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Shareholders back SL Green (NYSE: SLG) board, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SL Green Realty Corp. reported the results of its 2026 Annual Meeting of Stockholders. Holders of 71,116,386 common shares were entitled to vote, and 60,652,639 shares were represented in person or by proxy, an attendance of approximately 85.3%.

Shareholders elected eight directors, each receiving between approximately 90.5% and 99.0% of votes cast in favor. The advisory vote on executive compensation was approved with about 70.3% support. Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year, with approximately 99.9% of votes cast in favor.

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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.
Shares entitled to vote 71,116,386 shares Common stock entitled to vote at 2026 Annual Meeting
Shares represented 60,652,639 shares Present in person or by proxy; approximately 85.3% attendance
Director support range Approximately 90.5%–99.0% Votes cast in favor of each elected director
Say-on-pay support 70.3% of votes cast Advisory approval of executive compensation
Auditor ratification support 99.9% of votes cast Ratification of Deloitte & Touche LLP for fiscal year 2026
Say-on-pay votes for 37,861,551 votes Votes cast in favor of executive compensation proposal
Annual Meeting of Stockholders financial
"the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2026"
executive compensation financial
"approving, on an advisory basis, the Company’s executive compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
broker non-votes financial
"Votes Abstaining | | | 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.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): June 2, 2026 (June 2, 2026)

 

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

 

Maryland 1-13199 13-3956775
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer Identification
Number)

 

  One Vanderbilt Avenue
New York, New York 10017

(Address of principal executive offices, including zip code)
 

 

Registrants’ telephone number, including area code: (212) 594-2700

 

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:

 

Registrant   Trading Symbol   Title of Each Class   Name of Each Exchange on
Which Registered
SL Green Realty Corp.   SLG   Common Stock, $0.01 par value   New York Stock Exchange
SL Green Realty Corp.   SLG.PRI   6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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)  SL Green Realty Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2026.

 

(b)  The Annual Meeting was held for the purpose of: (i) electing eight directors to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualify; (ii) approving, on an advisory basis, the Company’s executive compensation; and (iii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Further information regarding the foregoing proposals is contained in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026. The total number of shares of common stock entitled to vote at the Annual Meeting was 71,116,386 of which 60,652,639 shares, or approximately 85.3%, were present in person or by proxy.  The results of the meeting are as follows:

 

Proposal 1

 

John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, Peggy Lamb and Andrew W. Mathias were elected, with approximately 90.5%, 99.0%, 94.3%, 95.8%, 91.7%, 96.6%, 92.3% and 90.8%, respectively, of the votes cast voting in favor, as the directors of the Company for a one-year term and until their successors are duly elected and qualify.

 

   Votes For   Votes Against   Votes Abstaining   Broker Non-Votes 
John H. Alschuler  48,805,486   5,107,602   50,735   6,688,816 
Carol N. Brown  53,245,549   547,455   170,819   6,688,816 
Lauren B. Dillard  50,866,616   3,047,716   49,491   6,688,816 
Stephen L. Green  51,649,216   2,260,925   53,682   6,688,816 
Craig M. Hatkoff  49,453,231   4,460,067   50,525   6,688,816 
Marc Holliday  51,857,726   1,802,529   303,568   6,688,816 
Peggy Lamb  49,742,021   4,172,167   49,635   6,688,816 
Andrew W. Mathias  48,966,502   4,947,700   49,621   6,688,816 

 

 

Proposal 2

 

The proposal to approve, on an advisory basis, the Company’s executive compensation was approved, with approximately 70.3% of the votes cast voting in favor.

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes 
37,861,551   16,006,662   95,610   6,688,816 

 

Proposal 3

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with approximately 99.9% of the votes cast voting in favor.

 

Votes For   Votes Against   Votes Abstaining 
60,501,450   84,569   66,620 

 

 

SIGNATURES

  

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:  June 2, 2026

  

  SL GREEN REALTY CORP.
   
  By: /s/ Andrew S. Levine
  Name: Andrew S. Levine
  Title: Executive Vice President, Chief Legal Officer and General Counsel

 

 

FAQ

What did SLG shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year, covering the company’s core governance and audit oversight matters.

How many SLG shares were eligible and present for the 2026 shareholder vote?

A total of 71,116,386 common shares were entitled to vote, and 60,652,639 shares were represented in person or by proxy, reflecting approximately 85.3% attendance and indicating strong overall shareholder participation at the meeting.

How did SLG shareholders vote on the election of directors in 2026?

All eight nominated directors were elected, each receiving between approximately 90.5% and 99.0% of votes cast in favor. This indicates broad shareholder support for the company’s current board composition and leadership slate for the coming one-year term.

What was the outcome of SLG’s 2026 say-on-pay vote on executive compensation?

The advisory vote on SL Green Realty’s executive compensation was approved, with approximately 70.3% of votes cast in favor. This non-binding approval provides feedback on pay practices while leaving final compensation decisions with the board’s compensation committee.

Did SLG shareholders ratify Deloitte & Touche as auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with approximately 99.9% of votes cast supporting the appointment and relatively few votes against.

What are broker non-votes in SLG’s 2026 shareholder meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions for non-routine items. In SL Green Realty’s results, millions of broker non-vote shares appear, particularly on director and compensation proposals, but they generally do not count as votes cast.

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