Empire State Realty Trust, Inc 8-K, filed Jul 14, 2025
Empire State Realty Trust, Inc. (ESRT)
8-K
2025-07-14
For: 2025-07-13
View Original
Added on
April 08, 2026
About this 8-K
Empire State Realty Trust, Inc filed this 8-K on July 14, 2025, reporting on events of July 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): July 14, 2025 (July 13, 2025 )
(Exact Name of Registrant as Specified in its Charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Exact Name of Registrant as Specified in its Charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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. | ||||||||||||||
| Empire State Realty OP, L.P. | ||||||||||||||
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 | ||||
On July 13, 2025, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Empire State Realty Trust, Inc. (the “Company”), the Board appointed George L. W. Malkin to the Board, effective as of July 13, 2025, to serve until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified. In connection with such appointment, the Board increased its size from nine to ten members. Mr. George Malkin will serve as a member of the Board’s Finance Committee.
In connection with his service as director, Mr. George Malkin will be entitled to receive compensation consistent with the Company’s Director Compensation Policy for non-employee directors. Mr. George Malkin’s annual cash compensation and equity awards will be pro-rated to the date of his appointment to the Board.
In addition, the Company expects to enter into indemnification agreements with Mr. George Malkin substantially in the form of the indemnification agreement entered into with the Company’s other non-employee directors. The indemnification agreement generally provides for the indemnification and advancement of expenses to a director to the maximum extent permitted by Maryland law for claims, suits or proceedings arising out of his or her service to the Company. The description of the indemnification agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Form of Indemnification Agreement, which was filed by the Company with the SEC on February 28, 2018 as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and is incorporated herein by reference.
Mr. George Malkin is the son of Anthony E. Malkin, who is a director and the Chairman and Chief Executive Officer of the Company, and the grandson of Peter L. Malkin, who is the Chairman Emeritus of the Company. There are no other family relationships or any arrangement regarding his appointment between Mr. George Malkin and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. George Malkin has an interest in certain family trusts held for the benefit of the children of Anthony E. Malkin, which are referenced on page 77 of the Company’s annual proxy statement filed on April 3, 2025. There are no other transactions in which Mr. George Malkin has had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Item 7.01. | Regulation FD Disclosure. | ||||
A copy of the press release issued by the Company to announce the appointment of Mr. George Malkin to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Report on Form 8-K, formatted in Inline XBRL. | |||||||
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: July 14, 2025 | By: | /s/ Christina Chiu | ||||||||||||
| Name: | Christina Chiu | |||||||||||||
| Title: | President | |||||||||||||
EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner | ||||||||||||||
| Date: July 14, 2025 | By: | /s/ Christina Chiu | ||||||||||||
| Name: | Christina Chiu | |||||||||||||
| Title: | President | |||||||||||||
EMPIRE STATE REALTY TRUST ANNOUNCES GEORGE L. W. MALKIN HAS JOINED ITS BOARD OF DIRECTORS
New York, New York, July 14, 2025 -- Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”), today announced that George L. W. Malkin has joined its Board of Directors, effective July 13, 2025.
Mr. Malkin is President of Malkin Holdings. His career spans over a decade in operational and financial roles. Prior to Malkin Holdings, George was an executive at Sao Paulo based, private equity-backed wireless infrastructure multinational QMC Telecom, where he launched three international markets and served as Chief-of-Staff to the company's CEO. George also held multiple roles at the H.J. Heinz Company, where he implemented 3G Capital's restructuring and cost savings initiatives across the company's North American and Australian operations. George currently serves as a director at Map of Agriculture, a privately held agricultural data analytics business. He has a B.A. in International Relations with Honors from Stanford University, where he won the J.E. Wallace Sterling Award, and an M.B.A. from Stanford's Graduate School of Business. George is the son of Anthony E. Malkin, Chairman and Chief Executive Officer of the Company, and the grandson of Peter L. Malkin, Chairman Emeritus of the Company.
“We welcome George and his contributions to the board,” said Steven J. Gilbert, Empire State Realty Trust’s Lead Independent Director.
George added, “I am delighted to join Empire State Realty Trust’s Board of Directors and partner with such an accomplished leadership team.”
About Empire State Realty Trust
Empire State Realty Trust, Inc. (NYSE: ESRT) is a NYC-focused REIT that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets. ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory that was declared the #1 Attraction in the World – and the #1 Attraction in the U.S. for the third consecutive year – in Tripadvisor’s 2024 Travelers’ Choice Awards: Best of the Best Things to Do. The Company is a recognized leader in energy efficiency and indoor environmental quality. As of March 31, 2025, ESRT’s portfolio is comprised of approximately 7.9 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 732 residential units. More information about Empire State Realty Trust can be found at esrtreit.com and by following ESRT on Facebook, Instagram, TikTok, X, and LinkedIn.
Contact:
Investors
Empire State Realty Trust Investor Relations
(212) 850-2678
IR@esrtreit.com
Source: Empire State Realty Trust, Inc.
Category: FINANCIAL
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