Current Report Filing (8-k)
17 June 2020 - 12:43AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2020
EMPIRE STATE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
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(State or other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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EMPIRE STATE REALTY OP, L.P.
(Exact Name of Registrant as Specified in its Charter)
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(State or other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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111 West 33
rd
Street, 12
th
Floor
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code:
(212) 687-8700
(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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Empire State Realty Trust, Inc.
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Class A Common Stock, par value $0.01 per share
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The New York Stock Exchange
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Empire State Realty OP, L.P.
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Series ES Operating Partnership Units
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Series 60 Operating Partnership Units
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Series 250 Operating Partnership Units
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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.
☐
This Current Report on Form
8-K
is filed by Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Empire State Realty OP, L.P., a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Operating Partnership”). The Company is the sole general partner in the Operating Partnership.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 10, 2020, it was determined that John B. Kessler, the current President and Chief Operating Officer of the Company and the Operating Partnership, will leave the Company after an orderly transition. For the Company and the Operating Partnership, the role of president will be assumed by Anthony E. Malkin, their Chief Executive Officer. The Company’s Board of Directors has determined not to fill the position of chief operating officer. Mr. Kessler’s departure is deemed a termination “without cause,” and, conditioned upon his delivery of a customary release, he will receive the vesting benefits as described in the Company’s most recently filed definitive proxy statement.
Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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EMPIRE STATE REALTY TRUST, INC.
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/s/ Thomas N. Keltner, Jr.
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Executive Vice President, General Counsel and Secretary
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EMPIRE STATE REALTY OP, L.P.
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Empire State Realty Trust, Inc., as general partner
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/s/ Thomas N. Keltner, Jr.
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Executive Vice President, General Counsel and Secretary
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