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ESRT > SEC Filings for ESRT > Form 8-K on 13-Jun-2014All Recent SEC Filings

Show all filings for EMPIRE STATE REALTY TRUST, INC.

Form 8-K for EMPIRE STATE REALTY TRUST, INC.


13-Jun-2014

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2014 Annual Stockholders Meeting of Empire State Realty Trust, Inc. (the "Company") was held on June 11, 2014.

(b) The Class A and Class B Common Stockholders (i) elected all 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 the advisory vote on the compensation of the named executive officers should occur every year, and (iv) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The results of the meeting were as follows:

(i) Election of Directors:

                                                                Broker
              Nominees                   For       Withheld    Non-Votes
              Anthony E. Malkin      109,504,083   4,432,398   4,311,694
              William H. Berkman     113,036,173     900,308   4,311,694
              Alice M. Connell       113,078,509     857,972   4,311,694
              Thomas J. DeRosa       112,797,253   1,139,228   4,311,694
              Steven J. Gilbert      113,056,265     880,216   4,311,694
              S. Michael Giliberto   113,076,338     860,143   4,311,694
              Lawrence E. Golub      113,030,581     905,900   4,311,694

(ii) Approval, on a non-binding advisory basis, of the compensation of the named executive officers:

Aggregate Votes For Against Abstained Broker Non-Votes 112,487,796 1,340,105 108,580 4,311,694

(iii) Recommendation, on a non-binding advisory basis, of the frequency of stockholder votes on the compensation of the named executive officers:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 109,541,458 154,730 3,820,866 419,427 4,311,694

(iv) Ratification of the Appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014:

Aggregate Votes For Against Abstained Broker Non-Votes 115,636,889 2,551,851 59,435 N/A

With respect to the preceding matters, holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to 50 votes per share, so long as such Class B common stockholder continues 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 vote together as a single class on the matters covered at the meeting, and their votes are counted and totaled together.

As disclosed above, a majority of the votes cast voted, in a non-binding vote, in favor of having a stockholder vote to approve the compensation of the named executive officers every year. In light of such vote, and consistent with the Company's recommendation, the Company's board of directors determined that it currently intends to include an advisory vote to approve the compensation of the named executive officers every year until the next vote on the frequency of stockholder votes on the compensation of the named executive officers.


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