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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. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 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 THE APPROPRIATE BOX):
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20182019 Proxy Statement

April 30, 201825, 2019

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20182019 PROXY STATEMENT HIGHLIGHTS

Logistics

Date & Time Thursday, May31,2018at10:May30,2019at10:00a.m., local time

Location Andaz Hotel,485 5thConvene (The Club Room), 237 Park Avenue, (at41st Street),2nd Floor, New York, NY10017New York, 10017

Record Date March29,2018March29,2019

Roadmap of Voting Matters

You are being asked to vote on the following matters:

		Proposal		Board Recommendation			See Page
1		Election of Directors
		The Board unanimously recommends a vote for each of John H. Alschuler, Edwin T. Burton, III, Lauren B. Dillard, and Stephen L. Green, Craig M. Hatkoff and Andrew W. Mathias to serve as directors until the 20192020 annual meeting of stockholders and until their successors are duly elected and qualify.		✓	FOR Each Nominee		98
2		Advisory Approval of Executive Compensation
		The Company seeks non-binding stockholder approval of the compensation of the company’s named executive officers, as described in the Compensation Discussion and Analysis section and compensation tables included in this proxy statement.		✓	FOR		2827
3		Ratification of Independent Registered Public Accounting Firm
		The Audit Committee and the Board believe that the continued appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20182019 is in the best interest of the Company and its stockholders.		✓	FOR		5859

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.

Your Vote is Important—Vote Now

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 Tablet or Smartphone Scan this QR code to vote with your mobile device

By Telephone Call1-800-454-8683 24h/7

2018 Proxy2019Proxy Statement   1

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20182019 PROXY STATEMENT HIGHLIGHTS

Business Overview and Highlights

Our Mission		We are a fully integrated REIT focused on maximizing total return to stockholders through strategically acquiring, redeveloping, repositioning and managing commercial properties, located primarily in Manhattan, in order to generate cash flow and create value.
Who We Are1		$1.8 Billion Combined Revenues	#1 Owner of Office Property in Manhattan	53.748.3 Million Total Square Feet2	$20.416.9 Billion Enterprise Value

We differentiate ourselves from our peers and competitors in three key ways:

	Active and Engaged Business Strategy
	●SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company ●In any given year, we execute more transactions than many of our competitors do over a much longer, multi-year period ●SLG does not subscribe to a traditional “buy and hold” strategy and is a very active transaction-oriented company ●Accordingly, we frequently capitalize on opportunities in the market, maximizing returns
	Operations on Multiple Platforms
	●Buy and sell properties independently and collaborate with other organizations through joint ventures when advantageous ●Invest in redeveloping existing assets (e.g. 609 Fifth Avenue) and developdeveloping projects from the ground up (e.g. One Vanderbilt) ●Provide financing for other real estate investorsrelated entities through our debt and preferred equity platform – a unique servicebusiness that we offeroperate at a scale unmatched by our peers whichand that provides us a diversified source of revenue and market intelligence
	NYC-Focused Business Model
	●Singularly focused on New York City real estate – one of the most liquid and resilient markets through business cycles, butand also one of the most complex and competitive ●Presence and operations in this complex and highly competitive market necessitate a top level of talent in our executive ranks ●Our leadership team manages our cost base, allowingallows us to be very efficient, with an employee base much smaller than other fully-integrated “gateway city” real estate companies that transact far less business than SLG

	Growth in FFO Per Share
	25%16% growth in normalized FFO per share since 20132014	Normalized FFO Per Share(3)

	Superior Long-Term TSR
	SLG TSR % vs. MSCI U.S. REIT Index Total Return(4)
			We have continued to deliver superior long-term return to stockholders, or TSR

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20182019 PROXY STATEMENT HIGHLIGHTS

