8-K
VORNADO REALTY TRUST (VNO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
April 3, 2020
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
| Maryland | No. | 001-11954 | No. | 22-1657560 |
|---|---|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| 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 Jurisdiction | (Commission | (IRS Employer | |||
| 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 Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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. ¨
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Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Name of 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 7.01. Regulation FD Disclosure.
On April 6, 2020, Vornado Realty Trust (the "Company"), the general partner of Vornado Realty L.P., issued a press release announcing that the Company released its 2019 Environmental, Social and Governance (“ESG”) report. The ESG report is posted on the Company's website under the “Sustainability” page. The press release and the ESG report are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Exhibit 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Vornado Realty Trust or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
The following exhibits are being furnished as part of this Current Report on Form 8-K:
| 99.1 | Vornado Realty Trust Press Release dated April 6, 2020 |
|---|---|
| 99.2 | 2019 ESG report |
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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<br><br>authorized officer and principal accounting officer) |
Date: April 6, 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)<br><br>By: VORNADO REALTY TRUST,<br><br>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) |
Date: April 6, 2020
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Exhibit
EXHIBIT 99.1
April 6, 2020
Vornado Releases 2019 Environmental, Social, & Governance Report
NEW YORK…..VORNADO REALTY TRUST (NYSE: VNO) announced today that it released its 2019 Environmental, Social, & Governance (“ESG”) report.
This report is the eleventh annual report highlighting Vornado’s industry-leading accomplishments in sustainability, and provides key metrics on the Company’s ESG priorities. Vornado’s accomplishments in 2019 include scoring in the top 6 percent of over 900 respondents to the Global Real Estate Sustainability Benchmark (GRESB); being honored for the 10^th^ consecutive year as a Leader in the Light by the National Association for Real Estate Investment Trusts (NAREIT); and being recognized as an EPA ENERGY STAR Partner of the Year, with the Sustained Excellence distinction. Vornado is a signatory of the Task Force on Climate-related Financial Disclosures, and has reported ESG data in accordance with the metrics codified by the Sustainability Accounting Standards Board (SASB).
Our report, along with expanded information on Vornado’s ESG programs, can be found on the company website located at www.vno.com.
Vornado Realty Trust is a fully-integrated equity real estate investment trust.
CONTACT:
JOSEPH MACNOW
(212) 894-7000
Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2019. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.
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