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Form 8-K Empire State Realty Trus For: May 12

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May 17, 2022 8:01 AM EDT
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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): May 12, 2022
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) 850-2600
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 5.07.Submission of Matters to a Vote of Security Holders.

(a)    The 2022 annual shareholders meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 12, 2022.

(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 and (iii) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the meeting were as follows:

(i)    Election of Directors:

NomineesForWithheldBroker Non-Votes
Anthony E. Malkin170,337,1326,003,5598,194,281
Leslie D. Biddle173,207,2413,133,4508,194,281
Thomas J. DeRosa174,034,6852,306,0068,194,281
Steven J. Gilbert173,212,6893,128,0028,194,281
S. Michael Giliberto173,831,1192,509,5728,194,281
Patricia S. Han173,674,7632,665,9288,194,281
Grant H. Hill174,032,6562,308,0358,194,281
R. Paige Hood174,044,2482,296,4438,194,281
James D. Robinson IV170,124,7566,215,9358,194,281
(ii)    Approval, on a non-binding advisory basis, of the compensation of the named executive officers:

ForAgainstAbstainedBroker Non-Votes
168,668,5957,453,820218,2768,194,281

(iii)    Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022:
ForAgainstAbstainedBroker Non-Votes
183,633,196831,13170,6450

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.


Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.


Exhibit No.Description
104Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).



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 17, 2022By:/s/ Thomas N. Keltner, Jr.
Name:Thomas N. Keltner, Jr.
Title:Executive Vice President and General Counsel



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