Empire State Realty Trust, Inc 8-K, filed May 20, 2020
Empire State Realty Trust, Inc. (ESRT)
About this 8-K
Empire State Realty Trust, Inc filed this 8-K on May 20, 2020, reporting on events of May 14, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The 2020 Annual Stockholders Meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 14, 2020. |
| (b) | The Class A and Class B common stockholders of the Company (i) elected all of the director nominees to serve on the board of directors of the Company until the next annual meeting of stockholders in 2021 or until their successors are elected and qualify, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, (iii) approved, on a non-binding, advisory basis, the frequency of stockholder votes on the compensation of the Company’s named executive officers, 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, 2020. The results of the meeting were as follows: |
| (i) | Election of directors: |
| Nominees |
For |
Withheld |
Broker Non-Votes |
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| Anthony E. Malkin |
189,013,496 |
6,332,482 |
7,437,388 |
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| William H. Berkman |
192,965,056 |
2,380,922 |
7,437,388 |
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| Leslie D. Biddle |
192,980,665 |
2,365,313 |
7,437,388 |
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| Thomas J. DeRosa |
193,643,324 |
1,702,654 |
7,437,388 |
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| Steven J. Gilbert |
185,294,693 |
10,051,285 |
7,437,388 |
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| S. Michael Giliberto |
185,599,202 |
9,746,776 |
7,437,388 |
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| Patricia S. Han |
193,646,596 |
1,699,382 |
7,437,388 |
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| James D. Robinson IV |
189,332,980 |
6,012,998 |
7,437,388 |
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| (ii) | Approval, on a non-binding, advisory basis, of the compensation of the named executive officers: |
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 121,036,745 |
74,048,768 |
260,465 |
7,437,388 |
| (iii) | Approval, on a non-binding, advisory basis, of the frequency of stockholder votes on the compensation of the named executive officers: |
| One Year |
Two Years |
Three Year |
Abstained |
Broker Non- Votes | ||||
| 192,077,459 |
163,171 |
2,839,606 |
265,742 |
7,437,388 |
| (iv) | Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020: |
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 201,663,693 |
954,877 |
164,796 |
0 |
With respect to the preceding matters, each holder of Class A common stock was entitled to one vote per share, and each holder of Class B common stock was entitled to 50 votes per share, so long as such holder of Class B common stock continued to own 49 common units of limited partnership interest in Empire State Realty OP, L.P., the operating partnership of the Company, 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, as amended, 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 20, 2020 |
By: |
/s/ Thomas N. Keltner, Jr. | ||||
| Name: |
Thomas N. Keltner, Jr. | |||||
| Title: |
Executive Vice President & General Counsel | |||||