Empire State Realty Trust (ESRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with voting on five key proposals, including director elections, executive compensation, equity plan approval, and auditor ratification.

• Portfolio is 100% NYC-focused, with strong leasing, positive rent spreads, and robust balance sheet metrics.

• $569M returned to shareholders since 2020 via repurchases and dividends; continued focus on capital recycling and sustainability leadership.

Voting matters and shareholder proposals

• Proposal 1: Election of ten director nominees to serve until the next annual meeting.

• Proposal 2: Non-binding advisory vote to approve executive compensation.

• Proposal 3: Advisory vote on frequency of future say-on-pay votes (board recommends annual).

• Proposal 4: Approval of the 2026 Equity Incentive Plan, reserving 15 million shares for future equity awards.

• Proposal 5: Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board is majority independent (8 of 10), with annual elections and a lead independent director.

• Board refreshment ongoing, with seven new directors since 2017 and a focus on diversity and relevant expertise.

• Annual board and committee self-evaluations, third-party facilitated.

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