SL GREEN REALTY CORP

8-K · tm2616703d1_8k.htm iXBRL

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 2026-06-02
 2026-06-02

 0001040971

 us-gaap:CommonStockMember

 2026-06-02
 2026-06-02

 0001040971

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 2026-06-02
 2026-06-02

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 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):
 June 2, 2026 ( June 2, 2026 )

  

 SL
GREEN REALTY CORP.

 (Exact name of registrant as specified
in its charter)

  

 Maryland
 1-13199
 13-3956775

 (State or other jurisdiction of

incorporation)
 (Commission File Number)
 (I.R.S. Employer Identification

Number)

  

  
 One Vanderbilt Avenue

 New York , New York 10017

(Address of principal executive offices, including zip code)
  

  

 Registrants’ telephone
number, including area code: ( 212 ) 594-2700

  

 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))

  

 Securities registered pursuant to Section 12(b) of
the Act:

  

 Registrant
  
 Trading Symbol
  
 Title of Each Class
  
 Name of Each Exchange on

Which Registered

 SL
 Green Realty Corp.
  
 SLG
  
 Common Stock, $0.01 par value
  
 New York Stock Exchange

 SL
 Green Realty Corp.
  
 SLG.PRI
  
 6.500%
 Series I Cumulative Redeemable Preferred Stock, $0.01 par value
  
 New York Stock Exchange

  

 Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth
company    ¨

  

 If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act   ¨

  

  

  

  

  

  

 Item 5.07.
 Submission of Matters to a Vote of Security Holders

  

 (a)  SL Green Realty Corp. (the “Company”) held
its Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2026.

  

 (b)  The Annual Meeting was held for the purpose of: (i)
electing eight directors to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of stockholders
and until their successors are duly elected and qualify; (ii) approving, on an advisory basis, the Company’s executive compensation;
and (iii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026. Further information regarding the foregoing proposals is contained in the Company’s
Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026. The total number of shares
of common stock entitled to vote at the Annual Meeting was 71,116,386 of which 60,652,639 shares, or approximately 85.3%, were present
in person or by proxy.  The results of the meeting are as follows:

  

 Proposal 1

  

 John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green,
Craig M. Hatkoff, Marc Holliday, Peggy Lamb and Andrew W. Mathias were elected, with approximately 90.5%, 99.0%, 94.3%, 95.8%, 91.7%,
96.6%, 92.3% and 90.8%, respectively, of the votes cast voting in favor, as the directors of the Company for a one-year term and until
their successors are duly elected and qualify.

  

    
 Votes For    
 Votes Against    
 Votes Abstaining    
 Broker Non-Votes  

 John H. Alschuler  
 48,805,486    
 5,107,602    
 50,735    
 6,688,816  

 Carol N. Brown  
 53,245,549    
 547,455    
 170,819    
 6,688,816  

 Lauren B. Dillard  
 50,866,616    
 3,047,716    
 49,491    
 6,688,816  

 Stephen L. Green  
 51,649,216    
 2,260,925    
 53,682    
 6,688,816  

 Craig M. Hatkoff  
 49,453,231    
 4,460,067    
 50,525    
 6,688,816  

 Marc Holliday  
 51,857,726    
 1,802,529    
 303,568    
 6,688,816  

 Peggy Lamb  
 49,742,021    
 4,172,167    
 49,635    
 6,688,816  

 Andrew W. Mathias  
 48,966,502    
 4,947,700    
 49,621    
 6,688,816  

  

  

 Proposal 2

  

 The proposal to approve, on an advisory basis, the Company’s
executive compensation was approved, with approximately 70.3% of the votes cast voting in favor.

  

 Votes For    
 Votes Against    
 Votes Abstaining    
 Broker Non-Votes  

 37,861,551    
 16,006,662    
 95,610    
 6,688,816  

  

 Proposal 3

  

 The appointment of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with approximately 99.9% of the
votes cast voting in favor.

  

 Votes For    
 Votes Against    
 Votes Abstaining  

 60,501,450    
 84,569    
 66,620  

  

  

 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.

  

 Date:  June 2, 2026

   

  
 SL GREEN REALTY CORP.

  
  

  
 By:
 /s/ Andrew S. Levine

  
 Name:
 Andrew S. Levine

  
 Title:
 Executive Vice President, Chief Legal Officer and General Counsel