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): January 9, 2023
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
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| 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)
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| 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: (212) 687-8700
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:
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| ☐ | 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:
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| 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. ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 9, 2023, Leslie D. Biddle, one of the members of the board of directors (the “Board”) of Empire State Realty Trust, Inc. (the “Company”), advised of her intention to step down from the Board, effective as of January 16, 2023, to assume her new position of Special Assistant to the Undersecretary of Infrastructure at the U.S. Department of Energy. Ms. Biddle resigned without any disagreement with the Company on any matter relating to its operations, policies or practices.
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| Item 7.01 | Regulation FD Disclosure. |
On January 11, 2023, the Company issued a press release announcing the above-described departure. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | |
| 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.
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| | EMPIRE STATE REALTY TRUST, INC. (Registrant) |
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| Date: January 11, 2023 | | By: | | /s/ Christina Chiu |
| | Name: | | Christina Chiu |
| | Title: | | EVP, Chief Operating Officer & Chief Financial Officer |
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.
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| | EMPIRE STATE REALTY OP, L.P. (Registrant) By: Empire State Realty Trust, Inc., as general partner |
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| Date: January 11, 2023 | | By: | | /s/ Christina Chiu |
| | Name: | | Christina Chiu |
| | Title: | | EVP, Chief Operating Officer & Chief Financial Officer |
