SL GREEN REALTY CORP
For the period ended Jun 3, 2025. Filed Apr 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 22, 2025
Contents
APPENDIX B:B-1
| | | | | B-1 | |
|---|
APPENDIX B:
INFORMATION REGARDING CERTAIN FINANCIAL MEASURES
Below is a reconciliation of net income attributable to our stockholders to Normalized Funds from Operations, or FFO, per share for the twelve months ended December 31, 2024 (amounts in thousands, except per share data).
| · · · Twelve months ended December 31, 2024 · | |||||||
|---|---|---|---|---|---|---|---|
| Normalized FFO Reconciliation: | | | | | | | |
| Net income attributable to SL Green common stockholders | | | | $7,060 | | | |
| Add: | | | | | | | |
| Depreciation and amortization | | | | | 207,443 | | |
| Joint venture depreciation and noncontrolling interest adjustments | | | | | 287,671 | | |
| Net loss attributable to noncontrolling interests | | | | | (431) | | |
| Less: | | | | | | | |
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | | | | | 208,144 | | |
| Purchase price and other fair value adjustments | | | | | 83,430 | | |
| Gain (loss) on sale of real estate, net | | | | | 3,025 | | |
| Depreciable real estate reserves and impairments | | | | | (104,071) | | |
| Depreciable real estate reserves in unconsolidated joint ventures | | | | | (263,190) | | |
| Depreciation on non-rental real estate assets | | | | | 4,583 | | |
| FFO attributable to SL Green common stockholders and unit holders | | | | $569,822 | | | |
| Less: | | | | | | | |
| Non-cash fair value adjustments on mark-to-market derivatives | | | | | 5,536 | | |
| Loan loss and other investment reserves, net of recoveries | | | | | — | | |
| Gain on early extinguishment of debt in excess of $20.0 million(1) | | | | | 196,131 | | |
| Normalized FFO attributable to SL Green common stockholders and unit holders | | | | $368,155 | | | |
| Basic ownership interest: | | | | | | | |
| Weighted average REIT common share and common share equivalents | | | | | 65,062 | | |
| Weighted average partnership units held by noncontrolling interests | | | | | 3,674 | | |
| Basic weighted average shares and units outstanding | | | | | 68,736 | | |
| Diluted ownership interest: | | | | | | | |
| Weighted average REIT common share and common share equivalents | | | | $65,062 | | | |
| Weighted average partnership units held by noncontrolling interests | | | | | 3,674 | | |
| Stock-based compensation | | | | | 1,420 | | |
| Contingently issuable shares | | | | | 112 | | |
| Diluted weighted average shares and units outstanding | | | | | 70,268 | | |
| FFO per share: | | | | | | | |
| Basic | | | | $8.29 | | | |
| Diluted | | | | | 8.11 | | |
| Normalized FFO per share: | | | | | | | |
| Basic | | | | | 5.36 | | |
| Diluted | | | | | 5.24 | | |
(1)
Includes $172.4 million of SLG share of unconsolidated JV gain on early extinguishment of debt.
| | B-2 | | | SL GREEN REALTY CORP. 2025 PROXY STATEMENT | |
|---|
Below is a reconciliation of net income attributable to our stockholders to Normalized Funds Available for Distribution, or FAD, for the twelve months ended December 31, 2024 (amounts in thousands, except per share data).
