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): March 23, 2016 (March 23, 2016)

 

 

SL GREEN REALTY CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

420 Lexington Avenue

New York, New York 10170

(Address of principal executive offices, including zip code)

 

(212) 594-2700

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since 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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

o            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 March 23, 2016, the Board of Directors (the “Board”) of SL Green Realty Corp. (the “Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) primarily to implement “proxy access.” Section 2.13 has been added to the Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Proxy access will first be available to stockholders in connection with the Company’s 2017 annual meeting of stockholders.

 

The Bylaws were also amended to implement a majority voting standard for uncontested director elections and to make clarifications, updates and refinements to the special meeting bylaw contained in Section 2.03, the advance notice bylaw contained in Section 2.12 and certain other provisions. In addition, new Section 2.14 adds a requirement that all nominees for director provide certain information, representations and agreements to the Company in order to be eligible for election.

 

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

3.1 Fourth Amended and Restated Bylaws of SL Green Realty Corp., effective as of March 23, 2016

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		SL GREEN REALTY CORP.
		By:	/s/ Andrew S. Levine
			Andrew S. Levine
			Executive Vice President, Chief Legal Officer and General Counsel

 

Date:     March 23, 2016

 

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Fourth Amended and Restated Bylaws of SL Green Realty Corp., effective as of March 23, 2016

 

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