SL GREEN REALTY CORP

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For the period ended Jun 2, 2026. Filed Apr 22, 2026.

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 2, 2026 · Filed Apr 22, 2026

SLG$50.78-1.5%Stored close · as of Nov 6, 2026

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Annual Director Elections Our directors are elected for one-year terms.

Majority Vote Standard with Director Resignation Policy A majority of votes cast is required for a nominee to be elected to serve on the Board in our uncontested election. Our director resignation policy applies for a director who fails to receive majority support.

Stockholder Amendments to Bylaws Bylaw amendments can be adopted by a majority vote without any ownership or holding period limitations.

Proxy Access Stockholders (or a group of up to 20 stockholders) owning 3% or more of outstanding common stock continuously for at least 3 years may nominate, and include in our proxy materials, director candidates constituting up to the greater of two individuals or 20% of the Board, if the nominating stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

SL Green Realty Corp.

(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 ALL BOXES THAT APPLY):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

Thank you for putting your trust in us again this year as we continue to execute rigorous oversight of the Company and its management, including key governance initiatives and operating performance.

In March 2025, the Board welcomed seasoned real estate professional Peggy Lamb, who has more than thirty years of experience investing in and assisting public and private real estate companies across market cycles. Peggy was appointed to the Compensation Committee and over the year transitioned to its Chair, succeeding Lauren Dillard, who had served in the role since 2018 and now serves as the Audit Committee Chair.

The Board continues to be responsive to stockholder feedback received through our annual director-led engagement. In response to feedback received since our 2025 Annual Meeting, all named executive officers’ annual bonuses are at least 50% performance-based. Further, through employment agreement extensions with our Chief Legal Officer and Chief Financial Officer in 2025 and early 2026, all long-term equity incentives will be based on three-year performance goals. These updates are in line with our new agreement signed at the end of 2024 with our Chairman and CEO, Marc Holliday, and amended in 2025 to address comments received during shareholder outreach in 2025.

On the succession planning front, the promotion of Harrison Sitomer to President and CIO was a major milestone and recognition of Mr. Sitomer’s critical role in strengthening the Company’s capital platform and expanding its business lines since becoming CIO in January 2022. The Board believes that the addition of Harrison, together with the employment agreement extensions, will ensure a stable, tenured and loyal management team that will continue to benefit SL Green stockholders.

The Company’s strong operational track record speaks for itself, outperforming peers with same-store office occupancy, securing its next innovative development opportunity adding to the Company’s premier portfolio of assets, while continuing to build the Company’s high-margin, fee-based businesses, and maintaining a fortress balance sheet.

Contributing to our operational success is our sector leadership in sustainability. Every building in our portfolio holds one or more sustainability certifications, meeting the expectations of today’s institutional tenants. Our decarbonization efforts have also enabled full compliance with NYC’s Local Law 97 through 2029, considered the most ambitious emissions law in the country.

Finally, the Board has been particularly focused over the past several years on balance sheet improvement, and the Company again executed on an aggressive program of dispositions and debt repayment, refinancing and extensions that further improved the balance sheet this year, with an aggressive plan in place and underway for 2026. We also oversaw significant advances in portfolio security and cybersecurity, scenario planning for new potential threats to ensure we have the most secure operations in the industry.

We appreciate the confidence you have placed in this Board and will continue to actively work on your behalf in the years to come. We remain committed to rigorous oversight of management as it executes our strategy to deliver superior stockholder value through a portfolio of well-located, amenitized, and cash-generating Class A office properties.

Sincerely,

John H. Alschuler

Lead Independent Director

Stephen L. Green

Director and Chairman Emeritus

Peggy Lamb

Carol N. Brown

Craig M. Hatkoff

Andrew W. Mathias

Director

Lauren B. Dillard

Marc Holliday

Chairman of the Board of Directors and Chief Executive Officer

				1

BOARD RESPONSIVENESS TO 2025 SAY ON PAY VOTE

Our Board has always valued stockholder feedback and has engaged in a robust stockholder outreach program over many years. Stockholder feedback received following our 2025 Annual Meeting directly informed Board and committee-level decisions, including those related to executive compensation listed in the table below.

