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Empire State Realty Trust, Inc. — Proxy Solicitation & Information Statement 2021
Apr 1, 2021
31584_psi_2021-04-01_4b61ca03-0782-40fd-a57f-5116040d2710.zip
Proxy Solicitation & Information Statement
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DEF 14A 1 esrt3814851-def14a.htm DEFINITIVE PROXY STATEMENT
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only |
| (as permitted by Rule 14a-6(e)(2)) | |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule |
| 14a-12 |
Empire State Realty Trust, Inc.
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |
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PROXY GUIDE
| Notice of Annual Meeting | 3 |
|---|---|
| Proxy Summary | 4 |
| About Us | 4 |
| Our Competitive Strengths | 5 |
| Our Strategy | 5 |
| COVID-19 Impact on Our 2020 Performance | 6 |
| Environmental, Social and Governance Highlights | 9 |
| Board and Governance Highlights | 11 |
| Board Nominees | 12 |
| Executive Compensation Highlights | 13 |
| Corporate Governance | 17 |
| Board Composition and Refreshment | 17 |
| Director Skills to Support Our Strategy | 19 |
| Proposal 1 | 20 |
| Proposal 1: Election of Directors | ● |
| Information Regarding the Nominees | 20 |
| Our Chairman Emeritus | 25 |
| Leadership Structure of Our Board | 25 |
| Board Oversight of Strategy | 25 |
| Board Oversight of Risk | 26 |
| Board Committees | 27 |
| Other Board Matters | 28 |
| Compensation of Directors | 30 |
| Environmental, Social and Governance (ESG) | 31 |
| Awards and Industry Leadership | 31 |
| ESG Key Performance Indicators (KPIs) | 32 |
| Environmental Performance | 33 |
| Social Performance | 37 |
| Governance Performance | 41 |
| Board and Management Oversight of ESG | 41 |
| Our Executive Officers | 44 |
| Compensation Discussion and Analysis | 45 |
| Executive Compensation Highlights | 45 |
| COVID-19 Impact on 2020 Compensation | 46 |
| Shareholder Engagement on Executive Compensation | 47 |
| 2021 Changes to NEO Compensation Program | 49 |
| 2020 Compensation Outcomes | 51 |
| Compensation Program Objectives | 52 |
| Compensation Setting Process | 52 |
| Compensation by Component | 56 |
| Base Salaries | 56 |
| Annual Incentive Bonus Opportunities | 57 |
| Long-Term Equity Incentive Compensation | 63 |
| Other Compensation Policies and Practices | 66 |
| Compensation and Human Capital Committee Report | 69 |
| Compensation and Human Capital Committee Interlocks and Insider Participation | 70 |
| Proposal 2 | 70 |
| Proposal 2: Non-Binding, Advisory Vote to Approve the Compensation of Named Executive Officers | ● |
| Executive Compensation Tables | 71 |
| 2020 Summary Compensation Table | 71 |
| 2020 Grants of Plan-Based Awards | 73 |
| 2020 Outstanding Equity Awards at Fiscal Year-End | 74 |
| 2020 Option Exercises and Stock Vested | 75 |
| 2020 CEO Pay Ratio | 76 |
| Employment Agreement and Severance Agreements | 77 |
| Employment Agreement with Our Chairman, President and CEO | 77 |
| Change in Control Severance Agreements | 79 |
| Potential Payments Upon Termination | 82 |
| Audit | 83 |
| Proposal 3 | 83 |
| Proposal 3: Ratification of Election of Independent Registered Public Accounting Firm | ● |
| Fee Disclosure | 83 |
| Pre-Approval Policies and Procedures of Our Audit Committee | 83 |
| Audit Committee Report | 84 |
| Security Ownership of Certain Beneficial Owners and Management | 85 |
| Certain Relationships and Related Party Transactions | 88 |
| Policies and Procedures with Respect to Related Party Transactions | 88 |
| QIA | 88 |
| Transactions and Agreements with the Malkin Group | 89 |
| Other Matters | 93 |
| Questions and Answers About the Annual Meeting | 93 |
| Additional Annual Meeting and Voting Matters | 97 |
| Shareholder Proposals and Proxy Access | 98 |
| Cautionary Note Regarding Forward-Looking Statements | 99 |
| Appendices: | |
| Non-GAAP Financial Measures | A-1 |
| Additional Information Related to Our Environmental Performance Measures | B-1 |
2 www.empirestaterealtytrust.com
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