8-K
false 0001541401 0001541401 2020-07-09 2020-07-09 0001541401 esrt:EMpireStateRealtyTrustIncMember 2020-07-09 2020-07-09 0001541401 us-gaap:CommonClassAMember 2020-07-09 2020-07-09

 

 

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): July 9, 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))

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.  ☐

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

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

E mpire State Realty Trust, Inc.

  

 

Class A Common Stock, par value $0.01 per share

  

ESRT

  

The New York Stock Exchange

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 9, 2020, William H. Berkman, one of the members of the board of directors (the “Board”) of Empire State Realty Trust, Inc. (the “Company”), advised of his intention to step down from the Board, effective as of July 31, 2020. Mr. Berkman resigned without any disagreement with the Company on any matter relating to its operations, policies or practices.

(d) On July 10, 2020, at the recommendation of the Nominating and Corporate Governance Committee, the Board appointed R. Paige Hood to the Board as an independent director, effective as of August 1, 2020, to serve until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualifies. Mr. Hood’s appointment will fill the vacancy on the Board to be created by Mr. Berkman’s departure. Mr. Hood will also serve as a member of the Board’s Audit Committee, Finance Committee and Nominating and Corporate Governance Committee.

The Board has determined that Mr. Hood qualifies as an independent director under the New York Stock Exchange (“NYSE”) listing standards and the Company’s Corporate Governance Guidelines. Additionally, the Board has determined that Mr. Hood is independent pursuant to the audit committee independence criteria contained in the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as both independent and financially literate in accordance with the NYSE listing standards.

In connection with his service as a director, Mr. Hood will be entitled to receive the same compensation as the Company’s other independent directors, the components of which are described under “Compensation of Directors” in the Company’s Proxy Statement for its 2020 annual meeting of stockholders as filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2020 and incorporated herein by reference. Annual cash compensation and equity award will be pro-rated to the date of Mr. Hood’s appointment to the Board.

In addition, the Company expects to enter into an indemnification agreement with Mr. Hood substantially in the form of the indemnification agreement entered into with all other independent members of the Board, which was filed by the Company with the SEC on February 28, 2018 as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and is incorporated herein by reference. The indemnification agreement generally provides for the indemnification and advancement of expenses to a director to the maximum extent permitted by Maryland law for claims, suits or proceedings arising out of his or her service to the Company.

Other than the director compensation and indemnification arrangements described above, there are no arrangements or understandings between Mr. Hood and any other person pursuant to which Mr. Hood was appointed to serve as a director of the Company. There are no transactions in which Mr. Hood has had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 7.01. Regulation FD Disclosure

A copy of the press release issued by the Company to announce the appointment of Mr. Hood as a director as discussed in Item 5.02 above is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

    No.     

    

Description

         
 

99.1

   

Press release dated July 13, 2020.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

 

 

EMPIRE STATE REALTY TRUST, INC.

             

Date: July 13, 2020

 

 

By:

 

/s/ Thomas N. Keltner, Jr.

 

 

Name:

 

Thomas N. Keltner, Jr.

 

 

Title:

 

Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

 

EMPIRE STATE REALTY TRUST ANNOUNCES R. PAIGE HOOD TO

JOIN BOARD OF DIRECTORS;

WILLIAM H. BERKMAN TO STEP DOWN

New York, New York, July 13, 2020 — Empire State Realty Trust, Inc. (NYSE:ESRT) (the “Company”) today announced that R. Paige Hood will join its Board of Directors, effective August 1, 2020, and that William H. Berkman will leave the Board of Directors, effective July 31, 2020.

Mr. Hood has over 32 years of experience in the real estate finance industry spanning national and international portfolios and a wide variety of property types and sectors. He spent the last 31 years of his career with PGIM Real Estate Finance, an asset management subsidiary of Prudential Financial, Inc., where he most recently served as Chief Investment Officer. Prior to this position, as General Account Portfolio Manager he grew PGIM Real Estate Finance’s portfolio from a $16 billion domestic portfolio to over a $50 billion international portfolio. Mr. Hood earned a Top 100 Scholarship to, and his Bachelor of Science in Finance and his M.B.A from, Louisiana State University, Baton Rouge.

“Mr. Hood is an industry leader, a highly accomplished real estate finance executive with extensive experience through cycles in areas which are critical to the growth and development of our business,” said Anthony E. Malkin, Empire State Realty Trust’s Chairman and Chief Executive Officer. “We are fortunate that Paige will bring his valuable insight to Empire State Realty Trust as a member of the Board of Directors.”

Mr. Hood added, “I am delighted to join Empire State Realty Trust’s Board of Directors and such an accomplished leadership team.”

Mr. Hood will replace the director, Willian H. Berkman. Mr. Berkman has served on the Board of Directors of the company since the completion of its initial public offering in 2013 and has recently taken on the role of Co-Chairman and CEO of Digital Landscape (LSE: DLGI).

“Bill’s contributions to the creation, and as a board member, of ESRT have been invaluable,” said Mr. Malkin. “We are fortunate to have him remain as a close friend of ESRT, even if we no longer will have him as a director, we thank him for his many contributions over the years, and we wish him outstanding success with Digital Landscape.”

Mr. Berkman added, “I wish the Company all the best and remain available to the Board to talk and share ideas.”

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT), a leading real estate investment trust (REIT), owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous building. Headquartered in New York, New York, the Company’s office and retail portfolio covers 10.1 million rentable square feet, as of March 31, 2020, consisting of 9.4 million rentable square feet in 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut and two in Westchester County, New York; and approximately 700,000 rentable square feet in the retail portfolio.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond ESRT’s control and could materially affect actual results, performance or achievements. Such factors and risks include, without limitation, (i) economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including (a) the effectiveness or lack of effectiveness of governmental relief, (b) the duration of any shut-down orders or other formal recommendations for social distancing and the speed and extent to which revenues of the Company’s tenants, particularly retail and the Observatory, recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company’s tenants to make rent and other payments and honor commitments, and (d) disruption of international and national travel and tourism with a resulting decline in Observatory visitors; (ii) a failure of conditions or performance regarding any event or transaction described above; (iii) regulatory changes, and (iv) other risks and uncertainties described from time to time in the Company’s filings with the SEC, including those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 under the headings “Risk Factors”. Except as may be required by law, ESRT does not undertake a duty to update any forward-looking statement, whether as a result of new information, future events or otherwise

Contact:

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

IR@empirestaterealtytrust.com

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