Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below in Item 5.07 of this Current Report on Form 8-K, on May 16, 2024, the stockholders of Paramount Group, Inc. (the "Company") voted at the 2024 annual meeting of stockholders (the "Annual Meeting") to approve the Company's 2024 Equity Incentive Plan (the "2024 Plan"). The 2024 Plan will replace the Company's Amended and Restated 2014 Equity Incentive Plan. The 2024 Plan is designed to enhance the flexibility to grant equity awards to the Company's officers, employees, non-employee directors and consultants, all of whom are eligible to participate in the 2024 Plan, subject to the discretion of the administrator, and to ensure that the Company can continue to grant equity awards to eligible recipients. The maximum number of shares of common stock to be issued under the 2024 Plan is 24,778,731. The 2024 Plan previously had been approved, subject to stockholder approval, by the Company's Board of Directors (the "Board") on March 18, 2024 and became effective upon receipt of stockholder approval on May 16, 2024 at the Annual Meeting. The term of the 2024 Plan will expire on March 18, 2034.

A detailed summary of the material features of the 2024 Plan is set forth in Proposal 3 to the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024. That detailed summary of the 2024 Plan and any description contained herein are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The information set forth below in Item 5.07 of this Current Report on Form 8-K regarding compliance by Katharina Otto-Bernstein, as a member of the Board, with the Company's Corporate Governance Guidelines and reappointment to the Board is incorporated into this Item 5.02 by reference.