Stockholder Engagement and Responsiveness – Significant Changes for 2019

Since the2018annual meeting, we have reached out to over70% of stockholders. In response to feedback we received from stockholders,our engagement efforts, our Board reduced director compensation, and the Compensation Committee fundamentally redesigned our CEO’s compensation as governed by his employment agreement, significantly simplifying the structure of ourexecutive compensation program by reducingto implement the overall components and enhancing the transparency of the program.following changes:

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2018 PROXY STATEMENT HIGHLIGHTS

2017 Pay Outcomes Demonstrate Pay-for-Performance Alignment

2017 Annual Cash Bonus Program

The following table reflects the2017cash bonuses awarded to Messrs. Holliday, Green and Mathias pursuant to our annual cash bonus program. As a result of the rigor of the performance targets established by the Committee for our annual cash bonus program, the amounts paid to Messrs. Holliday, Green and Mathias were below target and significantly reduced for2017compared to2016

Actual Results of the 2014 Outperformance Plan

The performance period of the2014Outperformance Plan concluded August31,2017, with the following actual performance for the period from September1,2014to August31,2017:

Despite the disclosed grant values appearing in our Summary
Compensation Tables for fiscal years 2015-2017, our named executive
officers ultimately received no payout under the 2014 OPP.

	G&A Expense as a Percentage of Average Assets(1)	G&A Expense as a Percentage of Total Revenues(1)
We have consistently maintained low G&A expenses, with G&A expense as a percentage of total assets and revenues among the lowest of our office REIT peers

Companies used for comparison in G&A expense analysis are: Alexandria Real Estate Equities, Inc., Boston Properties, Inc., Brandywine Realty Trust, Douglas Emmett, Inc., Empire State Realty Trust, Inc., Kilroy Realty Corporation, Mack-Cali Realty Corporation, Paramount Group, Inc. and Vornado Realty Trust. Office peer data obtained from Weekly Sector Scorecard, Office, dated4/6/2018published by Stifel, Nicolaus & Company, Incorporated

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20182019 PROXY STATEMENT HIGHLIGHTS

	Diversity		Experience		Leadership
	Our Board represents diversity in its broader sense. This meanshas a diversity of knowledge, skills and education, as well as diversity of age, gender and outlook 33%of our independent Board members are women		Our Board members have broad experience serving on public boards in industries relevant to the Company 78%of our Board have served on the Boards of other publicly traded companies		Our Board members have strong corporate leadership backgrounds such as being a CEO, CFO or holding other Executive positions
	33%of our independent Board members are women		78%of our Board currently serve or have served on the Boards of other publicly traded companies		89%of our Board currently serve or have served as CEO or in senior leadership positions

	Succession PlanningBoard Refreshment
	We remain focused on refreshing the membership and leadership of the Board and its Committees.
			Chairman transition: In April 2018,January 2019,Stephen L. Greenannounced he will be steppingstepped down as Chairman of the Board and transitioningtransitioned into the role of Chairman Emeritus, and we will appointMarc Hollidaywas appointed to succeedMr. Greenas our Chairman in addition to serving as our Chief Executive Officer		Committee chair rotations: In February 2018,Lauren DillardreplacedJohn Alschuleras chair of our Compensation Committee In March 2018,Craig HatkoffreplacedJohn Levyas chair of our Nominating and Corporate Governance Committee

	Stockholder Amendments to Bylaws
		In December 2018, we amended our bylaws topermit our stockholders to amend our bylawsby a majority vote without any ownership or holding period limitations.

	Declassified Board
		AtOur directors are now elected for one-year terms following stockholder approval of our 2017 annual meeting, stockholders approved a proposal to declassify our Board.Beginning in 2018, directors whose terms are expiring will be elected for one-year terms.By our 2020 annual meeting, our Board of Directors will be fully declassified.declassified.

	Proxy Access
	Since2016, ourOur bylaws permit:
	A stockholder (or a group of up to20stockholders)		3% / 3-years		2candidates /20%
			Owning3% or more of our outstanding common stock continuously for at least three years		2candidates /20% To nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or20% 20% of the Board, if the nominee(s) satisfy the requirements specified in our bylaws

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20182019 PROXY STATEMENT HIGHLIGHTS

We are committed to corporate social responsibility initiatives that deliver efficiency, value and health for our business, tenants and community. Highlights of these initiatives are set forth below. Our Global Reporting Initiative (GRI) compliant sustainability reports and other information relating to these initiatives are available on our website at http://www.slgreen.com/sustainability.

