SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2019
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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(State or other Jurisdiction |
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EMPIRE STATE REALTY OP, L.P.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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(State or other Jurisdiction |
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111 West 33rd Street, |
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10120 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
212)
687-8700
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Act:
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Empire State Realty Trust, Inc. |
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Class A Common Stock, par value $0.01 per share |
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ESRT |
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The New York Stock Exchange |
Empire State Realty OP, L.P. |
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Series ES Operating Partnership Units |
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ESBA |
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The New York Stock Exchange |
Series 250 Operating Partnership Units |
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FISK |
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The New York Stock Exchange |
Series 60 Operating Partnership Units |
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OGCP |
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced in a May 21, 2019 press release and Form
8-K,
effective August 1, 2019, David A. Karp resigned as Executive Vice President and Chief Financial Officer, and stepped down from his role as principal financial officer, of each of Empire State Realty Trust, Inc. (“ESRT”) and Empire State Realty OP, L.P. (the “Operating Partnership,” and together with ESRT, the “Company”).
The Company continues its search to identify a new chief financial officer and has retained Korn Ferry (US) to assist in the process.
As indicated in such press release and in accordance with ESRT’s bylaws, Andrew J. Prentice, Chief Accounting Officer and Treasurer, will serve as the Company’s acting chief financial officer, reporting in all financial matters to John B. Kessler, the Company’s President and Chief Operating Officer. Mr. Kessler therefore now assumes the role of principal financial officer.
The information regarding Mr. Kessler required by Items 401(b), (d), (e) and Item 404(a) of Regulation
S-K
in connection with his assumption of the role of principal financial officer is included in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 4, 2019.