SL Green Realty Corp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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):
June 3, 2025 (
(Exact name of registrant as specified in its charter)
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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:
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 5.07. | 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 3, 2025.
(b) The Annual Meeting was held for the purpose of: (i) electing eight directors to serve on the Company’s Board of Directors until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualify; (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iv) approving the Sixth Amended and Restated 2005 Stock Option and Incentive Plan. 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 22, 2025. The total number of shares of common stock entitled to vote at the Annual Meeting was 71,010,969 of which 60,385,199 shares, or approximately 85.0%, were present in person or by proxy. The results of the meeting are as follows:
Proposal 1
John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, Peggy Lamb and Andrew W. Mathias were elected, with approximately 75.2%, 99.2%, 81.5%, 95.9%, 92.8%, 95.3%, 98.6% and 89.8%, 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 | 40,653,948 | 13,414,241 | 52,361 | 6,264,649 |
| Carol N. Brown | 53,618,967 | 436,451 | 65,132 | 6,264,649 |
| Lauren B. Dillard | 44,043,610 | 10,026,894 | 50,046 | 6,264,649 |
| Stephen L. Green | 51,856,744 | 2,212,044 | 51,762 | 6,264,649 |
| Craig M. Hatkoff | 50,070,991 | 3,909,007 | 140,552 | 6,264,649 |
| Marc Holliday | 51,526,183 | 2,542,097 | 52,270 | 6,264,649 |
| Peggy Lamb | 53,319,287 | 751,134 | 50,129 | 6,264,649 |
| Andrew W. Mathias | 48,568,216 | 5,498,221 | 54,113 | 6,264,649 |
Proposal 2
The proposal to approve, on an advisory basis, the Company’s executive compensation was approved, with approximately 68.7% of the votes cast voting in favor.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 37,140,811 | 16,914,170 | 65,569 | 6,264,649 |
Proposal 3
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, with approximately 99.9% of the votes cast voting in favor.
| Votes For | Votes Against | Votes Abstaining |
| 60,246,737 | 78,374 | 60,088 |
Proposal 4
The proposal to approve the Sixth Amended and Restated 2005 Stock Option and Incentive Plan was approved, with approximately 82.0% of the votes cast voting in favor.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 44,289,261 | 9,753,109 | 78,180 | 6,264,649 |
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 hereunto duly authorized.
Date: June 3, 2025
| SL GREEN REALTY CORP. | ||
| By: | /s/ Andrew S. Levine | |
| Name: | Andrew S. Levine | |
| Title: | Executive Vice President, Chief Legal Officer and General Counsel | |