Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2019




(Exact Name of Registrant as Specified in its Charter)




Maryland   001-36105   37-1645259
(State or other Jurisdiction
of Incorporation)


File Number)

  (I.R.S. Employer
Identification No.)


111 West 33rd Street

12th Floor

New York, New York

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

Not Applicable

(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))

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 1, 2019, the Board of Directors of Empire State Realty Trust, Inc. (the “Company”) adopted the Third Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately, to provide stockholders with the right to amend the bylaws, as more particularly described below.

Article XIV of the Amended Bylaws permits the stockholders of the Company to amend the bylaws by the affirmative vote of the holders of a majority of all the votes entitled to be cast on the matter. Prior to the adoption of the Amended Bylaws, the exclusive power to amend the bylaws was vested in the Board of Directors. The Board of Directors continues to have the power to alter or repeal any bylaw provision, to adopt new bylaw provisions and to make new bylaws, co-extensive with the right of the stockholders described herein.

A stockholder proposal submitted under the Amended Bylaws may not alter or repeal, or adopt any provision inconsistent with the provisions of the Amended Bylaws: (i) providing for indemnification of directors and officers of the Company or (ii) setting forth the procedures for amendment of the bylaws, in either case, without the approval of the Board of Directors.

The foregoing description of the Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended Bylaws, which is being filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits

(d)    Exhibits.


Exhibit No.



3.1    Third Amended and Restated Bylaws of Empire State Realty Trust, Inc.


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: March 7, 2019     By:   /s/ Thomas N. Keltner, Jr.
    Name:   Thomas N. Keltner, Jr.
    Title:   Executive Vice President, General Counsel and Secretary