	SustainabilityESG Awards
		●	Bloomberg ESG Disclosure score is the highest score for all companies in the REITs-Office Property sector
		●	Thomson Reuters ESG score of “A-”
		●	ENERGY STAR Partner of the Year – Sustained Excellence (2018)(2018, 2019)
		●	Achieved a “B” Carbon Disclosure Project score as a first-time reporter (2018)
		●	Awarded the “Changemaker Award” by the NYC Mayor’s Office of Service in recognition of SL Green’s volunteerism and philanthropic efforts (2018)
		●	Real Estate Finance & Investment’s “Most Sustainable REIT” (2017, 2018)
	●	Building Owners and Managers Association’s (BOMA) “Earth Award” (2017)
	●	Business Intelligence Group’s “2017Sustainability Award” (2017)
	●	Institute of Real Estate Management’s “Corporate Innovation” REME Award (2017)
	●	Institute of Real Estate Management’s “Workplace Environment: Sustainability Programs” REME Award (2016)
	●	Ranked amongNewsweek’slist of the country’s greenest businesses (2014, 2015, 2016)
	●	Urban Green Council’s “It Takes a Village” EBie Award (2016)(2017, 2018)

	Environmental Initiatives
		●	Deployed over $62M capital investment in energy efficiency projects over the past decadeGoal to reduce greenhouse gas emissions intensity 30% by 2025 portfolio-wide
		●	Goal to reduce carbon emissions30% by2026LEED certified 63% of fully owned and eliminate single use plastic in corporate offices80% in2018operated properties
		●	Committed to achieve LEED certifications for 73%Achieved 20 ENERGY STAR labels in 2018 within the Manhattan portfolio across 14 million square feet, representing 9% of the owned and managed portfolio by2018all ENERGY STAR labels achieved in Manhattan
		●	Proactively analyze climate change risk and resiliency through life cycle assessments from asset acquisition through disposition18 million square feet of Manhattan portfolio participating in the WELL Portfolio program
		●	3 million square feet in active sustainable development projects, including One Vanderbilt

	Social Initiatives
		●	Investment in employees through funding of training programs, tuition reimbursement and continued education courses
		●	Comprehensive business conduct & ethics, diversity, workplace harassment, discrimination, substance abuse, and safe workplace policies implemented
		●	Market-leading benefitbenefits program spanning healthcare,401k 401k match, employee stock purchase plan, disability coverage, wellness and life insurance
		●	SponsorCoordinate over 130 volunteering events annually, and contribute $1.4M across 100 partner organizations corporatelyincluding employer-sponsored volunteer days
	●	98% of employees have completed anti-harassment trainingContribute $1M across over 100 partner organizations corporately and sponsor a charitable contribution match program

	Governance Initiatives - Sustainability
		●	Executive and Board oversight of sustainability mission statement and goal setting
		●	Alignment of climate goals with NYC and NYS governing legislatures
		●	Annual GRI sustainability reports distributed to the Board, investors, tenants, vendor partners and government stakeholders
		●	Stakeholder engagement and materiality assessment processes initiated across tenants, community members, industry peers and employees to identify material ESG parameterstopics

Going Greener

SL Green reports “In Accordance - Core” with the Global Reporting Initiative’s (GRI) G4framework, which ensures our sustainability program is transparent to all stakeholders. Adhering to GRI facilitates decision making, year-over-year performance and goal-setting surrounding our ESG initiatives.

We are proud of our industry-leading sustainability program and we encourage you to learn more about our sustainability strategy and achievements. Our reports and sustainability news are available on our website at http://www.slgreen.com/sustainability.

