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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 1-13199 13-3956775
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer Identification
Number)

 

 

One Vanderbilt Avenue

New York, New York 10017

(Address of principal executive offices, including zip code)

 

 

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   Trading Symbol   Title of Each Class   Name of Each Exchange on Which
Registered
SL Green Realty Corp.   SLG   Common Stock, $0.01 par value   New York Stock Exchange
SL Green Realty Corp.   SLG.PRI   6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value   New York Stock Exchange

 

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. Submission of Matters to a Vote of Security Holders

 

(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.

 

    Votes For     Votes Against     Votes Abstaining     Broker Non-Votes  
John H. Alschuler     44,110,550       4,732,390       29,102       4,620,437  
Betsy S. Atkins     48,334,904       511,429       25,709       4,620,437  
Edwin T. Burton III     40,366,934       8,477,765       27,343       4,620,437  
Lauren B. Dillard     47,581,457       1,265,550       25,035       4,620,437  
Stephen L. Green     47,470,142       1,372,854       29,046       4,620,437  
Craig M. Hatkoff     42,771,326       6,072,153       28,563       4,620,437  
Marc Holliday     42,853,892       5,992,327       25,823       4,620,437  
John S. Levy     44,042,782       4,798,621       30,639       4,620,437  
Andrew W. Mathias     46,786,813       2,057,671       27,558       4,620,437  

 

 

 

 

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     Votes Against     Votes Abstaining     Broker Non-Votes  
  16,816,064       31,959,379       96,599       4,620,437  

 

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     Votes Against     Votes Abstaining  
  52,031,685       1,427,944       32,850  

 

 

 

 

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

 

  SL GREEN REALTY CORP.
   
  By: /s/ Andrew S. Levine
  Name: Andrew S. Levine
  Title: Executive Vice President, Chief Legal Officer and General Counsel

 

 

 

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