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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

May 13, 2020 (May 11, 2020)



(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)


  420 Lexington Avenue
New York, New York 10170

(Address of principal executive offices, including zip code)


(212) 594-2700

(Registrants’ telephone number, including area code)


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(see General Instruction A.2. below):


¨ 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, $25.00 mandatory liquidation preference   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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On May 11, 2020, the Board of Directors (the “Board”) of SL Green Realty Corp. (the “Company”) amended the Company’s Bylaws (as so amended, the “Bylaws”) to permit meetings of stockholders to be held by means of remote communication.


The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.


Item 9.01Financial Statements and Exhibits.


(d)       Exhibits


3.1       First Amendment to Fifth Amended and Restated Bylaws of the Company, effective as of May 11, 2020.


104      Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.







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: May 13, 2020


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





Exhibit 3.1






Effective May 11, 2020, the Fifth Amended and Restated Bylaws of SL Green Realty Corp (the “Corporation”) are hereby amended by deleting Section 2.01 thereof in its entirety and replacing it with the following:


Section 2.01      PLACE. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of the meeting. In accordance with, and subject to, applicable law, the Board of Directors may determine that a meeting of stockholders not be held at any place but instead may be held solely by means of remote communication.


The Fifth Amended and Restated Bylaws, as amended by this First Amendment, shall be the Bylaws of the Corporation until further amended or amended and restated.