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8-K

Sl Green Realty Corp (SLG)

8-K 2025-06-03 For: 2025-06-03
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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): June 3, 2025 (June 3, 2025)

SL

GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

Maryland 1-13199 13-3956775
(State or other jurisdiction of <br><br>incorporation) (Commission File Number) (I.R.S. Employer Identification <br><br>Number)
One Vanderbilt Avenue New York, New York 10017 <br><br>(Address of principal executive offices, including zip code)
---

Registrants’ telephone number, including area code:

(212

) 594-2700

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:

Registrant Trading Symbol Title of Each Class Name of Each Exchange onWhich Registered
SL Green Realty Corp. SLG Common Stock, $0.01 par value New York Stock Exchange
SL Green Realty Corp. SLG.PRI 6.500%<br> 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 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 5.07. Submission of Matters to a Vote of Security Holders

(a)  SL Green Realty Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2025.

(b)  The Annual Meeting was held for the purpose of: (i) electing eight directors to serve on the Company’s Board of Directors until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualify; (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iv) approving the Sixth Amended and Restated 2005 Stock Option and Incentive Plan. Further information regarding the foregoing proposals is contained in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2025. The total number of shares of common stock entitled to vote at the Annual Meeting was 71,010,969 of which 60,385,199 shares, or approximately 85.0%, were present in person or by proxy.  The results of the meeting are as follows:

Proposal 1

John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, Peggy Lamb and Andrew W. Mathias were elected, with approximately 75.2%, 99.2%, 81.5%, 95.9%, 92.8%, 95.3%, 98.6% and 89.8%, respectively, of the votes cast voting in favor, as the directors of the Company for a one-year term and until their successors are duly elected and qualify.

Votes For Votes Against Votes Abstaining Broker Non-Votes
John H. Alschuler 40,653,948 13,414,241 52,361 6,264,649
Carol N. Brown 53,618,967 436,451 65,132 6,264,649
Lauren B. Dillard 44,043,610 10,026,894 50,046 6,264,649
Stephen L. Green 51,856,744 2,212,044 51,762 6,264,649
Craig M. Hatkoff 50,070,991 3,909,007 140,552 6,264,649
Marc Holliday 51,526,183 2,542,097 52,270 6,264,649
Peggy Lamb 53,319,287 751,134 50,129 6,264,649
Andrew W. Mathias 48,568,216 5,498,221 54,113 6,264,649

Proposal 2

The proposal to approve, on an advisory basis, the Company’s executive compensation was approved, with approximately 68.7% of the votes cast voting in favor.

Votes For Votes Against Votes Abstaining Broker Non-Votes
37,140,811 16,914,170 65,569 6,264,649

Proposal 3

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, with approximately 99.9% of the votes cast voting in favor.

Votes For Votes Against Votes Abstaining
60,246,737 78,374 60,088

Proposal 4

The proposal to approve the Sixth Amended and Restated 2005 Stock Option and Incentive Plan was approved, with approximately 82.0% of the votes cast voting in favor.

Votes For Votes Against Votes Abstaining Broker Non-Votes
44,289,261 9,753,109 78,180 6,264,649

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.

Date:  June 3, 2025

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