Current Report Filing (8-k)
June 08 2021 - 4:07PM
Edgar (US Regulatory)
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2021-06-08
2021-06-08
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2021-06-08
2021-06-08
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Common Stock
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): June 8, 2021
SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
Maryland
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1-13199
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13-3956775
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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One Vanderbilt Avenue
New York, New York 10017
(Address
of principal executive offices, including zip code)
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Registrants’ telephone number, including area
code: (212) 594-2700
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(see
General Instruction A.2. below):
¨ 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:
Registrant
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Trading Symbol
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Title of Each Class
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Name of Each Exchange on
Which
Registered
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SL
Green Realty Corp.
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SLG
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Common Stock, $0.01 par value
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New York Stock Exchange
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SL
Green Realty Corp.
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SLG.PRI
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6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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.
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Submission of Matters to a Vote of Security Holders
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(a) SL Green Realty Corp. (the "Company") held
its Annual Meeting of Stockholders (the "Annual Meeting") on June 8, 2021.
(b) The Annual Meeting was held for the purpose of: (i) electing
nine directors to serve on the Company's Board of Directors until its 2022 annual meeting of stockholders and until their successors are
duly elected and qualify; (ii) approving, on an advisory basis, the Company's executive compensation; and (iii) ratifying the
appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31,
2021. Further information regarding the foregoing proposals is contained in the Company's Definitive Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on April 27, 2021. The total number of shares of common stock entitled to vote
at the Annual Meeting was 70,414,383, of which 53,492,479 shares, or approximately 75.97%, were present in person or by proxy. The
results of the meeting are as follows:
Proposal 1
John H. Alschuler, Betsy S. Atkins, Edwin T. Burton, III, Lauren
B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, John S. Levy and Andrew W. Mathias were elected, with approximately 90.31%,
98.95%, 82.64%, 97.41%, 97.19%, 87.57%, 87.73%, 90.18% and 95.79%, respectively, of the votes cast voting in favor, as the directors of
the Company for a one-year term and until their successors are duly elected and qualify.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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John H. Alschuler
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44,110,550
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4,732,390
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29,102
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4,620,437
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Betsy S. Atkins
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48,334,904
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511,429
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25,709
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4,620,437
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Edwin T. Burton III
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40,366,934
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8,477,765
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27,343
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4,620,437
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Lauren B. Dillard
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47,581,457
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1,265,550
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25,035
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4,620,437
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Stephen L. Green
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47,470,142
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1,372,854
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29,046
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4,620,437
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Craig M. Hatkoff
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42,771,326
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6,072,153
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28,563
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4,620,437
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Marc Holliday
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42,853,892
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5,992,327
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25,823
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4,620,437
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John S. Levy
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44,042,782
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4,798,621
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30,639
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4,620,437
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Andrew W. Mathias
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46,786,813
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2,057,671
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27,558
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4,620,437
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Proposal 2
The proposal to approve, on an advisory basis, the Company's executive
compensation was not approved, with approximately 34.48% of the votes cast voting in favor.
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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16,816,064
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31,959,379
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96,599
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4,620,437
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Proposal 3
The appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, with approximately 97.33% of the votes
cast voting in favor.
Votes For
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Votes Against
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Votes Abstaining
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52,031,685
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1,427,944
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32,850
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 8, 2021
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SL GREEN REALTY CORP.
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By:
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/s/ Andrew S. Levine
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Name:
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Andrew S. Levine
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Title:
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Executive Vice President, Chief Legal Officer and General Counsel
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