| · · · Twelve months ended December 31, 2024 · | |||||||
|---|---|---|---|---|---|---|---|
| Normalized Funds Available for Distribution Reconciliation: | | | | | | | |
| Net income attributable to SL Green common stockholders | | | | $7,060 | | | |
| Add: | | | | | | | |
| Depreciation and amortization | | | | | 207,443 | | |
| Joint venture depreciation and noncontrolling interest adjustments | | | | | 287,671 | | |
| Net loss attributable to noncontrolling interests | | | | | (431) | | |
| Less: | | | | | | | |
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | | | | | 208,144 | | |
| Purchase price and other fair value adjustments | | | | | 83,430 | | |
| Gain (loss) on sale of real estate, net | | | | | 3,025 | | |
| Depreciable real estate reserves and impairments | | | | | (104,071) | | |
| Depreciable real estate reserves in unconsolidated joint venture | | | | | (263,190) | | |
| Depreciation on non-rental real estate assets | | | | | 4,583 | | |
| FFO attributable to SL Green common stockholders and unit holders | | | | $569,822 | | | |
| Add: | | | | | | | |
| Non real estate depreciation and amortization | | | | | 4,583 | | |
| Amortization of deferred financing costs | | | | | 6,619 | | |
| Non-cash deferred compensation | | | | | 45,562 | | |
| FAD adjustment for joint ventures | | | | | (101,240) | | |
| Straight-line rental income and other non-cash adjustments | | | | | 659 | | |
| Non-cash fair value adjustments on mark-to-market derivatives | | | | | (5,537) | | |
| Second cycle tenant improvements | | | | | (72,011) | | |
| Second cycle leasing commissions | | | | | (20,115) | | |
| Revenue enhancing recurring CAPEX | | | | | (275) | | |
| Non-revenue enhancing recurring CAPEX | | | | | (23,234) | | |
| Funds Available for Distribution | | | | $404,833 | | | |
| Less: | | | | | | | |
| Gain on early extinguishment of debt in excess of $20.0 million(1) | | | | | 196,131 | | |
| Normalized Funds Available for Distribution | | | | $208,702 | | | |
(1)
Includes $172.4 million of SLG share of unconsolidated JV gain on early extinguishment of debt.
Below are reconciliations of net income to operating income, same-store cash net operating income and same-store cash
net operating income excluding lease termination income for the twelve months ended December 31, 2024 and 2023
(amounts in thousands).
| | APPENDIX B | | | B-3 | |
|---|
| · · · Twelve months ended December 31, · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2024 · · · 2023 · | |||||||||||||
| Operating Income and Same-store cash NOI Reconciliation | | | | | | | | | | | | | |
| Net income (loss) | | | | $30,222 | | | | | | (599,337) | | | |
| Depreciable real estate reserves and impairments | | | | | 104,071 | | | | | | 382,374 | | |
| Depreciable real estate reserves in unconsolidated joint venture | | | | | 263,190 | | | | | | — | | |
| Loss on sale of real estate, net | | | | | (3,025) | | | | | | 32,370 | | |
| Purchase price and other fair value adjustments | | | | | (88,966) | | | | | | 17,260 | | |
| Equity in net loss on sale of interest in unconsolidated joint venture/real estate | | | | | (208,144) | | | | | | 13,368 | | |
| Depreciation and amortization | | | | | 207,443 | | | | | | 247,810 | | |
| SUMMIT Operator Tax Expense | | | | | 730 | | | | | | 9,201 | | |
| Amortization of deferred financing costs | | | | | 6,619 | | | | | | 7,837 | | |
| Interest expense, net of interest income | | | | | 147,220 | | | | | | 137,114 | | |
| Interest expense on senior obligations of consolidated securitization vehicles | | | | | 14,634 | | | | | | — | | |
| Operating income | | | | $473,994 | | | | | | 247,997 | | | |
| Equity in net loss from unconsolidated joint ventures | | | | | (83,495) | | | | | | 76,509 | | |
| Marketing, general and administrative expense | | | | | 85,187 | | | | | | 111,389 | | |
| Transaction related costs | | | | | 401 | | | | | | 1,099 | | |
| Loan loss and other investment reserves, net of recoveries | | | | | — | | | | | | 6,890 | | |
| SUMMIT operator expenses | | | | | 111,379 | | | | | | 101,211 | | |
| (Gain) loss on early extinguishment of debt | | | | | (43,762) | | | | | | 870 | | |
| Investment income | | | | | (24,353) | | | | | | (34,705) | | |
| Interest income from real estate loans held by consolidated securitization vehicles | | | | | (18,980) | | | | | | — | | |
| SUMMIT operator revenue | | | | | (133,214) | | | | | | (118,260) | | |
