Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 19, 2020, the Board of Directors (the "Board") of Paramount Group, Inc. (the "Company") approved the Company's Third Amended and Restated Bylaws to decrease the maximum number of directors that may serve on the Board from ten directors to nine directors pursuant to Section 3.3 of the Company's Third Amended and Restated Bylaws.

The foregoing description of the Company's Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Company's Third Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

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

On May 19, 2020, the Company held its 2020 annual meeting of stockholders (the "Annual Meeting") in a virtual meeting format. As of the record date, there were a total of 225,925,587 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each matter, as applicable.

Proposal 1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2021 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:



                                                                  Broker
Names of Directors             For        Against     Abstain   Non-Votes
Albert Behler              182,572,817    4,592,295   178,771   10,697,979
Thomas Armbrust            181,375,826    5,962,073     5,984   10,697,979
Martin Bussmann            186,657,997      679,902     5,984   10,697,979
Colin Dyer                 186,658,101      679,800     5,982   10,697,979
Karin Klein                184,265,583    3,072,318     5,982   10,697,979
Peter Linneman             179,752,434    7,585,466     5,983   10,697,979
Katharina Otto-Bernstein   181,372,036    5,965,871     5,976   10,697,979
Mark Patterson             117,804,459   69,532,977     6,447   10,697,979
Greg Wright                186,654,389      683,047     6,447   10,697,979



Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2021 and until the directors' successors have been duly elected and qualified or until a given director's earlier resignation or removal.

Proposal 2.Votes regarding a non-binding, advisory resolution approving the compensation of the Company's named executive officers, were as follows:



                                       Broker
    For        Against     Abstain   Non-Votes
163,169,505   24,133,354    41,024   10,697,979



Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company's named executive officers was approved by the Company's stockholders.


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Proposal 3.Votes regarding the ratification of the audit committee's appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2020, were as follows:




     For           Against      Abstain
  197,793,117       194,601       54,144



Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2020 was duly ratified by the Company's stockholders.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit Number Description

3.1 Third Amended and Restated Bylaws of the Company

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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