Form 8-K - Current report

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): February 20, 2024

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.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36106

45-4685158

(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

Empire State Realty OP, L.P.

Series ES Operating Partnership Units

ESBA

NYSE Arca, Inc.

Series 60 Operating Partnership Units

OGCP

NYSE Arca, Inc.

Series 250 Operating Partnership Units

FISK

NYSE Arca, Inc.

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 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotion of Christina Chiu to President

On February 20, 2024, Christina Chiu, age 43, formerly Executive Vice President, Chief Operating Officer and Chief Financial Officer of Empire State Realty Trust, Inc. (the “Company”), was promoted to serve as the Company’s President, effective as of such date. Anthony E. Malkin will continue to serve in the roles of Chairman of the board of directors (the “Board”) and Chief Executive Officer of the Company. The Board has determined not to fill the position of chief operating officer.

Ms. Chiu joined the Company as Executive Vice President and Chief Financial Officer in May 2020 and was promoted to the additional role of Chief Operating Officer in December 2022. In such roles, she has been responsible for financial reporting, capital markets, financial planning and analysis, investor relations, tax, treasury, as well as information technology, legal and human resources. Biographical information for Ms. Chiu can be found in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, which such information is incorporated herein by reference.

Promotion of Stephen V. Horn to EVP, Chief Financial Officer & Chief Accounting Officer

On February 20, 2024, Stephen V. Horn, age 38, formerly Senior Vice President, Chief Accounting Officer of the Company, was promoted to Executive Vice President, Chief Financial Officer & Chief Accounting Officer of the Company, effective as of such date. Mr. Horn joined the Company as Deputy Chief Accounting Officer in December 2020 and was promoted to Chief Accounting Officer in February 2021. Prior to joining the Company, Mr. Horn spent over a decade with Ernst & Young LLP where he served as an auditor for a variety of clients, including some of the Company’s REIT peers and other real estate companies. Mr. Horn is a certified public accountant, and earned a Bachelor of Arts, Accounting degree and a Master of Science, Accounting degree from Michigan State University in 2008 and 2009, respectively.

There are no arrangements or understandings between Ms. Chiu or Mr. Horn and any other person pursuant to which either of the foregoing appointments would occur. Neither Ms. Chiu nor Mr. Horn has any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01.			Regulation FD Disclosure.

On February 20, 2024, the Company issued a press release announcing the above-described appointments. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release dated February 20, 2024 .
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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: February 20, 2024

By:

/s/ Heather L. Houston

Name:

Heather L. Houston

Title:

Secretary

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 OP, L.P.

(Registrant)

By: Empire State Realty Trust, Inc., as general partner

Date: February 20, 2024

By:

/s/ Heather L. Houston

Name:

Heather L. Houston

Title:

Secretary

Empire State Realty Trust Appoints

Christina Chiu as President

Stephen V. Horn as Chief Financial Officer & Chief Accounting Officer

Chiu previously served as Executive Vice President, Chief Operating Officer & Chief Financial Officer; Horn previously served as Senior Vice President, Chief Accounting Officer

New York (Feb. 20, 2024) – Empire State Realty Trust, Inc. (NYSE: ESRT) announced today that Executive Vice President, Chief Operating Officer & Chief Financial Officer Christina Chiu has been promoted to President. Anthony E. Malkin will continue to serve as Chairman and Chief Executive Officer. Additionally, Senior Vice President, Chief Accounting Officer Stephen V. Horn has been promoted to Executive Vice President, Chief Financial Officer & Chief Accounting Officer.

“In her nearly four years with ESRT, Christina has grown with experience, led with strength, contributed materially to the sector leading successes of ESRT, and been a great partner. Her well-deserved promotion recognizes her capabilities, responsibilities, and value add to ESRT and reflects our success in the attraction, development and promotion of talent for our present and future opportunities,” said Anthony E. Malkin, ESRT Chairman and CEO.

“Steve Horn has been a tremendous asset to ESRT since he joined us in December 2020, and his promotion to Chief Financial Officer & Chief Accounting Officer reflects our view of his capabilities,” said Christina Chiu. “When we brought Steve on board, we had his potential to fill this role in mind, and I will continue to work closely with Steve on his growth and development in his new role at ESRT.”

Tom Durels continues in his role as EVP, Real Estate and as a key partner to Malkin, Chiu and Horn. Chiu continues her close partnerships with Malkin and Durels on all matters. Horn has been an integral member of ESRT’s management team, performed exceptionally well in his Chief Accounting Officer role, and has deep knowledge of financial reporting.

More information about the ESRT leadership can be found online.

# # #

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT) is a NYC-focused REIT that owns and operates a portfolio of modernized, amenitized, and well-located office, retail, and multifamily assets. The company is the recognized leader in energy efficiency and indoor environmental quality. ESRT’s flagship Empire State Building – the “World’s Most Famous Building” – includes its Observatory, the #1 attraction in the U.S. in Tripadvisor’s 2023 Travelers’ Choice Awards: Best of the Best for two consecutive years. As of December 31, 2023, ESRT's portfolio is comprised of approximately 8.6 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 727 residential units. More information about Empire State Realty Trust can be found at esrtreit.com and by following ESRT on Facebook, Instagram, TikTok, X, and LinkedIn.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for

forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. You can identify these statements by use of words such as “aims," "anticipates," "approximately," "believes," "contemplates," "continues," "estimates," "expects," "forecasts," "hope," "intends," "may," "plans," "seeks," "should," "thinks," "will," "would" or the negative of these words and phrases or similar words or expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond ESRT's control and could materially affect actual results, performance or achievements. These factors include, without limitation, the risks and uncertainties detailed from time to time in ESRT’s and Empire State Realty OP, L.P.’s (“ESROP”) filings with the SEC, including those set forth in each of ESRT’s and ESROP’s Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors,” and any failure of the conditions or events cited in this release. Except as may be required by law, ESRT and ESROP do not undertake a duty to update any forward-looking statement, whether as a result of new information, future events or otherwise.

MEDIA CONTACT:    

  
Empire State Realty Trust   
Brock Talbot   
212-850-2679

btalbot@esrtreit.com   

Source: Empire State Realty Trust, Inc.   

Cover	Feb. 20, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 20, 2024
Entity Registrant Name	EMPIRE STATE REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36105
Entity Tax Identification Number	37-1645259
Entity Address, Address Line One	111 West 33rd Street,
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10120
City Area Code	212
Local Phone Number	687-8700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001541401
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	ESRT
Security Exchange Name	NYSE
Empire State Realty OP, LP
Entity Information [Line Items]
Entity Registrant Name	EMPIRE STATE REALTY OP, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36106
Entity Tax Identification Number	45-4685158
Entity Central Index Key	0001553079
Empire State Realty OP, LP \| Series ES Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series ES Operating Partnership Units
Trading Symbol	ESBA
Security Exchange Name	NYSEArca
Empire State Realty OP, LP \| Series 60 Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series 60 Operating Partnership Units
Trading Symbol	OGCP
Security Exchange Name	NYSEArca
Empire State Realty OP, LP \| Series 250 Operating Partnership Units
Entity Information [Line Items]
Title of 12(b) Security	Series 250 Operating Partnership Units
Trading Symbol	FISK
Security Exchange Name	NYSEArca