Empire State Realty Trust (ESRT) Proxy Filing summary

Executive summary

• Portfolio includes 7.8M sq ft office, 0.8M sq ft retail, and 732 multifamily units, with a focus on NYC and the Empire State Building Observatory, which saw continued NOI growth and high visitor numbers.

• 2024 financial highlights: $80.4M net income, $0.95 Core FFO/share, 5.2% same-store property cash NOI growth, and 94.2% leased Manhattan office portfolio.

• Capital recycling since 2021: $675M invested in NYC assets, $518M returned to shareholders via repurchases/dividends since 2020.

• Recognized for sustainability: Newsweek’s Most Responsible Companies, GRESB Five Star, ENERGY STAR Partner of the Year, WELL Health-Safety, and Fitwel certifications.

Voting matters and shareholder proposals

• Proposal 1: Elect nine director nominees for one-year terms.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratify Ernst & Young LLP as independent auditor for 2025.

• Shareholders can vote by mail, in person, or electronically; majority voting standard for directors in uncontested elections.

Board of directors and corporate governance

• Board to reduce from 10 to 9 members after director retirement; all nominees are current directors.

• Majority independent board, annual election of all directors, lead independent director role, and robust committee structure.

• Board committees: Audit, Compensation, Finance, Nominating & Corporate Governance—all independent.

• Annual board and committee self-evaluations, director onboarding, and continuing education.

• Shareholder rights include proxy access, bylaw amendment, and no poison pill.