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SL GREEN REALTY CORP.
420Lexington Avenue
New York, New York10170-1881
 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the2018annualthe2019annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on Thursday, May31,2018at10:May30,2019at10:00a.m., local time, at the Andaz Hotel,485 5thConvene (The Club Room),237Park Avenue, (at41st Street),2nd Floor, New York, NY10017.New York,10017. The annual meeting will be held for the following purposes:

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 March29,2018asMarch29,2019as 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.

 
Andrew S. Levine

Secretary

New York, New York
April30,201825,2019

	Voting
	You may authorize your proxy via the Internet or by telephone:
	Visit www.proxyvote.com
	Scan this QR code to vote with your mobile device
	Call1-800-454-8683 24h/7
	Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May31,2018. 30, 2019. This proxy statement and our2017 2018 Annual Report to Stockholders are available at http://www.proxyvote.com

Whether or not you plan to attend the annual meeting, please complete, sign, date and promptly return the enclosed proxy card in the post-prepaid envelope provided or authorize your proxy by telephone or the Internet by following the instructions on your proxy card. For specific instructions on voting, please see the instructions on the proxy card or the information forwarded by your broker, bank or other holder of record. If you attend the annual meeting, you may vote in person if you wish, even if you previously have signed and returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from such bank, broker or other nominee.

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References in this proxy statement to “we,”“us, “us,”“our, “our,”“ours, “ours,” and the “Company” refer to SL Green Realty Corp., unless the context otherwise requires. This proxy statement and a form of proxy have been made available to our stockholders on the Internet and will be mailed to stockholders on or about April30,2018.April25,2019.

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OUR BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

We are committed to operating our business under strong and accountable corporate governance practices. You are encouraged to visit the “Investors—Corporate Governance” section of our corporate website at http://www.slgreen.com to view or obtain copies of our committee charters, Code of Ethics, Governance Principles and director independence standards. The information found on, or accessible through, 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. You also may obtain, free of charge, a copy of the respective charters of our committees, Code of Ethics, Governance Principles and director independence standards by directing your request in writing to SLGreen Realty Corp.,420Lexington Avenue, New York, New York10170-1881, Attention: Investor Relations. Additional information relating to the corporate governance of the Company also is included in other sections of this proxy statement.

Proposal 1: Election of Directors

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated John H. Alschuler, Edwin T. Burton, III, Lauren B. Dillard, and Stephen L. Green, Craig M. Hatkoff and Andrew W. Mathias for election to serve as directors until the2019annualthe2020annual meeting of stockholders and until their successors are duly elected and qualify. Messrs. Alschuler, Burton, Green, Hatkoff and GreenMathias and Ms. Dillard are currently are serving as our directors. Each of Messrs. Alschuler, Burton, Green, Hatkoff and GreenMathias and Ms. Dillard has consented to being named in this proxy statement and to serve as a director if elected. However, if any of Messrs. Alschuler, Burton, Green, Hatkoff and GreenMathias and Ms. Dillard is unable to accept election, proxies voted in favor of such nominee will be voted for the election of such other person as the Board nominates.

Majority Voting StandardBoard RefreshmentWe remain focused on refreshing the membership and leadership of the Board and its Committees.

Chairman transition:

A majorityIn January 2019,Stephen L. Greenstepped down as Chairman of all the votes cast with respectBoard and transitioned into the role of Chairman Emeritus, andMarc Hollidaywas appointed to a nominee’s election is required for such nomineesucceedMr. Greenas our Chairman in addition to be elected to serve on the Board. This means that the number ofvotes cast “for” a nominee must exceed the number of votes cast “against” such nominee, with abstentions and broker non-votes not countedserving as a vote cast either “for” or “against” a nominee. For more information on the operationour Chief Executive Officer

Committee chair rotations:

In February 2018,Lauren DillardreplacedJohn Alschuleras chair of our majority voting standard in director elections, see the section entitled “Our BoardCompensation Committee

In March 2018,Craig HatkoffreplacedJohn Levyas chair of Directorsour Nominating and Corporate Governance—Corporate Governance—Majority Voting Standard and Director Resignation Policy.”Governance Committee

	Stockholder Amendments to Bylaws
		In December 2018, we amended our bylaws topermit our stockholders to amend our bylawsby a majority vote without any ownership or holding period limitations.	The Board unanimously recommends a vote“FOR” the election of Messrs. Alschuler and Green and Ms. Dillard.

