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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)
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 York10019
(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
5.40% 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
Vornado Realty Trust
4.45% Series OVNO/PO
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 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.
NomineeFor WithheldBroker Non-Votes
Steven Roth148,106,197 5,765,241 11,872,041 
Candace K. Beinecke139,725,578 14,145,860 11,872,041 
Michael D. Fascitelli148,734,770 5,136,668 11,872,041 
Beatrice Hamza Bassey151,946,122 1,925,316 11,872,041 
William W. Helman IV151,264,624 2,606,814 11,872,041 
David M. Mandelbaum142,452,691 11,418,747 11,872,041 
Raymond J. McGuire149,698,039 4,173,399 11,872,041 
Mandakini Puri151,203,407 2,668,031 11,872,041 
Daniel R. Tisch147,885,578 5,985,860 11,872,041 
Russell B. Wight, Jr.150,303,348 3,568,090 11,872,041 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2023.
ForAgainstAbstain
Votes Cast161,742,771 3,563,084 437,624 

Proposal 3 – Non-binding, advisory resolution on executive compensation.
ForAgainstAbstainBroker Non-Votes
Votes Cast118,710,055 34,997,233 164,150 11,872,041 

Proposal 4 – Non-binding, advisory resolution on the frequency of executive compensation advisory votes.
One YearTwo YearsThree YearsAbstain
Votes Cast151,647,783 52,129 1,998,349 173,177 
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
ForAgainstAbstainBroker Non-Votes
Votes Cast131,495,738 22,252,322 123,378 11,872,041 


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/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer (duly authorized officer and principal accounting officer)
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.
 VORNADO REALTY L.P.
 (Registrant)
By:VORNADO REALTY TRUST,
  Sole General Partner
 By:/s/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)
Date: May 19, 2023








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