8-K
false 0001541401 0001541401 2020-05-14 2020-05-14

 

 

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

Date of Report (Date of earliest event reported): May 14, 2020

 

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-36105

 

37-1645259

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

111 West 33rd Street, 12th Floor

New York, New York

 

10120

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share

 

ESRT

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


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

(a) The 2020 Annual Stockholders Meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 14, 2020.

(b) The Class A and Class B common stockholders of the Company (i) elected all of the director nominees to serve on the board of directors of the Company until the next annual meeting of stockholders in 2021 or until their successors are elected and qualify, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, (iii) approved, on a non-binding, advisory basis, the frequency of stockholder votes on the compensation of the Company’s named executive officers, and (iv) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the meeting were as follows:

  (i) Election of directors:

Nominees

 

For

   

Withheld

   

Broker Non-Votes

 

Anthony E. Malkin

   

189,013,496

     

6,332,482

     

7,437,388

 

William H. Berkman

   

192,965,056

     

2,380,922

     

7,437,388

 

Leslie D. Biddle

   

192,980,665

     

2,365,313

     

7,437,388

 

Thomas J. DeRosa

   

193,643,324

     

1,702,654

     

7,437,388

 

Steven J. Gilbert

   

185,294,693

     

10,051,285

     

7,437,388

 

S. Michael Giliberto

   

185,599,202

     

9,746,776

     

7,437,388

 

Patricia S. Han

   

193,646,596

     

1,699,382

     

7,437,388

 

James D. Robinson IV

   

189,332,980

     

6,012,998

     

7,437,388

 

  (ii) Approval, on a non-binding, advisory basis, of the compensation of the named executive officers:

For

 

Against

 

Abstained

 

Broker Non-Votes

121,036,745

 

74,048,768

 

260,465

 

7,437,388

  (iii) Approval, on a non-binding, advisory basis, of the frequency of stockholder votes on the compensation of the named executive officers:

One Year

 

Two Years

 

Three Year

 

Abstained

 

Broker Non-

       Votes       

192,077,459

 

163,171

 

2,839,606

 

265,742

 

7,437,388

  (iv) Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020:

For

 

Against

 

Abstained

 

Broker Non-Votes

201,663,693

 

954,877

 

164,796

 

0

With respect to the preceding matters, each holder of Class A common stock was entitled to one vote per share, and each holder of Class B common stock was entitled to 50 votes per share, so long as such holder of Class B common stock continued to own 49 common units of limited partnership interest in Empire State Realty OP, L.P., the operating partnership of the Company, for each such share of Class B common stock. Holders of Class A common stock and Class B common stock voted together as a single class on the matters covered at the meeting, and their votes were counted and totaled together.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EMPIRE STATE REALTY TRUST, INC.

 

 

(Registrant)

             

Date: May 20, 2020

 

 

By:

 

/s/ Thomas N. Keltner, Jr.

 

 

Name:

 

Thomas N. Keltner, Jr.

 

 

Title:

 

Executive Vice President & General Counsel

v3.20.1
Document and Entity Information
May 14, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001541401
Document Type 8-K
Document Period End Date May 14, 2020
Entity Registrant Name EMPIRE STATE REALTY TRUST, INC.
Entity Incorporation State Country Code MD
Entity File Number 001-36105
Entity Tax Identification Number 37-1645259
Entity Address, Address Line One 111 West 33rd Street
Entity Address, Address Line Two 12th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10120
City Area Code (212)
Local Phone Number 687-8700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.01 per share
Trading Symbol ESRT
Security Exchange Name NYSE
Entity Emerging Growth Company false