	Declassified Board
		Information Regarding the Nominees and the Continuing Directors TheOur directors are now elected for one-year terms following table and biographical descriptions set forth certain information with respect to the nominees for election as directors at the2018annual meeting and the continuing directors whose terms expire at the annual meetingsstockholder approval of stockholders in2019and2020, respectively, based upon information furnished by each director. Atour annual meeting of stockholders in2017, stockholders approved aour proposal to declassify our board. Accordingly,Board. By our board classes are being phased out, and directors whose terms are expiring will be elected for one-year terms. Our2020 annual meeting, our Board of Directors will be fully declassified by our2020annual meeting.declassified.

	2018Proxy Statement  Proxy Access
	9Our bylaws permit:
	TableA stockholder (or a group of Contentsup to20stockholders)		3% / 3-years		2candidates /20%
			Owning3% or more of our outstanding common stock continuously for at least three years		To nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or 20% of the Board, if the nominee(s) satisfy the requirements specified in our bylaws

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2019 PROXY STATEMENT HIGHLIGHTS

We are committed to corporate social responsibility initiatives that deliver efficiency, value and health for our business, tenants and community. Highlights of these initiatives are set forth below. Our Global Reporting Initiative (GRI) compliant sustainability reports and other information relating to these initiatives are available on our website at http://www.slgreen.com/sustainability.

	ESG Awards
		●	Bloomberg ESG Disclosure score is the highest score for all companies in the REITs-Office Property sector
		●	Thomson Reuters ESG score of “A-”
		●	ENERGY STAR Partner of the Year – Sustained Excellence (2018, 2019)
		●	Achieved a “B” Carbon Disclosure Project score as a first-time reporter (2018)
		●	Awarded the “Changemaker Award” by the NYC Mayor’s Office of Service in recognition of SL Green’s volunteerism and philanthropic efforts (2018)
		●	Real Estate Finance & Investment’s “Most Sustainable REIT” (2017, 2018)

	Environmental Initiatives
		●	Goal to reduce greenhouse gas emissions intensity 30% by 2025 portfolio-wide
		●	LEED certified 63% of fully owned and operated properties
		●	Achieved 20 ENERGY STAR labels in 2018 within the Manhattan portfolio across 14 million square feet, representing 9% of all ENERGY STAR labels achieved in Manhattan
		●	18 million square feet of Manhattan portfolio participating in the WELL Portfolio program
		●	3 million square feet in active sustainable development projects, including One Vanderbilt

	Social Initiatives
		●	Investment in employees through funding of training programs, tuition reimbursement and continued education courses
		●	Market-leading benefits program spanning healthcare, 401k match, employee stock purchase plan, disability coverage, wellness and life insurance
		●	Coordinate over 130 volunteering events annually, including employer-sponsored volunteer days
		●	Contribute $1M across over 100 partner organizations corporately and sponsor a charitable contribution match program

	Governance Initiatives - Sustainability
		●	Executive and Board oversight of sustainability mission statement and goal setting
		●	Annual GRI sustainability reports distributed to the Board, investors, tenants, vendor partners and government stakeholders
		●	Stakeholder engagement and materiality assessment processes initiated across tenants, community members, industry peers and employees to identify material ESG topics

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SL GREEN REALTY CORP.
420Lexington Avenue
New York, New York10170-1881
 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the2019annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on Thursday, May30,2019at10:00a.m., local time, at Convene (The Club Room),237Park Avenue, New York, New York,10017. The annual meeting will be held for the following purposes:

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 March29,2019as 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,
 
