Vornado Realty Trust (VNO) May 2026 Annual General Meeting Transcript

Will the meeting please come to order? Good morning, ladies and gentlemen. I am Steven Roth, Chairman of the Board of Trustees of Renato Realty Trust. On behalf of the Trustees and Offices of Renato Realty Trust, I am pleased to welcome all of you to our 67th Annual Shareholders Meeting as a Public Company. Once again, this year we are using a virtual meeting format with audio only. A virtual meeting format accessible to all of our shareholders, regardless of physical location, allows you to participate in the meeting, submit questions and comments, and vote your shares online prior to the closing of the polls. I am joined on the audio webcast by Michael Franco, our President and Chief Financial Officer. Good morning, Michael. Thomas Sinelli, our Executive Vice President Finance and Chief Administrative Officer, and Stephen Bornstein, our Corporate Secretary, who will serve as Secretary of the Meeting. My fellow board members are participating in the meeting via audio webcast. Other executive officers and representatives from our registered independent public accounting firm, the Moit and Touche, are also on the webcast. As chair of the meeting, I have adopted an agenda that will govern the order of the business and rules of conduct for the meeting, copies of which are available on the virtual meeting site. Mr. Secretary, was the notice of meeting duly mailed?

Thank you, Mr. Roth. Joanne Vogel of Broadridge Financial Solutions, Inc. has certified that Broadridge distributed the notice of the meeting and that it was properly mailed. A copy of the affidavit of mailing is in my possession. I therefore declare that the notice of meeting has been duly given.

This document will be identified as having been presented at the meeting. Mr. Secretary, would you please advise us of the number of shares the holders of which are represented at this meeting?

Mr. Roth, as of the record date, the close of business on March 23, 2026, there were 188,547,756 common shares of beneficial interest, outstanding and entitled to vote at this meeting. Based on last night's voting total, there are represented at this meeting the holders of not less than 178,274,101 shares. for approximately 95% of the common shares of beneficial interests of the company entitled to vote at this meeting.

I declare a quorum present, and the meeting is duly convened for the transaction of business. Mr. Petter Hagberg has been appointed as inspector of election of this meeting. I have before me his signed oath to execute and partially his duties as inspector. I would like to present the agenda for the meeting. We will submit for shareholder consideration the election of 10 nominees for trustee for a term of one year and until their respective successes are duly elected and qualified. Second, we will submit for the ratification by shareholders the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current. We will submit for shareholder consideration a non-binding advisory resolution on executive compensation. for the approval by shareholders of the company's 2026 omnibus share plan. Fifth, we will conduct a question and discussion period regarding the business and affairs of the company. Questions and comments are welcome pursuant to the procedures set forth and the rules of conduct available on the virtual meeting site. Sixth, the meeting will be adjourned.

During the question and discussion part of this meeting, Bernado representatives may make statements that constitute forward-looking statements. These are statements other than historical events or statements of current condition and relate to future events, such as the prospects of our business or a particular property segment or strategy. Forward-looking statements are not historical facts, but instead represent only our best judgment regarding future events, many of which by their nature are inherently uncertain and outside our control. It is possible that Barnado's actual results may differ materially from the results indicated in the forward-looking statement. For a discussion of some of the factors that could affect Vornado's future results, see our annual report on Form 10-K for the fiscal year ended December 31, 2025, and our quarterly report on Form 10-Q for the quarter ended March 31, 2026. Additionally, Vernado representatives may make reference to certain non-GAAP financial measures. You can find the presentation of the most directly comparable financial measure calculated in accordance with GAAP and a quantitative reconciliation of the non-GAAP and GAAP financial measures in our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. We also ask that when you ask questions, you bear in mind that our responses may be limited in consideration of the requirements of the Securities and Exchange Commission's Regulation, FD.

We will now turn to the nomination for election of 10 trustees. The nominees are Stephen Roth, Candace K. Beinecke, Michael D. Facitelli, Beatrice Hamza-Bafi, William W. Helman IV, David M. Mandelbaum, Raymond J. McGuire, Mandy Puri, Daniel R. Tisch, and Russell B. White-Jupiter. Preserve as trustees of Renato Realty Trust until the annual meeting of shareholders in 2027 and until their respective successors are duly elected and qualified. No notice of additional nominees haven't been given pursuant to the company's bylaws. The nominations are closed. The other items on the agenda are the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting term for the current fiscal year, The approval of a non-binding advisory vote on executive compensation as set forth in our proxy statement for this annual meeting. And the approval of our 2026 omnibus share plan. All of these items are properly before the meeting.

The polls are now open and will remain open until the conclusion of the question and answer period. If you previously authorized the proxy to vote your shares and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed. If you are a record holder and wish to change your vote, or if you have not yet voted using our electronic voting system or by sending in a proxy card, you may cast your vote via electronic ballot at ProxyVote.com. If you are participating in this meeting via webcast, you will notice a link to the voting site on the bottom right-hand side of your screen. In order to access ProxyVote.com, you will need the control number you received with your proxy materials prior to this meeting. If you received your proxy materials by postal mail, the control number can be found next to the label. If you receive your proxy materials by email, the control number is included in that email. If you do not indicate the number of shares you intend to vote on your electronic ballot, your electronic ballot will automatically represent a vote in respect of all shares that you're entitled to vote at this meeting.

I will now entertain questions or comments while voting is being completed. Please note you may submit questions at any time prior to the end of the question and discussion period. In this session, we will do our best to answer as many questions as we can.

We are open for questions. Currently, no questions. We'll give it another moment. There being no questions, I declare the polls are now closed.

According to the preliminary report of Broad Range Financial Solutions, Inc., the results are as follows. First, each of the nominees for election as trustee has received at least a plurality of all the votes cast on the matter. Accordingly, each of the nominees has been duly elected a trustee of Renato Realty Trust to serve until the annual meeting of shareholders in 2027, and until his or her successor is duly elected and qualified. Second, the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm with regard to the current fiscal year. The non-binding advisory resolution on executive compensation has been approved. Fourth, the company's 2026 omnibus share plan has been approved. The final tabulations will be reported on a current report on Form 8K within four business days. No notice of any additional business having been given pursuant to the company's bylaws. Is there a motion to adjourn?

Mr. Chairman, I, Michael Franco, move that this meeting be adjourned.

Mr. Chairman, I, Thomas Tinelli, second the motion. Thank you. The meeting is adjourned.

This concludes today's annual meeting. You may now disconnect.