UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 7, 2022 (
(Exact name of registrant as specified in its charter)
(State of Incorporation)
| (Commission File Number) | (I.R.S. employer identification number) |
| (Zip Code) |
(Address of principal executive offices)
(
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. | ||||||
| SL Green Realty Corp. |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On March 4, 2022, our Board of Directors formally appointed Ms. Carol N. Brown as a member of our Board of Directors. There is no arrangement or understanding between Ms. Brown and any other persons pursuant to which Ms. Brown was appointed as a director. There are no related party transactions between us and Ms. Brown, and as of the date hereof Ms. Brown does not own any of our shares of common stock. Ms. Brown will participate in the compensation arrangements for non-employee directors as described in our Proxy Statement, filed with the Securities and Exchange Commission on April 27, 2021. A copy of the press release announcing the appointment of Ms. Brown is hereby incorporated by reference and attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release, dated March 7, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| SL GREEN REALTY CORP. |
| /s/ Andrew S. Levine |
| Name: | Andrew S. Levine | |
| Title: | Chief Legal Officer, General Counsel and Executive Vice President |
Date: March 7, 2022
Exhibit 99.1
SL Green Names Carol Brown as Independent Director
New York, NY – March 7, 2022 – SL Green Realty Corp. (NYSE:SLG), Manhattan’s largest office landlord, today announced that Carol Brown has been appointed as an Independent Director to the company’s Board of Directors.
Ms. Brown is a long tenured real estate law professor at the University of Richmond School of Law, where she teaches and writes in the areas of property, land use planning, real estate transactions and housing law. Ms. Brown is also a fellow with the American College of Real Estate Lawyers and has served as the chair of the Association of American Law Schools (AALS) Section on Real Estate Transactions and Section on Property Law.
“We are incredibly fortunate to have the opportunity to add the talent and expertise that Ms. Brown will bring to our Board of Directors. The experience of our management team and our Board of Directors has made us a leader in Manhattan property development, operations and sustainability and Ms. Brown will further enhance our ability to maintain that leadership position,” said Marc Holliday, Chairman and CEO of SL Green.
“I look forward to working alongside the SL Green leadership team and my fellow Board Members to help realize the most value to the shareholders, while prioritizing important initiatives such as furthering SL Green’s commitments to ESG,” said Carol Brown.
Before launching her career as a real estate law professor, Ms. Brown oversaw real estate transactions in Birmingham, Alabama, where she also clerked for Senior Judge Sharon L. Blackburn. Ms. Brown then spent three years in a general business practice. She is a dual graduate of Duke University and Duke University School of Law.
About SL Green Realty Corp.
SL Green Realty Corp., Manhattan's largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of December 31, 2021, SL Green held interests in 73 buildings totaling 34.9 million square feet. This included ownership interests in 26.9 million square feet of Manhattan buildings and 7.1 million square feet securing debt and preferred equity investments.
Forward Looking Statement
This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements include risks and uncertainties related to the on-going COVID-19 pandemic and the duration and impact it will have on our business and the industry as a whole and the other risks and uncertainties described in our filings with the Securities and Exchange Commission. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
SLG – GEN