AGM 2020

Jun 1, 2020

Good morning, and welcome to the SL Green Realty Corporation Annual Meeting of Stockholders. I would now like to turn the meeting over to Mark Holliday, Chairman of the Board of Directors and the Chief Executive Officer of SL Green Realty Corporation. Please go ahead. Thank you. Good morning, ladies and gentlemen. I am Mark Holliday, the Chairman of the Board of Directors and the Chief Executive Officer of SL Green Realty Corp. We appreciate your attendance today, and it's my pleasure to welcome you to the 2020 Annual Meeting of Stockholders of the company. Due to the continuing impact of the coronavirus pandemic and in order to protect the well-being of our stockholders, employees and the community at large, we are holding this year's annual meeting in this virtual format and we hope it's still as informative and engaging as the prior ones have been and hope we hope to return to the normal format next year. It is now slightly after 10 a. M. And I call the meeting to order. At this time, I would like to introduce to you some of the key members of the company's management team joining by audio today. Andrew Mathias, the company's President and Director Matt Diliberto, the company's Chief Financial Officer Andrew Levine, the company's Chief Legal Officer and General Counsel. Finally, I'd like to introduce Mark Gerber of Skadden, Arp, Slate, Meager and Flam, company's outside corporate counsel Cathy O'Sullivan of Ernst and Young, the company's independent registered public accounting firm and Tracy Oates, who will serve as our Inspector of Election, all of whom are joining us by audio. At this time, I would like to turn the meeting over to Andy Levine, is acting as the secretary for this meeting. Thank you, Mark. We will follow the agenda posted on the virtual meeting portal. Following introduction of the items of business, we will address stockholder questions relating to those items. That will be followed by our Chairman and CEO's remarks concerning SL Green Realty's business and then a general question and answer session. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting portal. Similar or related questions will be grouped together and answered once. In addition, we request that you keep your questions as brief as possible. Please include your name and affiliation, if any, and whether you are a stockholder or proxy holder. Also the use of recording devices is expressly prohibited during the meeting. We have 3 items of business on today's agenda. First, we will ask SL Green stockholders to elect 9 directors to serve on our Board of Directors for a 1 year term. 2nd, we will ask our stockholders to approve on an advisory basis, the compensation of our named executive officers. And finally, we will ask our stockholders to ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending on December 31, 2020. Mr. Chairman, this annual mailed beginning on or about April 24, 2020 to each stockholder of record of our common stock as of the close of business on March 31, 2020, the date the Board of Directors fixed as the record date for determining stockholders entitled to notice of and to vote at this annual meeting and the notice of change of the date and format of the meeting announced via press release and SEC filing. I present my affidavit as Secretary of the company stating that each stockholder of record of our common stock on March 31, 2020 was mailed a notice of annual meeting and proxy materials in the form annexed to the affidavit on or about April 24, Computershare, our transfer agent has prepared a certified list of holders of common stock of the company entitled to vote at this meeting arranged in alphabetical order showing the address of each and the number of shares of common stock registered in the name of each holder of common stock. All documents concerning the call and notice of this annual meeting will be filed with the records of this annual meeting. The Chairman has appointed Tracy Oates to serve as an Inspector of Election to conduct the voting of this meeting, the Inspector has filed her signed oath of office. Will the Inspector of Election please report on the common stockholders present in person or by proxy? Mr. Chairman and Mr. Secretary, a preliminary report indicates that of the 77,590,864 shares of common stock outstanding on the record date and entitled to vote at this meeting, a majority is present in person or by proxy. On the basis of the preliminary report of the Inspector of Election, I declare a quorum present in this annual meeting duly convened and competent to proceed with the transaction of business. We may now proceed to our formal business. The first item of business is to elect 9 directors to serve on our Board of Directors for a 1 year term. These directors will be elected to serve for a term that expires on the date of the 2020 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for election designated by the Board of Directors and as set forth in the proxy statement are John Altschuler, Betsy Atkins, Edwin C. Burton III, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Mark Holliday, John S. Levy and Andrew W. Matthias. Information concerning their principal occupations, service as board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established by the company. Therefore, no additional nominations may be made at this meeting and I declare the nominations to be closed. The Board of Directors recommends that stockholders vote for the election of measures Alschuler, Burton, Greene, Hatcoff, Levy, Holiday and Matthias and Madams Atkins and Dillard. The second item of business is the approval on an advisory basis of the compensation of SL Green's named executive officers. The compensation committee and the Board of Directors each previously approved such compensation. This proposal is advisory. Although non binding, the vote will provide information to our compensation committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee and our Board of Directors will be able to consider when making future executive compensation decisions. The Board of Directors recommends that stockholders vote for the approval of the compensation of SL Green's named executive officers. The 3rd and final item of business is the ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee appointed Ernst and Young after carefully considering its independence and qualifications, including its performance in prior years and its reputation for integrity and for competence in the fields of accounting and auditing. Ms. O'Sullivan