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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):

March 2, 2023

 

 

 

SL GREEN REALTY CORP.

SL GREEN OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Maryland 1-13199 13-3956775
(State or Other
Jurisdiction of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

 

Delaware 333-167793-02 13-3960398
(State or Other
Jurisdiction of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

 

  One Vanderbilt Avenue
New York, New York 10017
(Address of principal executive offices, including zip code)		  

 

(212) 594-2700

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2.):

 

¨ 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 Act:

 

Registrant   Trading Symbol   Title of Each Class   Name of Each Exchange on
Which Registered
SL Green Realty Corp.   SLG   Common Stock, $0.01 par value   New York Stock Exchange
SL Green Realty Corp.   SLG.PRI   6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value   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.

 

Extension of Matthew DiLiberto as Chief Financial Officer

 

On March 2, 2023 Matthew DiLiberto and SL Green Realty Corp. (the “Company”) agreed to extend Mr. DiLiberto’s term as Chief Financial Officer, effective as of January 1, 2023, for an additional three years through January 1, 2026.

 

The following summarizes the material terms of the new agreement entered into by the Company and Mr. DiLiberto in connection with this extension:

 

Term:   Three years (1/1/23 — 1/1/26). In the event that a Change-in-Control occurs within 18 months prior to the scheduled expiration of the term, Mr. DiLiberto may extend the term until the date that is 18 months after the Change-in-Control.
     
Base Salary:   $600,000 per year.
     
Annual Bonus:   Opportunity to earn 50-250% of base salary, based (i) 60% on a formulaic component based upon the achievement of specific goals established in advance by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and (ii) 40% on a discretionary component at the Compensation Committee’s discretion. The amount earned may be paid in cash or equity at the discretion of the Compensation Committee.
     
Annual Time-Based Awards:   Beginning in 2023, Mr. DiLiberto will be eligible to receive an annual award of time-based LTIP units, with an equal amount of each award vesting on each January 1st following such award during the remainder of the term of the employment agreement (i.e., awards made in 2023, 2024 and 2025 will vest over approximately three years, two years and one year, respectively). The value of the award each year will be determined by the Compensation Committee based on its evaluation of Mr. DiLiberto’s performance during the prior year, provided that the amount for target performance will not be less than $1,400,000. The award made in 2023 will be granted upon execution of the agreement, and grants in subsequent years will be made in January of each year. Each award will provide for full acceleration upon a termination of Mr. DiLiberto’s employment without Cause or for Good Reason, whether during or after the term of the employment agreement, or upon Mr. DiLiberto’s resignation following expiration of the term.
     
Severance Benefits:   If Mr. DiLiberto’s employment is terminated by the Company without Cause or by Mr. DiLiberto for Good Reason during the term, Mr. DiLiberto will be entitled to the following payments or benefits:
         
    Termination Without Change-in-Control   Termination in Connection with Change-in-Control
       
 

·       The sum of base salary and average annual bonus for prior three years

 

·       The target value of the annual time-based equity awards to be granted in January 2024 and 2025, to the extent not yet granted

 

·       Pro-rata bonus for partial year

 

·       Acceleration of all unvested equity awards (other than performance-based awards)

 

·       12 months of benefit continuation payments

  

·       2x the sum of base salary and average annual bonus for prior three years

 

·       The target value of the annual time-based equity awards to be granted in January 2024 and 2025, to the extent not yet granted

 

·       Pro-rata bonus for partial year

 

·       Acceleration of all unvested equity awards (other than performance-based awards

 

·       24 months of benefit continuation payments

 

 2 

 

 

Termination After Term:   In connection with a qualifying termination following the term of employment, Mr. DiLiberto will be entitled to receive one-half the sum of his then-current base salary and his average annual bonus for the prior three years, payable upon completion of a six-month non-compete.

 

Restrictive Covenants:   Mr. DiLiberto will not compete with the Company while employed (including after the end of the term of employment if employment continues) and until 6 months after any termination of employment, including if such termination is upon or after the expiration of the term of employment. Mr. DiLiberto has also agreed to non-solicitation, non-disparagement and non-interference covenants.

 

In the event of a Change-in-Control, the employment agreement also provides for Mr. DiLiberto to receive a prorated cash bonus based on Mr. DiLiberto’s average annual bonus for the prior three years, which will offset any prorated bonus that Mr. DiLiberto would be entitled to receive upon termination in connection with the Change-in-Control, and, to the extent Mr. DiLiberto remains employed following the Change-in-Control and unless otherwise agreed, for cash compensation for future periods equal to Mr. DiLiberto’s average annual bonus for the three fiscal years prior to the Change-in-Control and target amounts for all other cash and equity compensation in lieu of the compensation otherwise provided. The employment agreement also provides for certain payments and benefits if Mr. DiLiberto’s employment is terminated due to death or disability.

 

The terms Cause, Good Reason and Change-in-Control, as used above, are specifically defined in Mr. DiLiberto’s new employment agreement. The discussion above is qualified in its entirety by reference to the copy of the employment agreement by and between the Company and Mr. DiLiberto, which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description of Exhibits
     
10.1   Amended and Restated Employment and Noncompetition Agreement, dated as of March 2, 2023, by and between SL Green Realty Corp. and Matthew DiLiberto.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 3 

 

 

SIGNATURES

 

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.

 

  SL GREEN REALTY CORP.
   
  By:  /s/ Andrew S. Levine
  Name: Andrew S. Levine
  Title: Executive Vice President, Chief Legal Officer and General Counsel

 

  SL GREEN OPERATING PARTNERSHIP, L.P.
   
  By: SL GREEN REALTY CORP., its general partner
   
  By:  /s/ Andrew S. Levine
  Name: Andrew S. Levine
  Title: Executive Vice President, Chief Legal Officer and General Counsel

 

Date: March 6, 2023

 

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