Empire State Realty Trust Inc

This proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers for fiscal 2025 as detailed in the proxy statement (CD&A, compensation tables, and narrative). Management seeks ratification to validate its executive pay design — which emphasizes pay-for-performance, long-term equity incentives (majority performance-based, significant LTIP structure tied to relative TSR, sustainability metrics and operational goals), bonus elections into LTIP units, and clawback and other governance practices. The board recommends a FOR vote, stating that the program aligns executives’ interests with shareholders, employs multiple metrics to avoid excessive risk-taking, uses independent compensation consultants, and reflects historic strong shareholder support. Context includes historically high say-on-pay approval (~96%), significant equity-based compensation (including LTIP units with time and performance vesting and a two-year post-vesting hold), and company-specific performance (Core FFO, same-store NOI and observatory results). A FOR vote is non-binding but will be considered by the Compensation Committee in future decisions; a significant negative vote would trigger further evaluation by the Committee.

This proposal asks shareholders to indicate their preferred frequency for future say-on-pay advisory votes — options are every one, two or three years. Management and the board recommend an annual vote, reasoning that yearly input provides timely feedback to the Compensation Committee and better aligns shareholder engagement with evolving pay practices. The recommendation rests on prior shareholder support for annual votes (98% in 2020) and the company’s ongoing practice of annual say-on-pay votes. The vote is advisory and non-binding; the board will consider the outcome when determining the cadence of future advisory votes.

Management proposes adoption of the 2026 Equity Incentive Plan to replace the 2024 Equity Plan and create a new reserve of 15,000,000 Class A shares for grants (including LTIP units, restricted stock, options, SARs, and performance awards). The company seeks approval to ensure it has adequate capacity to continue equity-based pay to attract and retain talent given previous plan depletion driven by lower stock price and historical grant sizes. Key governance features include a minimum one-year vesting (with limited exceptions), a $1,000,000 annual limit on non-employee director compensation, no repricing without shareholder approval, double-trigger change-in-control vesting, and recycling rules for forfeited awards (with certain exclusions). The Compensation Committee set the reserve after benchmarking and considering pay practices — notably the company’s emphasis on performance-based equity linked to relative TSR, sustainability metrics and operational goals — and shareholder history of strong say-on-pay support. Approval would enable continued long-term alignment of management incentives with shareholder value creation and operational strategy execution; failure to approve could constrain hiring and retention and force alternative, less-aligned cash compensation. The board unanimously recommends a FOR vote.

This proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the independent registered public accounting firm for 2026. Management presents this as a routine governance matter; ratification is not legally required but is standard practice. The Audit Committee reviewed EY’s independence, qualifications, and fee arrangements and concluded EY is appropriate to serve. The board recommends a FOR vote. Because this is a routine auditor ratification, an extended analytical summary is not required.