Andrew S. Levine
Secretary

New York, New York
April25,2019

	Voting
	You may authorize your proxy via the Internet or by telephone:
	Visit www.proxyvote.com
	Scan this QR code to vote with your mobile device
	Call1-800-454-8683 24h/7
	Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 30, 2019. This proxy statement and our 2018 Annual Report to Stockholders are available at http://www.proxyvote.com

Whether or not you plan to attend the annual meeting, please complete, sign, date and promptly return the enclosed proxy card in the post-prepaid envelope provided or authorize your proxy by telephone or the Internet by following the instructions on your proxy card. For specific instructions on voting, please see the instructions on the proxy card or the information forwarded by your broker, bank or other holder of record. If you attend the annual meeting, you may vote in person if you wish, even if you previously have signed and returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from such bank, broker or other nominee.

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

2018 Proxy Statement  11

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Continuing Directors—Terms Will Expire in 2019

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

2018 Proxy Statement  13

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Continuing Directors—Terms Will Expire in 2020

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Refreshment

Led by our NominatingWe remain focused on refreshing the membership and Corporate Governance Committee, the Board engages in ongoing director succession planning, including a focus on refreshingleadership of the Board and its Committees and enhancing the level of diversity. Committees.

Chairman transition:

In April2018, January 2019,Stephen L. Green our founder and long-timestepped down as Chairman of the Board announced that he will be stepping down as Chairman following his more than20years of distinguished service in this role and will transitiontransitioned into the role of Chairman Emeritus. We will appoint Emeritus, andMarc Hollidaywas appointed to succeedMr. Greenas our Chairman in addition to serving as our Chief Executive Officer to also serve as the Chairman of the Board upon the effectiveness of Mr. Green’s transition in January2019. Mr. Green intends to continue serving as Chairman Emeritus and as a director of the Company. We have also rotated

Committee chairs, with chair rotations:

In February 2018,Lauren Dillard replacing replacedJohn Alschuleras chair of our Compensation Committee and

In March 2018,Craig Hatkoff replacing replacedJohn Levyas chair of our Nominating and Corporate Governance Committee. Over the longer term,Committee

	Stockholder Amendments to Bylaws
		In December 2018, we have added three new independentamended our bylaws topermit our stockholders to amend our bylawsby a majority vote without any ownership or holding period limitations.

	Declassified Board
		Our directors since2011, including two women – Betsy Atkins, who joinedare now elected for one-year terms following stockholder approval of our proposal to declassify our Board. By our 2020 annual meeting, our Board in2015, and Lauren Dillard, who joined our Board in2016. For our commitmentof Directors will be fully declassified.

	Proxy Access
	Our bylaws permit:
	A stockholder (or a group of up to board diversity, we were recognized as a2020Women on Boards Winning ‘W’ Company for2017. Together with the addition of Craig Hatkoff in2011, these additions reduced the average age and tenure20stockholders)		3% / 3-years		2candidates /20%
			Owning3% or more of our independent directors by approximately nine years.outstanding common stock continuously for at least three years		ThanksTo nominate and include in our proxy materials director candidates constituting up to the effortsgreater of two individuals or 20% of the Board, we believe that, takenif the nominee(s) satisfy the requirements specified in our bylaws

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2019 PROXY STATEMENT HIGHLIGHTS

We are committed to corporate social responsibility initiatives that deliver efficiency, value and health for our business, tenants and community. Highlights of these initiatives are set forth below. Our Global Reporting Initiative (GRI) compliant sustainability reports and other information relating to these initiatives are available on our website at http://www.slgreen.com/sustainability.