| Non-building revenue | | | | | (68,881) | | | | | | (44,568) | | |
| Net operating income (NOI) | | | | $298,636 | | | | | | 348,432 | | | |
| Equity in net loss from unconsolidated joint venture | | | | | 83,495 | | | | | | (76,509) | | |
| SLG share of unconsolidated JV depreciation and amortization | | | | | 275,098 | | | | | | 266,340 | | |
| SLG share of unconsolidated JV amortization of deferred financing costs | | | | | 11,334 | | | | | | 12,005 | | |
| SLG share of unconsolidated JV interest expense, net of interest income | | | | | 276,852 | | | | | | 272,217 | | |
| SLG share of unconsolidated JV loss on early extinguishment of debt | | | | | (172,369) | | | | | | — | | |
| SLG share of unconsolidated JV investment income | | | | | (11,513) | | | | | | (1,271) | | |
| SLG share of unconsolidated JV non-building revenue | | | | | (3,051) | | | | | | (14,336) | | |
| NOI including SLG share of unconsolidated JVs | | | | $758,482 | | | | | | 806,878 | | | |
| NOI from other properties/affiliates | | | | | (140,923) | | | | | | (163,399) | | |
| Same-Store NOI | | | | $617,559 | | | | | | 643,479 | | | |
| Straight-line and free rent | | | | | 323 | | | | | | (11,989) | | |
| Amortization of acquired above and below-market leases, net | | | | | 2,578 | | | | | | 560 | | |
| Operating lease straight-line adjustment | | | | | 815 | | | | | | 815 | | |
| SLG share of unconsolidated JV straight-line and free rent | | | | | (9,687) | | | | | | (17,481) | | |
| SLG share of unconsolidated JV amortization of acquired above and below-market leases, net | | | | | (17,635) | | | | | | (17,161) | | |
| SLG share of unconsolidated JV ground lease straight-line adjustment | | | | | — | | | | | | — | | |
| Same-store cash NOI | | | | $593,953 | | | | | | 598,223 | | | |
| Lease termination income | | | | | (6,338) | | | | | | (4,054) | | |
| SLG share of unconsolidated JV lease termination income | | | | | (3,055) | | | | | | (2,251) | | |
| Same-store cash NOI excluding lease termination income | | | | $584,560 | | | | | | 591,918 | | | |
| | B-4 | | | SL GREEN REALTY CORP. 2025 PROXY STATEMENT | |
|---|
Notes:
Funds from Operations and Normalized Funds from Operations
Funds from Operations, or FFO, is a widely recognized non-GAAP financial measure of REIT performance. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. We also use FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
We also present Normalized FFO, defined as FFO excluding the impact of discrete transactions (set forth in the table above) that impacted FFO in 2024, which we present to enhance the comparability of our FFO across periods.
Funds Available for Distribution and Normalized Funds Available for Distribution
Funds Available for Distribution, or FAD, is a non-GAAP financial measure that is calculated as FFO plus non-real estate depreciation, allowance for straight line credit loss, adjustment for straight line operating lease rent, non-cash deferred compensation, and pro-rata adjustments for these items from the Company’s unconsolidated JVs, less straight line rental income, free rent net of amortization, second cycle tenant improvement and leasing costs, and recurring capital expenditures.
FAD is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP. FAD is presented solely as a supplemental disclosure with respect to liquidity. Because all companies do not calculate FAD the same way, the presentation of FAD may not be comparable to similarly titled measures of other companies. FAD does not represent cash flow from operating, investing and finance activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity.
We also present Normalized FAD, defined as FAD excluding the impact of discrete transactions (set forth in the table above) that impacted FAD in 2024, which we present to enhance the comparability of our FAD across periods.
Same-Store Cash Net Operating Income
Net Operating Income, or NOI, is a non-GAAP financial measure that is calculated as operating income before transaction related costs, gains/losses on early extinguishment of debt, marketing general and administrative expenses and non-real estate revenue. Cash NOI is also a non-GAAP financial measure that is calculated by subtracting free rent (net of amortization), straight-line rent, and the amortization of acquired above and below-market leases from NOI, while adding operating lease straight-line adjustment and the allowance for straight-line tenant credit loss.
