8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 18, 2023

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

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.):

Securities registered pursuant to Section 12(b) of the Act:

All values are in US Dollars.

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 18, 2023, Vornado Realty Trust (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Meeting”). As of March 20, 2023, the record date for shareholders entitled to vote at the Meeting, there were 191,880,615 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, 165,743,479, or approximately 86% of the Shares, were present or represented by proxy. There were five 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 2024 annual meeting of shareholders of the Company and until their respective successors are duly elected and qualified.

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2023.

Proposal 3 – Non-binding, advisory resolution on executive compensation.

Proposal 4 – Non-binding, advisory resolution on the frequency of executive compensation advisory votes.

Based on the votes set forth above, the shareholders recommended holding an advisory vote on executive officer compensation every year. In accordance with the shareholders’ recommendation, the Company has determined that an advisory vote on executive officer compensation will be conducted every year, until the next shareholder advisory vote on the frequency of the advisory vote on executive officer compensation.

Proposal 5 – Approval of the Company's 2023 Omnibus Share Plan

Item 9.01. Financial Statements and Exhibits.

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

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.

Date: May 19, 2023

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.

Date: May 19, 2023

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