	ESG Awards
		●	Bloomberg ESG Disclosure score is the highest score for all companies in the REITs-Office Property sector
		●	Thomson Reuters ESG score of “A-”
		●	ENERGY STAR Partner of the Year – Sustained Excellence (2018, 2019)
		●	Achieved a “B” Carbon Disclosure Project score as a whole,first-time reporter (2018)
		●	Awarded the “Changemaker Award” by the NYC Mayor’s Office of Service in recognition of SL Green’s volunteerism and philanthropic efforts (2018)
		●	Real Estate Finance & Investment’s “Most Sustainable REIT” (2017, 2018)

	Environmental Initiatives
		●	Goal to reduce greenhouse gas emissions intensity 30% by 2025 portfolio-wide
		●	LEED certified 63% of fully owned and operated properties
		●	Achieved 20 ENERGY STAR labels in 2018 within the Manhattan portfolio across 14 million square feet, representing 9% of all ENERGY STAR labels achieved in Manhattan
		●	18 million square feet of Manhattan portfolio participating in the WELL Portfolio program
		●	3 million square feet in active sustainable development projects, including One Vanderbilt

	Social Initiatives
		●	Investment in employees through funding of training programs, tuition reimbursement and continued education courses
		●	Market-leading benefits program spanning healthcare, 401k match, employee stock purchase plan, disability coverage, wellness and life insurance
		●	Coordinate over 130 volunteering events annually, including employer-sponsored volunteer days
		●	Contribute $1M across over 100 partner organizations corporately and sponsor a charitable contribution match program

	Governance Initiatives - Sustainability
		●	Executive and Board oversight of sustainability mission statement and goal setting
		●	Annual GRI sustainability reports distributed to the Board, hasinvestors, tenants, vendor partners and government stakeholders
		●	Stakeholder engagement and materiality assessment processes initiated across tenants, community members, industry peers and employees to identify material ESG topics

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SL GREEN REALTY CORP.
420Lexington Avenue
New York, New York10170-1881
 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the2019annual meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on Thursday, May30,2019at10:00a.m., local time, at Convene (The Club Room),237Park Avenue, New York, New York,10017. The annual meeting will be held for the following purposes:

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 March29,2019as 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,
 
Andrew S. Levine
Secretary

New York, New York
April25,2019

	Voting
	You may authorize your proxy via the Internet or by telephone:
	Visit www.proxyvote.com
	Scan this QR code to continuevote with your mobile device
	Call1-800-454-8683 24h/7
	Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to deliver superior performancebe Held on May 30, 2019. This proxy statement and our 2018 Annual Report to Stockholders are available at http://www.proxyvote.com

Whether or not you plan to attend the annual meeting, please complete, sign, date and promptly return the enclosed proxy card in the post-prepaid envelope provided or authorize your proxy by telephone or the Internet by following the instructions on your proxy card. For specific instructions on voting, please see the instructions on the proxy card or the information forwarded by your broker, bank or other holder of record. If you attend the annual meeting, you may vote in person if you wish, even if you previously have signed and returned your proxy card. Please note that if your shares are held of record by a bank, broker or other nominee and you wish to vote in person at the annual meeting, you must obtain a proxy issued in your name from such bank, broker or other nominee.

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References in this proxy statement to “we,” “us,” “our,” “ours,” and the “Company” refer to SL Green Realty Corp., unless the context otherwise requires. This proxy statement and a form of proxy have been made available to our stockholders on the Internet and will be mailed to stockholders on or about April25,2019.

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OUR BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

Information Regarding the Nominees and the Continuing Directors

The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the2019annual meeting and the continuing directors whose terms expire at the annual meeting of stockholders in2020, based upon information furnished by each director. At our annual meeting of stockholders in2017, stockholders approved a proposal to declassify our board. Accordingly, our board classes are being phased out, and directors whose terms are expiring will be elected for one-year terms. Our Board of Directors will be fully declassified by our2020annual meeting.

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Continuing Director and Director Nominees Business Experience

The matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our current directors.