We present NOI and Cash NOI because we believe that these measures, when taken together with the corresponding GAAP financial measures and reconciliations, provide investors with meaningful information regarding the operating performance of our properties. When operating performance is compared across multiple periods, the investor is provided with information not immediately apparent from net income that is determined in accordance with GAAP. NOI and Cash NOI provide information on trends in the revenue generated and expenses incurred in operating our properties, unaffected
| | APPENDIX B | | | B-5 | |
|---|
by the cost of leverage, straight-line adjustments, depreciation, amortization, and other net income components. We use these metrics internally as performance measures. None of these measures is an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.
Same-Store refers to properties owned in the same manner during both the current and prior year, excluding development and redevelopment properties that are not stabilized for both the current and prior year.
SLG Share of Unconsolidated JV is computed by multiplying the referenced line item by the Company’s percentage ownership or economic interest in the respective joint ventures and may not accurately depict the legal and economic implications of holding a non-controlling interest in the respective joint ventures.
SL Green Realty Corp.
One Vanderbilt Avenue,
New York, NY 10017
212 594 2700 | slgreen.com
SCAN TO VIEW MATERIALS & VOTEwSL GREEN REALTY CORP.ONE VANDERBILT AVENUEAUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.comNEW YORK, NY 10017Use the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 p.m. Eastern Time on June 2, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. AUTHORIZE YOUR PROXY BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Time on June 2, 2025. Have your proxy card in hand when you call and then follow the instructions.AUTHORIZE YOUR PROXY BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.V72110-P27148SL GREEN REALTY CORP.The Board of Directors recommends you vote FOR thefollowing:1.Election of DirectorsNominees:ForAgainstAbstain1a.John H. Alschuler!!!ForAgainstAbstain1b.Carol N. Brown!!!3.To ratify the appointment of Deloitte & Touche LLP asour independent registered public accounting firm forthe fiscal year ending December 31, 2025.!!!1c.Lauren B. Dillard!!!4.To approve our Sixth Amended and Restated 2005 StockOption and Incentive Plan.!!!1d.1e.Stephen L. GreenCraig M. Hatkoff!!!!!!NOTE: The proxies are authorized to vote in their discretionupon such other business as may properly come before theAnnual Meeting, including any adjournments or postponementsthereof.1f.1g.1h.Marc HollidayPeggy LambAndrew W. Mathias!!!!!!!!!The undersigned hereby acknowledge(s) receipt of the Notice of the Annual Meeting of Stockholders, the terms of which are incorporated herein by reference, and revoke(s) any proxy or proxies heretofore given with respect to the Annual Meeting. This proxy may be revoked at any time prior to the timevoting is declared closed by giving the corporate secretary of SL Green Realty Corp. written notice of revocation or bya subsequently dated proxy, or by casting a ballot at theAnnual Meeting.The Board of Directors recommends you vote FOR the following proposals:2.To approve, on a non-binding advisory basis, our executivecompensation.For!Against!Abstain!This solicitation of proxies is made by and on behalf of theBoard. The validity of this proxy is governed by the Maryland General Corporation Law and applicable federal securities laws.This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 3, 2025: The Notice and Proxy Statement, 2024 Annual Report and additional soliciting materials are available at www.proxyvote.com.V72111-P27148SL GREEN REALTY CORP.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned stockholder(s) hereby appoint(s) Marc Holliday and Andrew S. Levine, or either of them, as proxies, each with the power to appoint his substitute and hereby authorize(s) them to represent and to vote as designated on the reverse side of this ballot all of the shares of Common Stock of SL GREEN REALTY CORP. that the stockholder(s) is/are entitled to vote at theAnnual Meeting of Stockholders to be held at the Auditorium at One Vanderbilt, One Vanderbilt Avenue, New York, NY 10017 at 12:00 P.M., Eastern Time on Tuesday, June 3, 2025 and any adjournment or postponement thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S) AND IN THE DISCRETION OF THE PROXYHOLDER ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES LISTED ON THE REVERSE SIDE HEREOF, AND FOR PROPOSALS 2, 3 AND 4.PLEASE MARK, SIGN AND DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.