(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
5.70% Series K
VNO/PK
New York Stock Exchange
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
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 20, 2021, Vornado Realty Trust (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Meeting”). As of March 22, 2021, the record date for shareholders entitled to vote at the Meeting, there were 191,464,179 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, 168,670,073, or approximately 88% 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 2022 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
149,064,032
10,207,839
9,398,202
Candace K. Beinecke
141,456,540
17,815,331
9,398,202
Michael D. Fascitelli
155,271,478
4,000,393
9,398,202
Beatrice Hamza Bassey
152,462,385
6,809,486
9,398,202
William W. Helman IV
151,047,523
8,224,348
9,398,202
David M. Mandelbaum
155,032,957
4,238,914
9,398,202
Mandakini Puri
157,781,996
1,489,875
9,398,202
Daniel R. Tisch
147,724,076
11,547,795
9,398,202
Richard R. West
146,000,753
13,271,118
9,398,202
Russell B. Wight, Jr.
155,061,448
4,210,423
9,398,202
Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2021.
For
Against
Abstain
Votes Cast
159,828,394
8,773,663
68,016
Proposal 3 – Non-binding, advisory resolution on executive compensation.
For
Against
Abstain
Broker Non-Votes
Votes Cast
121,892,953
36,651,928
726,990
9,398,202
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/ Matthew Iocco
Name:
Matthew Iocco
Title:
Chief Accounting Officer (duly authorized officer and principal accounting officer)
Date: May 21, 2021
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/ Matthew Iocco
Name:
Matthew Iocco
Title:
Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)