of Ernst and Young is available to respond to appropriate questions. The Board of Directors recommends that stockholders vote for the ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. We now proceed to the question and comment period for the agenda items. We will address general questions on the agenda items, we will now proceed to the vote. It is 10:13 am on June 1, and the polls for voting on all matters are open. If you have previously voted by proxy and do not want to change your vote, it is not necessary to vote at this time. If you have not voted or if you wish to change your previously cast vote, please do so by clicking the vote button on the virtual meeting portal and following Please remember that if you have already voted by proxy, it is not necessary to vote again. Your submission of a new vote will revoke all prior proxies. After voting has been completed on all matters on the agenda, we will close the polls and the Inspector of Election will provide her preliminary report. We will now pause for a moment to allow stockholders to complete their voting. The polls are now closed. I am advised that the Inspector of Election is ready to report the preliminary results. Will the Inspector of Election present her report? I hereby present the report on the preliminary results of the voting. Proposals 1, 2 and 3 have passed. Mr. Chairman, the stock holders have elected John H. Elshuler, Betsy Atkins, Edwin T. Burton III, Lauren B. Dillard, Stephen L. Green, Craig M. Hatcoff, Mark Holliday, John S. Levy and Andrew W. Mathias as Directors have approved the compensation of SL Green's named executive officers and have ratified the appointment of Ernst and Young LLP as SL Green's independent registered public accounting firm for 2020. We will now proceed to the general question and comment period. But prior to taking any questions or comments, our CEO, Holiday, would like to share some comments with you about the company. Thank you, Andy. With summer fast approaching, I know we are greatly looking forward to getting back to our normal routines as states around the country, including New York, begin to reopen and workforce limitations are lifted. Of course, the pandemic has caused us to alter the way we think about daily social interaction, workplace safety and health and hygiene, in some cases for the better, in some cases not, but across the board changes are afoot that will make most workplaces safer and healthier than previously. In New York City, SL Green is at the forefront of developing and implementing new workplace standards and policies to give tenants and their employees added confidence to return to work in a safe and thoughtful manner. This is a critical concern for SL Green since we are practically and fundamentally in the business of developing, leasing and operating office space as the largest commercial landlord in the city that's been hardest hit by coronavirus. Our business, along with most others in New York City, has been negatively impacted by the cities and states work from home response to COVID-nineteen as we can neither sell our product exclusively online nor deliver it into people's homes. Our larger tenants have managed to adapt to this temporary and fluid situation. However, many of our smaller tenants have had to resort to government loans, depleting savings or tapping security deposits in order to meet their financial obligations as the shutdown finally begins to wind down. Some of the worst affected, particularly destination only retailers and foodservice tenants are completely shuttered with uncertain prospects of a reopening timeline. Despite these challenges created by the COVID-nineteen crisis, I'm very, very pleased with the performance of this company throughout the work from home pandemic. Our collections have held up well as a result of our high quality, long dated and creditworthy rent roll and we have amassed a substantial amount of cash liquidity in a very short period of time, which is the reflection of the hard work of our employees and the resiliency of the Manhattan real estate marketplace. Lease renewals have picked up pace in response to tenants' acknowledgment of the cost efficiencies staying put, a trend we expect to continue at least through the balance of the year. Of course, this will come at the expense of new leasing volumes on existing vacant space, which we expect to take a back seat through that same period through the end of this year. The expression of all these market forces can be seen in our stock price, which is unfortunately down approximately 60% in just 4 months along with similar declines for other major New York City office rates. While the sell off in our stock is overblown, it does point to the challenging economic headwinds that we confront and the realities of this new market environment we must battle against and prevail within. And to that end, I can't tell you how proud I am of the way in which our company has risen up over these past few months to meet this challenge. It is a testament to the resiliency of our platform and the dedication of those SLG employees and essential workers who are working hard from the office out in the field and at home. Our collections, as I mentioned, have been remained very high throughout these months through active management of our rent roll. We've managed to keep our collections rate at 90% or above for the months of March, April and we're tracking there for May. Through active negotiations and applications with the state, the city and Department of Buildings, we've been able to keep our construction projects on track for those projects that meet some type of exempt status involving site safety, affordable housing, transit and infrastructure importance and or financial services related. At OVA, we have a recovery schedule that puts the new TCO date only about a month behind the previous TCO date even though we've lost far more than that in terms of downtime. In terms of completed transactions, we've continued to work on dispositions and joint ventures during this period of time, completing the joint venture with NPS, National Pension Service of South Korea for 49.5 percent of 1 Madison Avenue. 126 Nassau, we completed a joint venture with a partner there. 