8-K - VNO - Equibles

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 14, 2020

VORNADO REALTY TRUST

(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.
(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))

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. o

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

Registrant	Title of each class	Name of each exchange on which registered
Vornado Realty Trust	Common Shares of beneficial interest, .04 par value per share	New York Stock Exchange
	Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference 25.00 per share:
Vornado Realty Trust	5.70% Series K	New York Stock Exchange
Vornado Realty Trust	5.40% Series L	New York Stock Exchange
Vornado Realty Trust	5.25% Series M	New York Stock Exchange

All values are in US Dollars.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2020, Vornado Realty Trust (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Meeting”). As of March 16, 2020, the record date for shareholders entitled to vote at the Meeting, there were 191,103,928 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, 174,105,858, or approximately 91% of the Shares, were present or represented by proxy. There were four 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 2021 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	156,125,357	9,856,280	8,124,221
Candace K. Beinecke	150,843,540	15,138,097	8,124,221
Michael D. Fascitelli	161,743,784	4,237,853	8,124,221
Beatrice Hamza Bassey	156,549,060	9,432,577	8,124,221
William W. Helman IV	159,977,661	6,003,976	8,124,221
David M. Mandelbaum	159,633,372	6,348,265	8,124,221
Mandakini Puri	163,366,524	2,615,113	8,124,221
Daniel R. Tisch	156,828,893	9,152,744	8,124,221
Richard R. West	146,946,047	19,035,590	8,124,221
Russell B. Wight, Jr.	159,635,214	6,346,423	8,124,221

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2020.

	For	Against	Abstain
Votes Cast	167,469,709	6,410,514	225,635

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

	For	Against	Abstain	Broker Non-Votes
Votes Cast	71,047,743	94,169,937	763,957	8,124,221

Proposal 4 – Approval of amendments to the Company's 2019 Omnibus Share Plan.

	For	Against	Abstain	Broker Non-Votes
Votes Cast	122,788,953	42,886,321	306,363	8,124,221

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<br><br>officer and principal accounting officer)

Date: May 15, 2020

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<br><br>Realty Trust, sole General Partner of Vornado Realty<br><br>L.P. (duly authorized officer and principal accounting<br><br>officer)

Date: May 15, 2020