	Executive Leadership	9			Finance/Capital Markets	9			Risk Management	8
	REIT/Real Estate Industry	6			Experience Over Several Business Cycles	5			Public Company Board  Service/Corporate Governance	5
	Talent Management	5			Academia	3			Accounting	2
	Governmental/Regulatory Experience	2			Technology	2

Director Nominees—Terms Will Expire in 2020

John H. Alschuler		Director Since:1997Age:71Lead Independent Director
SL Green Board Service: ●Compensation Committee ●Nominating and Corporate Governance Committee ●Executive Committee		Mr. Alschuler’s achievements in a highly competitive marketplace,academia and business, as well as his extensive knowledge of commercial real estate, New York City’s economy, commercial and other markets in New York City and national and international markets for real estate, and his expertise in inter-governmental relations, allow him to assess the knowledge, abilityreal estate market and independence to continue to deliver the high standardCompany’s business from a knowledgeable and informed perspective, from which he provides valuable insights into the Company’s business. Professional Experience ●Chairman of governance expected by our investors. HR&A Advisors Inc., an economic development, real-estate and public policy consulting organization, since 2008 Diversity●Adjunct Associate Professor, Graduate School of Architecture, Planning & Preservation at Columbia University, teaching real estate development ●Board of Directors of the Center for an Urban Future, a Section 501(c)(3) tax-exempt organization, Friends of the High Line Inc., a Section 501(c)(3) tax-exempt organization and the Sag Harbor Cinema Arts Center, a 501(c)(3) tax-exempt organization. ●B.A. degree from Wesleyan University and Ed.D. degree from the University of Massachusetts at Amherst Experience Leadership Our Board represents diversity in its broader sense. This means diversity of knowledge, skills and education, as well as diversity of age, gender and outlook 33%of our independent Board members are women Our Board members have broad experience serving on public boards in industries relevant to the company 78%of our Board have served on the Boards of other publicly traded companies Our Board members have strong corporate leadership backgrounds such as being a CEO, CFO or holding other Executive positions 89%of our Board have served as CEO or in senior leadership positions Identification of Director CandidatesOther Public Board Directorships Our Nominating ●Xenia Hotels and Corporate Governance Committee assists the Board in identifying and reviewing director candidates to determine whether they qualify for membership on the Board and recommends director nominees to the Board to be considered for election at our annual meeting of stockholders. Our Nominating and Corporate Governance Committee adopted a written policy on the criteria and process of identifying and reviewing director candidates. Each director candidate must have: 1. education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or to its status as a publicly owned company; Resorts, Inc. since 2015 ●The Macerich Company since 2015 2. an unblemished reputation for integrity; 3. a reputation for exercising good business judgment; and 4. sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed. The Nominating and Corporate Governance Committee ensures that the potential nominee is not an employee or agent of and does not serve on the board of directors or similar managing body of any of our competitors and determines whether the potential nominee has an interest in any transactions to which we are a party. 16  SL Green Realty Corp.

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Continuing Directors—Terms Will Expire in 2020

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Board Refreshment

Led by our Nominating and Corporate Governance Committee, the Board engages in ongoing director succession planning, including a focus on refreshing the membership and leadership of the Board and its Committees and enhancing the level of diversity. Most recently, in January2019, the leadership of the Board was transitioned from Stephen L. Green, our founder and long-time Chairman of the Board, to Marc Holliday, who also serves as our Chief Executive Officer. Mr. Green stepped down as Chairman of the Board nearly40years after he founded our predecessor and following his more than20years of distinguished service in this role. Mr. Green continues to serve as a director and as our Chairman Emeritus. The Board also rotated Committee chairs in2018, with Lauren Dillard replacing John Alschuler as chair of our Compensation Committee and Craig Hatkoff replacing John Levy as chair of our Nominating and Corporate Governance Committee.

Over the longer term, we have added three new independent directors since2011, including two women – Betsy Atkins, who joined our Board in2015, and Lauren Dillard, who joined our Board in2016. For our commitment to board diversity, we were recognized as a2020Women on Boards Winning ‘W’ Company for2017. Together with the addition of Craig Hatkoff in2011, these additions have provided new perspectives and enhanced the quality of the Board while also reducing the average age and tenure of our independent directors. Following these additions, one-third of our independent directors are women.