ESRT DEF 14A Report ended May 13, 2021

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

Empire State Realty Trust, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
			1) Title of each class of securities to which transaction applies:
			2) Aggregate number of securities to which transaction applies:
			3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
			4) Proposed maximum aggregate value of transaction:
			5) Total fee paid:
☐		Fee paid previously with preliminary materials:
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
			1) Amount previously paid:
			2) Form, Schedule or Registration Statement No.:
			3) Filing Party:
			4) Date Filed:

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PROXY GUIDE

Notice of Annual Meeting	3
Proxy Summary	4
About Us	4
Our Competitive Strengths	5
Our Strategy	5
COVID-19 Impact on Our 2020 Performance	6
Environmental, Social and Governance Highlights	9
Board and Governance Highlights	11
Board Nominees	12
Executive Compensation Highlights	13
Corporate Governance	17
Board Composition and Refreshment	17
Director Skills to Support Our Strategy	19
Proposal 1	20
Proposal 1: Election of Directors
Information Regarding the Nominees	20
Our Chairman Emeritus	25
Leadership Structure of Our Board	25
Board Oversight of Strategy	25
Board Oversight of Risk	26
Board Committees	27
Other Board Matters	28
Compensation of Directors	30
Environmental, Social and Governance (ESG)	31
Awards and Industry Leadership	31
ESG Key Performance Indicators (KPIs)	32
Environmental Performance	33
Social Performance	37
Governance Performance	41
Board and Management Oversight of ESG	41
Our Executive Officers	44
Compensation Discussion and Analysis	45
Executive Compensation Highlights	45
COVID-19 Impact on 2020 Compensation	46
Shareholder Engagement on Executive Compensation	47
2021 Changes to NEO Compensation Program	49
2020 Compensation Outcomes	51
Compensation Program Objectives	52
Compensation Setting Process	52
Compensation by Component	56
Base Salaries	56
Annual Incentive Bonus Opportunities	57
Long-Term Equity Incentive Compensation	63
Other Compensation Policies and Practices	66
Compensation and Human Capital Committee Report	69
Compensation and Human Capital Committee Interlocks and Insider Participation	70
Proposal 2	70
Proposal 2: Non-Binding, Advisory Vote to Approve the Compensation of Named Executive Officers
Executive Compensation Tables	71
2020 Summary Compensation Table	71
2020 Grants of Plan-Based Awards	73
2020 Outstanding Equity Awards at Fiscal Year-End	74
2020 Option Exercises and Stock Vested	75
2020 CEO Pay Ratio	76
Employment Agreement and Severance Agreements	77
Employment Agreement with Our Chairman, President and CEO	77
Change in Control Severance Agreements	79
Potential Payments Upon Termination	82
Audit	83
Proposal 3	83
Proposal 3: Ratification of Election of Independent Registered Public Accounting Firm
Fee Disclosure	83
Pre-Approval Policies and Procedures of Our Audit Committee	83
Audit Committee Report	84
Security Ownership of Certain Beneficial Owners and Management	85
Certain Relationships and Related Party Transactions	88
Policies and Procedures with Respect to Related Party Transactions	88
QIA	88
Transactions and Agreements with the Malkin Group	89
Other Matters	93
Questions and Answers About the Annual Meeting	93
Additional Annual Meeting and Voting Matters	97
Shareholder Proposals and Proxy Access	98
Cautionary Note Regarding Forward-Looking Statements	99
Appendices:
Non-GAAP Financial Measures	A-1
Additional Information Related to Our Environmental Performance Measures	B-1

2 www.empirestaterealtytrust.com

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