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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 19, 2022
 
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 19, 2022, Vornado Realty Trust (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Meeting”). As of March 21, 2022, the record date for shareholders entitled to vote at the Meeting, there were 191,743,440 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, 164,432,453, or approximately 86% of the Shares, were present or represented by proxy. There were three 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 2023 annual meeting of shareholders of the Company and until their respective successors are duly elected and qualified.
NomineeFor WithheldBroker Non-Votes
Steven Roth144,234,911 8,886,773 11,310,769 
Candace K. Beinecke137,079,380 16,042,304 11,310,769 
Michael D. Fascitelli146,372,424 6,749,260 11,310,769 
Beatrice Hamza Bassey147,168,603 5,953,081 11,310,769 
William W. Helman IV147,891,852 5,229,832 11,310,769 
David M. Mandelbaum150,156,764 2,964,920 11,310,769 
Raymond J. McGuire152,654,744 466,940 11,310,769 
Mandakini Puri150,954,527 2,167,157 11,310,769 
Daniel R. Tisch137,201,587 15,920,097 11,310,769 
Russell B. Wight, Jr.150,155,879 2,965,805 11,310,769 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2022.
ForAgainstAbstain
Votes Cast158,465,734 5,939,747 26,972 

Proposal 3 – Non-binding, advisory resolution on executive compensation.
ForAgainstAbstainBroker Non-Votes
Votes Cast107,647,120 44,867,092 607,472 11,310,769 


Item 9.01. Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



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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/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer (duly authorized officer and principal accounting officer)
Date: May 20, 2022
 
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 20, 2022


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