		Offered engagement to stockholders owning approximately				Direct one-on-one discussions with stockholders owning approximately				Directors participated in calls with stockholders representing approximately
		75% of Outstanding Shares				67% of Outstanding Shares				61% of Outstanding Shares

	2			SL GREEN REALTY CORP. 2026 PROXY STATEMENT

		Shareholder Feedback (“What we heard”)				Board Responsiveness (“What we did”)
		Following the June 3, 2025 Annual Meeting
		Increase formulaic performance basis of NEOs’ annual bonus to at least 50%				August 2025: General Counsel Employment Agreement Implemented 50% formulaic performance-based annual bonus versus prior annual bonus structure which was 100% discretionary February 2026: President and Chief Investment Officer Employment Agreement Implemented 75% performance-based annual bonus
		Ensure NEO compensation plans do not include “guaranteed” incentives				June 2025: Amended CEO Employment Agreement Clarified that the CEO’s annual time-based award is not guaranteed, with the ultimate value to be determined by the Committee based on performance during the prior year
		Eliminate formulaic cash payments following a change of control				Eliminated the provision in the: – CEO employment agreement (June 2025) – General Counsel employment agreement (August 2025) – CFO employment agreement (February 2026) – President employment agreement (February 2026)
		Eliminate short-term performance periods in long-term performance incentives plan for all NEOs				Adopted three-year performance goals in long-term performance equity awards for: – General Counsel’s 2025 equity awards – CFO’s 2026 equity awards – President’s 2026 equity awards
		Prior to the June 3, 2025 Annual Meeting
		Eliminate short term performance periods in long-term performance incentives plan				December 2024: CEO New Employment Agreement – Eliminated short-term performance periods from long- term incentive plan – Adopted exclusively three-year performance goals in long-term performance equity awards – Reduced target value from $7.5 million to $5.0 million in annual long-term performance-based equity awards
		Update cash severance basis to “average” and eliminate “maximum bonus”				December 2024: CEO New Employment Agreement Reduced cash severance basis from “maximum bonus” to “average bonus in prior two years”

			3

TRANSFORMATION OF EXECUTIVE PAY REFLECTS STOCKHOLDER FEEDBACK, WITH FOCUS ON CREATING SUSTAINABLE STOCKHOLDER VALUE

	Pay Element				Evolution of Executive Pay (2019–2026)
	Base Salary				✓ Remains the only fixed pay element ✓ Base salaries determined under respective employment agreements with no guaranteed increases each year
	In response to stockholder feedback: ✓ Deferred Compensation pay element was eliminated
	Annual Bonus				✓ Primarily performance-based incentive structure with payouts determined based on Company performance against preset financial and operational goals in line with those announced at Investor Conference ■ CEO Annual Bonus: 100% formulaic ■ President Annual Bonus: 75% formulaic ■ CFO Annual Bonus: 60% formulaic ■ General Counsel Annual Bonus: 50% formulaic ✓ Up to 100% of annual incentive may be paid in equity that remains subject to a three-year no-sell restriction
	In response to stockholder feedback: ✓ The formulaic component has been increased while decreasing discretionary component ✓ TSR was replaced with operating metrics
	Long-term Incentives				✓ Performance-based equity incentives for all NEOs include a 3-year performance period ✓ Time-based equity incentives for CEO and President subject to an Outperformance Modifier (as defined herein) based on Company performance against three-year operational and financial goals
	In response to stockholder feedback: ✓ All short-term performance goals in LTI performance awards have been eliminated ✓ Retesting and guaranteed equity awards have been eliminated
	Other				✓ No excessive benefits for NEOs
	In response to stockholder feedback: ✓ Elimination of provisions that provide for formulaic cash payments following a change in control in lieu of existing base salary, annual bonus and equity award entitlements ✓ Updated cash severance basis to generally be the average bonus in prior two years (from maximum bonus)

	4			SL GREEN REALTY CORP. 2026 PROXY STATEMENT

2026 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

	Election of Directors • The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated eight directors for re-election to serve until the 2027 Annual Meeting of stockholders and until their successors are duly elected and qualify.	The Board recommends a vote FOR each Nominee. SEE PAGE 10
John H. Alschuler Carol N. Brown Lauren B. Dillard	Stephen L. Green Craig M. Hatkoff Marc Holliday	Peggy Lamb Andrew W. Mathias
• Our nominees represent a Board that has varied knowledge, skills, experience, perspectives and backgrounds. • Each nominee has key skills that we believe are valuable to the effective oversight of the Company and the execution of our strategy.
	Advisory Approval of Executive Compensation • At the heart of our executive compensation philosophy is a commitment to variable, incentive-based pay that strives to align stockholder value with the economic interests of our management team. • We believe that our executive compensation programs provide appropriate performance-based incentives to attract and retain leadership talent in the highly competitive New York City real estate market, to align management and stockholder interests and to continue to drive our long-term track record of superior return to stockholders.	The Board recommends a vote FOR this proposal. SEE PAGE 40
	Ratification of Independent Registered Public Accounting Firm • The Audit Committee of the Board has appointed the accounting firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. • The Audit Committee and the Board believe that the appointment of Deloitte & Touche LLP is in the best interest of the Company and its stockholders.	The Board recommends a vote FOR this proposal. SEE PAGE 83

	2026 PROXY STATEMENT HIGHLIGHTS			5

BUSINESS OVERVIEW AND HIGHLIGHTS

Leading New York City-focused REIT

Manhattan’s largest office landlord

Interests in 56 buildings representing 31.4 million square feet as of December 31, 2025

