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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 21, 2015

 

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 21, 2015, Vornado Realty Trust (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Meeting”).  As of March 23, 2015, the record date for shareholders entitled to vote at the Meeting, there were 188,160,623 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, 169,944,113, or approximately 90% 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 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

Steven Roth

82,852,061

78,624,981

8,467,071

Michael D. Fascitelli

76,627,702

84,849,340

8,467,071

Russell B. Wight, Jr.

34,819,316

126,657,726

8,467,071

 

 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2015.

 

 

For

Against

Abstain

Votes Cast

168,202,993

1,602,796

138,324

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

143,582,847

17,501,907

392,288

8,467,071

 

 

 

Proposal 4 – Non-binding shareholder proposal regarding the appointment of an independent Chairman.

 

 

For

Against

Abstain

Broker Non-Votes

Votes Cast

87,886,371

73,316,191

274,480

8,467,071

 

 

In addition to the three nominees who were re-elected at the Meeting to serve on the Company’s Board of Trustees, Candace K. Beinecke, Robert P. Kogod, Dr. Richard R. West, Michael Lynne, David Mandelbaum and Daniel R. Tisch 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 W. Theriot

Name:

Stephen W. Theriot

Title:

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

 

Date: May 26, 2015

 

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 W. Theriot

Name:

Stephen W. 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 26, 2015

 

 

 

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