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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): June 2, 2020 (June 1, 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


  420 Lexington Avenue
New York, New York 10170

(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 (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
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 5.07.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 1, 2020.


(b)  The Annual Meeting was held for the purpose of: (i) electing nine directors to serve on the Company's Board of Directors until its 2021 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 Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. 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 24, 2020. The total number of shares of common stock entitled to vote at the Annual Meeting was 77,590,864, of which 70,113,981 shares, or approximately 90.36%, were present in person or by proxy.  The results of the meeting are as follows:


Proposal 1


John H. Alschuler, Betsy Atkins, Edwin T. Burton, III, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, John S. Levy and Andrew W. Mathias were elected, with approximately 87.1%, 98.3%, 87.6%, 95.0%, 96.5%, 87.9%, 93.2%, 88.5% and 96.1%, 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  59,076,701  8,745,528  13,599  2,278,153
Betsy Atkins  66,638,160  1,184,370  13,298  2,278,153
Edwin T. Burton III  59,408,970  8,413,161  13,697  2,278,153
Lauren B. Dillard  64,444,776  3,377,582  13,470  2,278,153
Stephen L. Green  65,433,117  2,389,531  13,180  2,278,153
Craig M. Hatkoff  59,616,917  8,204,870  14,041  2,278,153
Marc Holliday  63,146,680  4,642,851  46,297  2,278,153
John S. Levy  60,008,875  7,813,228  13,725  2,278,153
Andrew W. Mathias  65,186,984  2,635,144  13,700  2,278,153





Proposal 2


The Company's executive compensation was approved on an advisory basis, with approximately 89.1% of the votes cast voting in favor.


Votes For  Votes Against  Votes Abstaining  Broker Non-Votes
60,400,429  7,417,687  17,712  2,278,153


Proposal 3


The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, with approximately 97.0% of the votes cast voting in favor.


Votes For  Votes Against  Votes Abstaining
67,964,351  2,134,888  14,742







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, 2020


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