Same-store occupancy of 93.0% as of December 31, 2025, outperforming the Manhattan market average of 86.1%1

Active, Responsible and Engaged Business Strategy

Manhattan-focused with significant experience and market-leading insights

Transaction-oriented company, executing more transactions in one year than many of our competitors over a multi-year period

Ongoing diversification with adjacent high-margin businesses lessen long-term impact of economic cycles

Sustainable Development Creating Value for Our Stakeholders

Committed to maintaining our industry leadership

Governed by fiscally responsible policies that guide sustainable operations, contribute to risk management and positively impact stockholders

		100% of our owned and operated portfolio hold one or more sustainability certifications

		GRESB Sector Leader Recognized as one of the top two performers in the Mixed-Use Real Estate sector

		Newsweek’s America’s Greenest Companies 2026 and USA Today’s America’s Climate Leaders 2025 included the company in their respective sustainability rankings

	As of December 31, 2025. More details can be found at SL Green’s 2025 ESG Report found under the “Sustainability—Reports and Resources” section of our corporate website at www.slgreen.com. The information found on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC.

1 Colliers. Research Report: Manhattan, New York City Office Report, 2025 Q4. Retrieved from Colliers.com.

	6			SL GREEN REALTY CORP. 2026 PROXY STATEMENT

STOCKHOLDER-FRIENDLY CORPORATE

GOVERNANCE & INDEPENDENT OVERSIGHT

SL Green has a history of strong corporate governance and stockholder-friendly practices.

			Board Composition Varied knowledge, skills, experience, perspectives and backgrounds
			Experience Broad experience serving on public boards in industries relevant to the Company
			50% of our Board nominees currently serve or have served on the Boards of other publicly traded companies
			Leadership Strong corporate leadership backgrounds such as being CEO, CFO or holding other executive positions
			88% of our Board nominees currently serve or have served as CEO or in senior leadership positions

	2026 PROXY STATEMENT HIGHLIGHTS			7

ESG HIGHLIGHTS

ESG Oversight

Key ESG Achievements

		Industry Leadership			Building Certifications Owned and Operated			Awards & Accolades

GRESB Sector Leader for Mixed Use Real Estate 2025	MSCI Top 25% in Opportunities in Green Building Score: BBB	WELL Score & HSR 91% Rated	Great Place to Work® Certified March 2022-February 2025
ISS Top 10% Corporate America’s Greenest Companies	Green Lease Leaders Platinum 2023-2026	LEED 91% Certified	NYC Service 2025 Mayoral Service Recognition Program 2025
Sustainalytics Top Rated ESG Companies List	State Street R-Factor Score Leader Top 10% Ranking in Real Estate	BOMA 360 90% Rated	Newsweek America’s Greenest Companies 2026
S&P CSA Sustainability Yearbook Member 2025	CDP Climate Change Questionnaire Score: B	Cigna Well Being Award 2022-2025	USA Today America’s Climate Leaders 2025

			SL GREEN REALTY CORP. One Vanderbilt Avenue New York, New York 10017-3852			8

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

			Date & Time June 2, 2026 12:00 PM, Eastern Time					Location The auditorium at One Vanderbilt Avenue, New York, New York					Record Date March 31, 2026

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on June 2, 2026 at 12:00 p.m., Eastern Time in the auditorium at One Vanderbilt Avenue, New York, New York. We strongly encourage you to vote your shares by proxy prior to the Annual Meeting.

Items of Business—the Annual Meeting will be held for the following purposes:


To elect the eight director nominees named in the proxy statement to serve on the Board of Directors for a one-year term and until their successors are duly elected and qualify PAGE 10		To hold an advisory vote on executive compensation PAGE 40	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 PAGE 83
	Vote FOR			Vote FOR	Vote FOR

In addition, stockholders may be asked to consider and vote upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof. Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned, or to which the Annual Meeting may be postponed. The Board of Directors has fixed the close of business on March 31, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. By Order of the Board of Directors,	Voting Your vote is very important to us. Please vote as soon as possible by one of the methods shown below:
	By Internet Visit www.proxyvote.com	By Telephone Call 1-800-454-8683
	By Tablet or Smartphone Scan this QR code to vote with your mobile device
Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. You may authorize your proxy via the Internet or by telephone by following the instructions on the website indicated in the Notice of Internet Availability of Proxy Materials that you received in the mail. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you attend the Annual Meeting, you may vote during the Annual Meeting if you wish, even if you previously have signed and returned your proxy card. You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the Annual Meeting. To be admitted to the Annual Meeting, you will be required to present a recent brokerage statement or other evidence of your ownership of our stock as of the record date of the Annual Meeting. Please note that if your shares are held of record by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares voted.
Andrew S. Levine Secretary New York, New York April 22, 2026	Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 2, 2026. This proxy statement and our 2025 Annual Report to Stockholders are available at http://www.proxyvote.com

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.