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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 22, 2014

 

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

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

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

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

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 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))

 

 

 


 

 

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

 

                On May 22, 2014, Vornado Realty Trust (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Meeting”).  As of March 24, 2014, the record date for shareholders entitled to vote at the Meeting, there were 187,403,922 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, 171,738,870, or approximately 92% of the Shares were present or represented by proxy.  There were seven matters presented and voted on.  Set forth below is a brief description of each matter voted on and the voting results with respect to each such matter.

 

 

Proposal 1 – Election of three nominees to serve on the Board of Trustees for a three-year term and until their respective successors are duly elected.

 

Nominee

For

Withheld

Broker Non-Votes

Michael Lynne

63,256,101

100,548,219

7,934,550

David Mandelbaum

40,555,781

123,248,539

7,934,550

Daniel R. Tisch

63,634,374

100,169,946

7,934,550

 

 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2014.

 

 

For

Against

Abstain

Votes Cast

170,571,622

1,045,997

121,251

 

 

Proposal 3 – Non-binding advisory resolution on executive compensation.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

153,109,528

10,473,041

221,751

7,934,550

 

 

Proposal 4 – Non-binding shareholder proposal regarding majority voting for the election of trustees.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

139,213,542

24,236,706

354,072

7,934,550

 

 

Proposal 5 – Non-binding shareholder proposal regarding the appointment of an independent Chairman.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

95,851,925

67,779,437

172,958

7,934,550

 

 

Proposal 6 – Non-binding shareholder proposal regarding establishing one class of trustees to be elected annually.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

138,058,956

25,518,828

226,536

7,934,550

 

Proposal 7 – Non-binding shareholder proposal regarding restricting the acceleration of equity following a change of control.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

64,938,225

98,374,259

491,836

7,934,550

 

 

In addition to the three nominees who were re-elected at the Meeting to serve on the Company’s Board of Trustees, Steven Roth, Candace K. Beinecke, Michael D. Fascitelli, Robert P. Kogod, Richard R. West, and Russell B. Wight, Jr. 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.

 

 

VORNADO REALTY TRUST

(Registrant)

 

 

By:

/s/ Stephen Theriot

Name:

Stephen Theriot

Title:

Chief Financial Officer (duly authorized officer
and principal financial and accounting officer)

 

Date: May 28, 2014

 

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/ Stephen Theriot

Name:

Stephen Theriot

Title:

Chief Financial Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.
(duly authorized officer and principal financial
and accounting officer)

 

Date: May 28, 2014

 

 

 

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