DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant x

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

 

x 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):

x          

 

 

No fee required.

 

¨          

  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 31, 2016.

 

    

 

EMPIRE STATE REALTY TRUST, INC.

   

 

Meeting Information

        

 

Meeting Type:         Annual Stockholders Meeting

        

 

For holders as of:    March 24, 2016

        

 

Date: May 31, 2016      Time: 11:00 AM, EDT

        

 

Location:

   The Roosevelt Hotel
           

45 East 45th Street

             

Second Floor

New York, New York 10017

 

LOGO

    

 

EMPIRE STATE REALTY TRUST, INC.

ONE GRAND CENTRAL PLACE

60 EAST 42ND STREET

NEW YORK, NY 10165

 

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

         See the reverse side of this notice to obtain proxy materials and voting instructions.
        
        


— Before You Vote —

How to Access the Proxy Materials

 

  

 

Proxy Materials Available to VIEW or RECEIVE:

    
  

 

NOTICE AND PROXY STATEMENT            ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO  (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:          www.proxyvote.com

 

2) BY TELEPHONE:     1-800-579-1639

 

3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2016 to facilitate timely delivery.

 

    
       
       
       
       
       
       
       
       
  

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

  

LOGO     

 

  

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    


Voting Items      
  The Board of Directors recommends you vote FOR the following:  
  1.       Election of Directors  
    01)       Anthony E. Malkin  

05)    

 

Steven J. Gilbert

 
    02)       William H. Berkman  

06)    

 

S. Michael Giliberto

 
    03)       Alice M. Connell  

07)    

 

James D. Robinson IV

 
    04)       Thomas J. DeRosa      
  The Board of Directors recommends you vote FOR Proposal 2.
  2.       To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
  The Board of Directors recommends you vote FOR Proposal 3.
  3.       To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
  NOTE: The proxies are also authorized to vote in their discretion upon such other matters as may properly be brought before the Annual Stockholders Meeting or any adjournments or postponements thereof.

 

 

LOGO

   


 

  
  

 

  

 

 

 

LOGO


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 31, 2016.

 

 

 

EMPIRE STATE REALTY TRUST, INC.

   

 

Meeting Information

     

 

Meeting Type:         Annual Meeting

     

 

For holders as of:    March 24, 2016

     

 

Date: May 31, 2016      Time: 11:00 AM, EDT

     

 

Location:

 

 

The Roosevelt Hotel

45 East 45th Street

Second Floor

New York, New York 10017

 

   

 

You are receiving this communication because you hold shares in the company named above.

   

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

LOGO

   

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

     

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

            


— Before You Vote —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT

 

 

    ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:

 

 

www.proxyvote.com

2) BY TELEPHONE:  

  1-800-579-1639

3) BY E-MAIL*:

  sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2016 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

LOGO

 

  

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

  

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

  

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 


Voting Items  

 

The Board of Directors recommends you vote FOR the following:

 

1.      

 

 

Election of Directors

 
 

 

01)   Anthony E. Malkin

 

 

05)   Steven J. Gilbert

 

02)   William H. Berkman

 

06)   S. Michael Giliberto

 

03)   Alice M. Connell

 

07)   James D. Robinson IV

 

04)   Thomas J. DeRosa

 

 

The Board of Directors recommends you vote FOR the following proposals:

 

2.      

 

 

To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

 

3.      

 

 

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

NOTE: The proxies are also authorized to vote in their discretion upon such other matters as may properly be brought before the Annual Stockholders Meeting or any adjournments or postponements thereof.

 

LOGO


 

Voting Instructions    

 

LOGO