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 33 rd Street, 12 th 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