ESRT amends bylaws: majority voting for director elections, universal proxy rule updates

Empire State Realty Trust, Inc.

Adopted majority voting standard for uncontested director elections; plurality retained for contested elections.
Updated advance notice procedures for director nominations to comply with SEC Rule 14a-19 (universal proxy).
Stockholders must nominate candidates 120-150 days before anniversary of prior year's proxy statement; limit to number of directors.
Other changes: proxy card color other than white required, stockholders must appear at meeting, no substitute nominations after deadline.
Technical amendments also permit remote stockholder meetings.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Empire State Realty Trust, Inc.: Adopted majority voting standard for uncontested director elections; updated advance notice procedures for Rule 14a-19; made other technical and conforming changes (effective 2023-08-08).

Change: bylaw amendment
Effective: 2023-08-08

Exact text from the filing

On August 8, 2023, the Board of Directors (the “ Board ”) of Empire State Realty Trust, Inc. (the “ Company ”) approved and adopted the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “ Amended Bylaws ”), effective as of such date.

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Empire State Realty Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001541401-23-000045

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