Current Report Filing (8-k)

false0001541401000155307900015414012020-10-062020-10-060001541401esrt:EmpireStateRealtyOPLPMember2020-10-062020-10-060001541401us-gaap:CommonClassAMember2020-10-062020-10-060001541401esrt:EmpireStateRealtyOPLPMemberesrt:SeriesESOperatingPartnershipUnitsMember2020-10-062020-10-060001541401esrt:Series60OperatingPartnershipUnitsMemberesrt:EmpireStateRealtyOPLPMember2020-10-062020-10-060001541401esrt:Series250OperatingPartnershipUnitsMemberesrt:EmpireStateRealtyOPLPMember2020-10-062020-10-06

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): October 6, 2021

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: [phone]

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.

On October 6, 2021, prior to the October 7, 2021 expiration of the Amended and Restated Employment Agreement between Empire State Realty Trust, Inc. (the “Company”) and Anthony E. Malkin (the “Executive”), dated April 5, 2016, as amended by the First Amendment thereto, dated October 5, 2018 (collectively, the “Original Agreement”), upon a recommendation from the Compensation and Human Capital Committee of the Board of Directors (the “Board”) of the Company, the Board approved a Second Amended and Restated Employment Agreement between the Company and the Executive (the “New Agreement”). The New Agreement extends the Executive’s employment term for three years to October 7, 2024 (the “Term”). The New Agreement also modifies the Original Agreement to, among other changes:

•Modify the definition of “Good Reason” in certain respects as set forth in the New Agreement;

•Provide the Executive with a retention bonus to incentivize the Executive to remain employed through the Term in the amount of $700,000 to be paid at the end of the Term or upon termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason; and

•Reduce the period of the non-competition provision from one year to six months following a termination.

The foregoing summary of the New Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.

Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Second Amended and Restated Employment Agreement
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: October 8, 2021

By:

/s/ Thomas N. Keltner, Jr.

Name:

Thomas N. Keltner, Jr.

Title:

Executive Vice President and General Counsel

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: October 8, 2021

By:

/s/ Thomas N. Keltner, Jr.

Name:

Thomas N. Keltner, Jr.

Title:

Executive Vice President and General Counsel