0001541401FALSE00015414012024-05-092024-05-09

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): May 15, 2024 (May 9, 2024)
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland001-3610537-1645259
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
111 West 33rd Street,
 
12th Floor
New York,New York10120
 (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Empire State Realty Trust, Inc.
Class A Common Stock, par value $0.01 per shareESRTThe 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 5.07Submission of Matters to a Vote of Security Holders.
(a) The 2024 annual shareholders meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 9,                                                 
2024.                        

(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. 2024 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, 2024. The results of the meeting were as follows:

(i) Election of Directors:

NomineesForAgainstAbstainedBroker Non-Votes
Anthony E. Malkin161,339,1166,529,970211,5426,207,856
Thomas J. DeRosa162,995,5404,982,320102,7686,207,856
Steven J. Gilbert142,176,53325,805,66398,4326,207,856
S. Michael Giliberto165,630,9432,351,14498,5416,207,856
Patricia S. Han166,141,6141,840,96398,0516,207,856
Grant H. Hill166,156,2701,835,91988,4396,207,856
R. Paige Hood166,138,4271,842,21099,9916,207,856
James D. Robinson IV162,338,9495,632,333109,3466,207,856
Christina Van Tassell167,603,343374,650102,6356,207,856
Hannah Y. Yang167,601,154381,73397,7416,207,856

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

ForAgainstAbstainedBroker Non-Votes
161,205,3926,674,197201,0396,207,856

(iii) Approval of the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2024 Equity Incentive Plan:

ForAgainstAbstainedBroker Non-Votes
139,578,84028,362,181139,6076,207,856

(iv) Ratification of the Appointment of Ernst & Young LLP as the independent registered public accounting                                      firm for the fiscal year ending December 31, 2024:

ForAgainstAbstainedBroker Non-Votes
172,986,5091,141,983159,992n/a

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 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.
(Registrant)
Date: May 15, 2024By:/s/ Stephen V. Horn
Name:Stephen V. Horn
Title:Executive Vice President, Chief Financial Officer & Chief Accounting Officer


v3.24.1.1.u2
Cover
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name EMPIRE STATE REALTY TRUST, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-36105
Entity Tax Identification Number 37-1645259
Entity Address, Address Line One 111 West 33rd Street,
Entity Address, Address Line Two 12th Floor
Entity Address, City or Town New York,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10120
City Area Code 212
Local Phone Number 687-8700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.01 per share
Trading Symbol ESRT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001541401
Amendment Flag false
Empire State Realty (NYSE:ESRT)
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