EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On March2, 2018, the Board of Directors of Empire State Realty Trust, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective as of March2, 2018, to implement proxy access. The Amended Bylaws also reflect certain conforming, technical and clarifying changes made to the previous bylaws of the Company.

The Amended Bylaws include a new Section2.14 that permits a stockholder, or group of no more than 20 stockholders, meeting specified eligibility requirements, to include director nominees in the Company’s proxy materials for annual meetings of its stockholders. The maximum number of director nominees that may be submitted to these provisions may not exceed 20% of the number of directors then in office. In order to be eligible to utilize the proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:

have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock of the Company continuously for at least the prior three (3)years;
represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control at the Company and that such stockholder or group does not presently have such intent; and
provide a notice requesting the inclusion of director nominees in the Company’s proxy materials and provide other required information to the Company not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is advanced or delayed by more than 30 days from the anniversary date of the prior year’s annual meeting).

Additionally, all director nominees submitted through these provisions must be independent ( to the requirements under the rules of the primary stock exchange on which the common stock of the Company is listed, the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors, as well as the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the common stock of the Company is listed) and meet specified additional criteria. Stockholders will not be entitled to utilize this proxy access right at an annual meeting if the Company receives notice through its traditional advanced notice by-law provisions that a stockholder intends to nominate a director at such meeting.

Item 5.03 Financial Statements and Exhibits


Empire State Realty Trust, Inc. Exhibit
EX-3.1 2 d488787dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 EMPIRE STATE REALTY TRUST,…
To view the full exhibit click here

About EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT)

Empire State Realty Trust, Inc. is a real estate investment trust. The Company owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area. The Company’s segments include Real Estate, Observatory and Other. The Real Estate segment includes the Company’s activities related to the ownership, management, operation, acquisition, repositioning and disposition of its real estate assets. The Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. The Other segment includes the Company’s activities related to providing construction services to tenants and to other entities. The Company’s total portfolio contains approximately 10.1 million rentable square feet of office and retail space. The Company’s portfolio includes approximately 10 office properties and over six standalone retail properties.

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