Washington, D.C. 20549


(Rule 14a-101)



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)(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 11, 2017.








111 WEST 33RD STREET, 12 FL.

NEW YORK, NY 10120








Meeting Information
Meeting Type:    Annual Stockholders Meeting
For holders as of:    March 1, 2017
Date: May 11, 2017          Time: 11:00 AM, EDT
Location:   State Grill     
    350 Fifth Avenue
    (entrance between Fifth Avenue and Broadway on 33rd Street)
    New York, NY 10118

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 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:
  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:
  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:
      2) BY TELEPHONE:       1-800-579-1639
      3) BY E-MAIL*:
  *   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 April 27, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods





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 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)   Leslie D. Biddle   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, 2017.

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.