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Paramount Group, Inc. Proxy Solicitation & Information Statement 2016

Apr 7, 2016

31887_rns_2016-04-07_d5bcd373-ae56-4800-bd89-e4fda3f4900f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d159424ddefa14a.htm NOTICE AND ACCESS NOTICE AND ACCESS

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 x 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
x Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-12

PARAMOUNT GROUP, 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):

x 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:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 19, 2016.

PARAMOUNT GROUP, INC.
Meeting Type: Annual Meeting
For holders as of: The close of business on March 21, 2016
Date: May 19, 2016 Time: 12:00 PM EDT
Location: New York Hilton Midtown
1335 Avenue of the Americas
New York, New York
PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK, NY
10019 You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the
reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

| Proxy Materials
Available to VIEW or RECEIVE: | |
| --- | --- |
| NOTICE AND PROXY STATEMENT ANNUAL REPORT | |
| How to View Online: | |
| Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | |
| How to Request and Receive a PAPER or E-MAIL Copy: | |
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY INTERNET : | www.proxyvote.com |
| 2) BY TELEPHONE : | 1-800-579-1639 |
| 3) BY E-MAIL* : | [email protected] |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. | |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2016 to facilitate timely delivery. | |

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

1. Election of Directors
Nominees:
1a. Albert Behler
1b. Thomas Armbrust
1c. Martin Bussmann
1d. Dan Emmett
1e. Lizanne Galbreath
1f. Karin Klein
1g. Peter Linneman
1h. David O’Connor
1i. Katharina Otto-Bernstein
The Board of Directors recommends you vote FOR the following proposal:
2. Approval, on a non-binding advisory basis, of our named executive officer compensation.
The Board of Directors recommends you vote 1 YEAR on the following proposal:
3. Recommendation, by a non-binding advisory vote, on the frequency of named executive officer compensation votes.
The Board of Directors recommends you vote FOR the following proposal:
4. Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
NOTE: The proxies are also authorized to vote in their discretion on such other matters as may properly come before the meeting or any adjournment
thereof.