609 5th Avenue, we completed a sale to a London based buyer. We completed the sale of the Olivia to a large domestic asset management firm. And we at the very beginning of this process back in early March, we completed the recapitalization of the debt and equity stack at 5x Square. So all in all, it's been a very, very active and productive few months. We've also been very active on the loan sale front. As we said on our last earnings call, we've now completed 5 loan sales generating significant monies that will go towards our $1,000,000,000 plan. So with that said, I would want to highlight one of the, I think, proudest achievements of the company and that is the launching of the Food First Foundation. In just 5 weeks, this has been one of our most notable accomplishments during this period of time And it's something that has many benefits and serves many purposes all to the benefit of New York City and its food service industry and recipients who are in need of food. We launched Food First in response to the COVID crisis to reopen kitchens around New York City by purchasing meals from restaurants that were otherwise shut down and employees were on unemployment. And then we donate those meals free of charge to those most affected by COVID. Ultimately, this program is a complete win for New York City as we are helping restaurant tenants, providing much needed support to recipients and helping alleviate a burden for the city at this time. I'm proud to let you all know today that we have surpassed 100,000 free meals serve to recipients that include Mount Sinai Hospital, Lenox Hill Hospital, Columbia University, NYU Langone, New York Presbyterian, Montefiore Medical, City Meals, the Bowelry Mission, etcetera. This initiative has quickly become a national symbol of how to organize food distribution to those in need during a time of crisis, So much so at the Mayor's office has been very supportive of our efforts and recognition of Food First, which is a real feather in our cap. So as you can see overall, we've been fairly productive during the first period since the governor issued his executive order on March 3 for a state of emergency. We can't control the market, but we can make the most of it for the benefit of our shareholders, partners, lenders, tenants, employees and community. The road back after such a sharp and severe decline will not be an easy one, but we have a definite game plan on how we survive during this unprecedented market decline and then lead the sector out through our single-minded focus on delivering excellence and outperformance. New York City may be out of favor right now, but time and time again predictions of the city's decline have proven premature and incorrect as resilient New Yorkers always seem to find a way of learning from this fortune to propel themselves to new levels of achievement. I don't expect that this current market dislocation will be any different. Although more challenging than anything we previously experienced and we will do our part to help all businesses, those deemed essential and non essential to get back on their feet by providing safe, secure and hygienic workspaces. So with that, I'll turn it back to Anthony. Thank you, Mark for those very helpful remarks on the company. I now invite you to submit any questions you may have regarding the company and its business. Please follow the instructions provided on meeting portal to submit questions. Again, please include your name and affiliation, if any, and whether you are a stockholder or a proxy holder. Mark, here is our first question. Good morning, Mr. Chairman. My name is Gerald Matthews from the United Brotherhood of Carpenters. The Carpenter Union Pension Funds have a collective ownership position of 96,400 shares of the company's common stock. As long term investors, we appreciate the company's actions to address employee health and safety issues in response to the COVID-nineteen pandemic. Financial liquidity is extremely important in these challenging times. During the Q1 of the year, the company repurchased approximately $219,000,000 of going forward, what will be the factors the Board or senior management considers in deciding to reinitiate share purchases? Thank you. Okay. That's from Gerald. Yes. Yes. Thank you, Gerald, for the question. On our last conference call, we mentioned that we were taking a pause on share buybacks as we set out to amass substantial cash liquidity and something we call the $1,000,000,000 plan. And we also mentioned at that time that to the extent we are successful in meeting that plan, we would then feel we had sufficient capacity, essentially defensive capacity to cover multiple times over our dividend, our construction costs, other liabilities for a period of years such that anything in excess to the $1,000,000,000 we would use more offensively for things like stock repurchase or possibly new investment or further debt reduction. So that is unchanged. We are still on that course. That is our game plan and we feel we'll be successful in that game plan. The factors that go into the decision to continue to utilize the existing and authorized capacity is 1st and foremost having sufficient liquidity, but also feeling that we have a strong enough outlook for collections and market viability going forward that such share repurchases make sense and also real time monitoring of the underlying value of our assets, our net asset value. We have a very rigorous process that we conduct 2 to 3 times a year depending on circumstances to make sure at all times we have a very good sense of real time information as it relates to the valuation of every single asset in the company. And we don't just evaluate that in a vacuum, but we're always testing our thesis because we are one of the most active sellers of product in New York City via disposition of assets or joint venturing of assets. And that gives us real market data that we can compare back to our internal net asset valuation calculations to make sure that we are tracking within just a few percent or so at any given moment in time of what we feel is the real time mark to market of our assets. And we use that as another factor in deciding when and how much and at what price to move forward on share repurchases. So all those factors are considered by the Board and by executive team in close collaboration. And that's basically what goes into the decision, not just now, but at all times, whether and when to be in the market for share repurchase. Thank you, Mark. There are no further questions. Okay. Well, being no further questions, I want to first thank you, Andy. The 2020 Annual Meeting is now adjourned. I want to thank all of you who have attended this meeting for the interest that you have shown in SL Green Realty Corp. Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.