxy Card will vote (i) FOR the election of the three nominees for Class III Directors and the one nominee for Class I Director of the Company named in this Proxy Statement, (ii) FOR the approval of Amendment No. 1 to the Companys 2001 Stock Incentive Plan, (iii) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the current fiscal year and (iv) in their own discretion with respect to any other business that may properly come before the stockholders at the Annual Meeting or at any adjournments or postponements thereof. It is not anticipated that any matters other than those set forth in the Proxy Statement will be presented at the Annual Meeting.
The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. The affirmative vote of the holders of a majority of the votes cast with a quorum present at the Annual Meeting is required for the election of directors, the approval of Amendment No. 1 to the Companys 2001 Stock Incentive Plan and the ratification of the appointment of the Companys independent registered public accounting firm. Abstentions and broker non-votes will not be counted as votes cast and, accordingly, will have no effect on the majority vote required, although they will be counted for quorum purposes.
A stockholder of record may revoke a proxy at any time before it has been exercised by filing a written revocation with the Secretary of the Company at the address of the Company set forth above, by filing a duly executed proxy bearing a later date, or by appearing in person and voting by ballot at the Annual Meeting. Any stockholder of record as of the Record Date attending the Annual Meeting may vote in person whether or not a proxy has been previously given, but the presence (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. Street name stockholders who wish to vote in person will need to obtain a duly executed proxy form from the institution that holds their shares prior to the Annual Meeting.
In the pages preceding this Proxy Statement is a Letter to Stockholders from the Companys President and Chief Executive Officer. Also, Appendix C to this Proxy Statement contains the Companys 2005 Annual Report, including the Companys financial statements for the fiscal year ended December 31, 2005 and certain other information required by the rules and regulations of the Securities and Exchange Commission (the SEC). Neither the Letter to Stockholders from the Companys President and Chief Executive Officer nor the Companys 2005 Annual Report, however, are part of the proxy solicitation material. See Other Matters-Incorporation by Reference herein.