(Exact Name of Registrant as Specified in Charter)
Maryland
No.
001-11954
No.
22-1657560
(State or Other
(Commission
(IRS Employer
Jurisdiction of Incorporation)
File Number)
Identification No.)
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware
No.
001-34482
No.
13-3925979
(State or Other
(Commission
(IRS Employer
Jurisdiction of Incorporation)
File Number)
Identification No.)
888 Seventh Avenue
New York,
New York
10019
(Address of Principal Executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Vornado Realty Trust
Common Shares of beneficial interest, $.04 par value per share
VNO
New York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust
5.40% Series L
VNO/PL
New York Stock Exchange
Vornado Realty Trust
5.25% Series M
VNO/PM
New York Stock Exchange
Vornado Realty Trust
5.25% Series N
VNO/PN
New York Stock Exchange
Vornado Realty Trust
4.45% Series O
VNO/PO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2022, Vornado Realty Trust (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Meeting”). As of March 21, 2022, the record date for shareholders entitled to vote at the Meeting, there were 191,743,440 common shares of beneficial interest, par value $0.04 per share (the “Shares”), outstanding and entitled to vote. Of the Shares entitled to vote at the Meeting, 164,432,453, or approximately 86% of the Shares, were present or represented by proxy. There were three matters presented and voted on. Set forth below is a brief description of each matter voted on, the voting results with respect to each such matter and other required information.
Proposal 1 – Election of 10 nominees to serve on the Board of Trustees for a one-year term expiring at the 2023 annual meeting of shareholders of the Company and until their respective successors are duly elected and qualified.
Nominee
For
Withheld
Broker Non-Votes
Steven Roth
144,234,911
8,886,773
11,310,769
Candace K. Beinecke
137,079,380
16,042,304
11,310,769
Michael D. Fascitelli
146,372,424
6,749,260
11,310,769
Beatrice Hamza Bassey
147,168,603
5,953,081
11,310,769
William W. Helman IV
147,891,852
5,229,832
11,310,769
David M. Mandelbaum
150,156,764
2,964,920
11,310,769
Raymond J. McGuire
152,654,744
466,940
11,310,769
Mandakini Puri
150,954,527
2,167,157
11,310,769
Daniel R. Tisch
137,201,587
15,920,097
11,310,769
Russell B. Wight, Jr.
150,155,879
2,965,805
11,310,769
Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2022.
For
Against
Abstain
Votes Cast
158,465,734
5,939,747
26,972
Proposal 3 – Non-binding, advisory resolution on executive compensation.
For
Against
Abstain
Broker Non-Votes
Votes Cast
107,647,120
44,867,092
607,472
11,310,769
Item 9.01. Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VORNADO REALTY TRUST
(Registrant)
By:
/s/ Deirdre Maddock
Name:
Deirdre Maddock
Title:
Chief Accounting Officer (duly authorized officer and principal accounting officer)
Date: May 20, 2022
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VORNADO REALTY L.P.
(Registrant)
By:
VORNADO REALTY TRUST,
Sole General Partner
By:
/s/ Deirdre Maddock
Name:
Deirdre Maddock
Title:
Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)