Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2015

 

 

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-36105   37-1645259

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

One Grand Central Place

60 East 42nd Street

New York, New York

  10165
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

 

 

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:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective February 18, 2015, the Board of Directors of Empire State Realty Trust, Inc. (the “Company”) amended the Company’s Bylaws to add a provision designating the federal courts of the United States sitting in the Southern District of New York (or, if such courts do not have jurisdiction, the state courts sitting in New York County, New York) as the exclusive forum for certain legal actions, unless the Company consents in writing to an alternative forum. The summary of this provision is qualified in its entirety by reference to the Company’s Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
   Description
3.1    Amended and Restated Bylaws of Empire State Realty Trust, Inc., as adopted on February 18, 2015.

 

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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.

 

EMPIRE STATE REALTY TRUST, INC.

(Registrant)

Date: February 19, 2015 By:

/s/ Thomas N. Keltner, Jr.

Name: Thomas N. Keltner, Jr.
Title: Executive Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit
No.
   Description
3.1    Amended and Restated Bylaws of Empire State Realty Trust, Inc., as adopted on February 18, 2015.

 

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