Empire State Realty Trust (NYSE: ESRT) shareholders back directors, equity plan and auditor

Rhea-AI Filing Summary

Empire State Realty Trust, Inc. reported results of its 2026 annual shareholders meeting held on May 14, 2026. Stockholders elected all director nominees, approved on a non-binding advisory basis the compensation of named executive officers, and chose to hold future advisory say‑on‑pay votes every year.

Stockholders also approved the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2026 Equity Incentive Plan and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Malkin director votes: 179,453,981 For / 7,974,054 Against Say-on-pay votes: 174,613,728 For / 12,332,472 Against Say-on-pay frequency: 184,617,404 votes for 1 year +2 more

5 metrics

Malkin director votes 179,453,981 For / 7,974,054 Against Election of Anthony E. Malkin as director

Say-on-pay votes 174,613,728 For / 12,332,472 Against Advisory vote on NEO compensation

Say-on-pay frequency 184,617,404 votes for 1 year Advisory vote on frequency of say-on-pay

Equity plan approval 147,323,711 For / 40,103,412 Against 2026 Equity Incentive Plan

Auditor ratification 192,208,050 For / 1,039,982 Against Ernst & Young LLP for 2026

Key Terms

non-binding, advisory basis, 2026 Equity Incentive Plan, broker non-votes, independent registered public accounting firm, +1 more

5 terms

non-binding, advisory basis regulatory

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

2026 Equity Incentive Plan financial

"approved the Empire Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan"

broker non-votes regulatory

"Nominees | For | Against | Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class B common stock financial

"holders of Class B common stock were entitled to 50 votes per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Understanding 8-K Material Events →

0001541401FALSE00015414012026-05-142026-05-14

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): May 14, 2026

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.)

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:

☐			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

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 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2026 annual shareholders meeting of Empire State Realty Trust, Inc. (the “Company”) was held on May 14, 2026.                        

(b) The Class A and Class B common stockholders of the Company (i) elected all of the Company’s nominees for director, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, (iii) approved, on a non-binding, advisory basis, that future advisory votes on NEO compensation will occur on an annual basis, (iv) approved the Empire Realty Trust, Inc. Empire State Realty OP, L.P. 2026 Equity Incentive Plan, and (v) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the meeting were as follows:

(i) Election of Directors:

Nominees						For						Against						Abstained						Broker Non-Votes
Anthony E. Malkin						179,453,981						7,974,054						92,266						5,796,161
Steven J. Gilbert						176,229,642						11,194,024						96,635						5,796,161
S. Michael Giliberto						180,951,409						6,471,994						96,898						5,796,161
Patricia S. Han						184,360,244						2,551,178						608,879						5,796,161
Grant H. Hill						184,670,691						2,215,569						634,041						5,796,161
R. Paige Hood						184,702,390						2,749,925						67,986						5,796,161
George L. W. Malkin						185,429,070						2,009,636						81,595						5,796,161
James D. Robinson IV						181,360,604						6,042,326						117,371						5,796,161
Christina Van Tassell						184,688,279						2,208,037						623,985						5,796,161
Hannah Y. Yang						184,702,714						2,192,245						625,342						5,796,161

(ii) Approval, on a non-binding advisory basis, of the compensation of the named executive officers:

For						Against						Abstained						Broker Non-Votes
174,613,728						12,332,472						574,101						5,796,161

(iii) Approval, on a non-binding, advisory basis, whether future advisory votes on NEO compensation should occur every one, two, or three years:

1 Year						2 Years						3 Years						Abstained						Broker Non-Votes
184,617,404						55,596						2,552,044						295,257						5,796,161

(iv) Approval of the Empire State Realty Trust, Inc. Empire State Realty Trust OP, L.P. 2026 Equity Incentive Plan:

For						Against						Abstained						Broker Non-Votes
147,323,711						40,103,412						93,178						5,796,161

(v) Ratification of the Appointment of Ernst & Young LLP as the independent registered public accounting                                      firm for the fiscal year ending December 31, 2026:

For

Against

Abstained

Broker Non-Votes

192,208,050

1,039,982

68,430

n/a

With respect to the preceding matters, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 50 votes per share, so long as such Class B common stockholder continued to own 49 operating partnership units in Empire State Realty OP, L.P. for each such share of Class B common stock. Holders of Class A common stock and Class B common stock voted together as a single class on the matters covered at the meeting, and their votes were counted and totaled together.

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: May 19, 2026

By:

/s/ Stephen V. Horn

Name:

Stephen V. Horn

Title:

Executive Vice President, Chief Financial Officer

FAQ

What did Empire State Realty Trust (ESRT) shareholders decide at the 2026 annual meeting?

Shareholders approved all major proposals at the 2026 meeting. They elected all director nominees, gave advisory approval to executive compensation, chose annual say‑on‑pay votes, approved the 2026 Equity Incentive Plan, and ratified Ernst & Young LLP as independent auditor for 2026.

How did Empire State Realty Trust (ESRT) shareholders vote on director elections in 2026?

All Empire State Realty Trust director nominees were elected in 2026. Each nominee received substantially more votes "For" than "Against". For example, Anthony E. Malkin received 179,453,981 votes for and 7,974,054 against, with additional abstentions and broker non‑votes recorded.

What was the 2026 say-on-pay result for Empire State Realty Trust (ESRT)?

Shareholders gave advisory approval to ESRT’s executive pay in 2026. The compensation of named executive officers received 174,613,728 votes for, 12,332,472 against, and 574,101 abstentions, with 5,796,161 broker non‑votes, indicating support for the current pay program.

How often will Empire State Realty Trust (ESRT) hold future say-on-pay votes?

Shareholders favored annual say‑on‑pay votes at ESRT. The one‑year frequency received 184,617,404 votes, compared with 55,596 for two years and 2,552,044 for three years, plus 295,257 abstentions and 5,796,161 broker non‑votes.

Did Empire State Realty Trust (ESRT) shareholders approve the 2026 Equity Incentive Plan?

Yes, shareholders approved the 2026 Equity Incentive Plan. The plan received 147,323,711 votes for, 40,103,412 against, and 93,178 abstentions, along with 5,796,161 broker non‑votes, authorizing the company’s new equity-based incentive framework.

Who is the independent auditor for Empire State Realty Trust (ESRT) for 2026?

Ernst & Young LLP was ratified as ESRT’s 2026 auditor. Shareholders cast 192,208,050 votes for ratification, 1,039,982 against, and 68,430 abstentions, confirming Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB