esrt-20260514
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 14, 2026
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-36105 | 37-1645259 | ||||||||||||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
111 West 33rd Street, | 12th Floor | |||||||
| New York, | New York | 10120 | ||||||
| (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. | ||||||||||||||
| Class A Common Stock, par value $0.01 per share | ESRT | The 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 2026 annual shareholders meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 14, 2026.
(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, (iii) approved, on a non-binding, advisory basis, that future advisory votes on NEO compensation will occur on an annual basis, (iv) approved the Empire Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan, and (v) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the meeting were as follows:
(i) Election of Directors:
| Nominees | For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||||
| Anthony E. Malkin | 179,453,981 | 7,974,054 | 92,266 | 5,796,161 | ||||||||||||||||||||||
| Steven J. Gilbert | 176,229,642 | 11,194,024 | 96,635 | 5,796,161 | ||||||||||||||||||||||
| S. Michael Giliberto | 180,951,409 | 6,471,994 | 96,898 | 5,796,161 | ||||||||||||||||||||||
| Patricia S. Han | 184,360,244 | 2,551,178 | 608,879 | 5,796,161 | ||||||||||||||||||||||
| Grant H. Hill | 184,670,691 | 2,215,569 | 634,041 | 5,796,161 | ||||||||||||||||||||||
| R. Paige Hood | 184,702,390 | 2,749,925 | 67,986 | 5,796,161 | ||||||||||||||||||||||
| George L. W. Malkin | 185,429,070 | 2,009,636 | 81,595 | 5,796,161 | ||||||||||||||||||||||
| James D. Robinson IV | 181,360,604 | 6,042,326 | 117,371 | 5,796,161 | ||||||||||||||||||||||
| Christina Van Tassell | 184,688,279 | 2,208,037 | 623,985 | 5,796,161 | ||||||||||||||||||||||
| Hannah Y. Yang | 184,702,714 | 2,192,245 | 625,342 | 5,796,161 | ||||||||||||||||||||||
(ii) Approval, on a non-binding advisory basis, of the compensation of the named executive officers:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 174,613,728 | 12,332,472 | 574,101 | 5,796,161 | |||||||||||||||||
(iii) Approval, on a non-binding, advisory basis, whether future advisory votes on NEO compensation should occur every one, two, or three years:
| 1 Year | 2 Years | 3 Years | Abstained | Broker Non-Votes | ||||||||||||||||||||||
| 184,617,404 | 55,596 | 2,552,044 | 295,257 | 5,796,161 | ||||||||||||||||||||||
(iv) Approval of the Empire State Realty Trust, Inc. Empire State Realty Trust OP, L.P. 2026 Equity Incentive Plan:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 147,323,711 | 40,103,412 | 93,178 | 5,796,161 | |||||||||||||||||
(v) Ratification of the Appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 192,208,050 | 1,039,982 | 68,430 | n/a | |||||||||||||||||
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.
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: May 19, 2026 | By: | /s/ Stephen V. Horn | ||||||||||||
| Name: | Stephen V. Horn | |||||||||||||
| Title: | Executive Vice President, Chief Financial Officer | |||||||||||||