0001193125-19-149491.txt : 20190516 0001193125-19-149491.hdr.sgml : 20190516 20190516164302 ACCESSION NUMBER: 0001193125-19-149491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190516 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Empire State Realty Trust, Inc. CENTRAL INDEX KEY: 0001541401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 371645259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36105 FILM NUMBER: 19832897 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10120 8-K 1 d749634d8k.htm FORM 8-K Form 8-K

 

 

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 16, 2019

 

 

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).

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

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 2019 Annual Stockholders Meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 16, 2019.

 

(b)

The Class A and Class B common stockholders of the Company (i) elected all of the Company’s nominees for director, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, (iii) approved the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan, 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, 2019. The results of the meeting were as follows:

 

  (i)

Election of Directors:

 

Nominees

  

For

  

Withheld

  

Broker Non-Votes

Anthony E. Malkin

   185,015,680   4,287,686   8,698,381

William H. Berkman

   187,060,875   2,242,491   8,698,381

Leslie D. Biddle

   186,922,917   2,380,449   8,698,381

Thomas J. DeRosa

   188,007,810   1,295,556   8,698,381

Steven J. Gilbert

   173,837,465   15,465,901   8,698,381

S. Michael Giliberto

   187,348,600   1,954,766   8,698,381

James D. Robinson IV

   184,812,818   4,490,548   8,698,381

 

  (ii)

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

 

For

  

Against

  

Abstained

  

Broker Non-Votes

177,635,407   11,370,934   297,025   8,698,381

 

  (iii)

Approval of the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan:

 

For

  

Against

  

Abstained

  

Broker Non-Votes

150,771,589   38,265,448   266,329   8,698,381

 

  (iv)

Ratification of the Appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

For

  

Against

  

Abstained

197,285,431   561,242   155,074

With respect to the preceding matters, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 50 votes per share, so long as such Class B common stockholder continued to own 49 operating partnership units in Empire State Realty OP, L.P. 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, 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 16, 2019

    

By:

  

/s/ Thomas N. Keltner, Jr.

     

Name:  Thomas N. Keltner, Jr.

     

Title:    Executive Vice President & General Counsel