Vornado Realty Trust

05/18/2018 | Press release | Distributed by Public on 07/12/2018 09:22

8-K Vornado Realty Trust Filing Date: 05/18/2018 Event Date: 05/17/2018

Section 1: 8-K (8-K)

.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):

May 17, 2018

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

No. 001-11954 (Commission File Number)No. 22-1657560

(IRS Employer Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

No. 001-34482 (Commission File Number)No. 13-3925979

(IRS Employer Identification No.)

888 Seventh Avenue

New York, New York (Address of Principal Executive Offices)

10019 (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.):

  • o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  • o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  • o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  • o 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. ¨

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

On May 17, 2018, Vornado Realty Trust (the "Company") held its 2018 Annual Meeting of Shareholders (the "Meeting"). As of March 19, 2018, the record date for shareholders entitled to vote at the Meeting, there were 190,167,582 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, 178,521,693, or approximately 93.87% 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 seven nominees to serve on the Board of Trustees for a one-year term expiring at the 2019 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

151,740,445

19,462,651

7,318,597

Michael D. Fascitelli

159,011,589

12,191,507

7,318,597

Michael Lynne

158,964,633

12,238,463

7,318,597

David M. Mandelbaum

136,571,756

34,631,340

7,318,597

Mandakini Puri

163,359,340

7,843,756

7,318,597

Daniel R. Tisch

162,172,030

9,031,066

7,318,597

Russell B. Wight, Jr

136,571,138

34,631,958

7,318,597

Proposal 2 - Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year 2018.

For

Against

Abstain

Votes Cast

175,804,563

2,651,384

65,746

Proposal 3 - Approval of an amendment to the Company's Declaration of Trust to permit shareholders to propose binding amendments to the Company's bylaws and to vote on amendments to the Company's bylaws.

For

Against

Abstain

Broker Non-Votes

Votes Cast

171,027,317

49,645

126,134

7,318,597

Proposal 4 - Non-binding, advisory resolution on executive compensation.

For

Against

Abstain

Broker Non-Votes

Votes Cast

145,585,136

23,137,358

2,480,602

7,318,597

In addition to the seven nominees who were re-elected at the Meeting to serve on the Company's Board of Trustees, Candace K. Beinecke, Robert P. Kogod, and Dr. Richard R. West continue to serve as Trustees after the Meeting.

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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.

Date: May 18, 2018

VORNADO REALTY TRUST (Registrant)

By:

/s/ Matthew Iocco

Name:

Matthew Iocco

Title:

Chief Accounting Officer (duly

authorized officer and principal accounting officer)

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 18, 2018

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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 Realty Trust, sole general partner

of Vornado Realty L.P. (duly authorized officer and principal accounting

officer)

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