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 26, 2011
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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No. 001-11954 |
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No. 22-1657560 |
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(State or Other |
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(Commission |
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(IRS Employer |
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Jurisdiction of |
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File Number) |
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Identification No.) |
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Incorporation) |
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888 Seventh
Avenue |
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10019 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 26, 2011, Vornado Realty Trust (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Meeting”). As of March 30, 2011, the record date for shareholders entitled to vote at the Meeting, there were 184,239,623 common shares of beneficial interest, par value $0.04 per share (the “Shares”) outstanding and entitled to vote at the Meeting. Of the Shares entitled to vote at the Meeting, 166,203,563, or approximately 90% of the Shares were present or represented by proxy at the Meeting. There were seven matters presented and voted on at the Meeting. Set forth below is a brief description of each matter voted on at the Meeting 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.
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Nominee |
For |
Withheld |
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Anthony W. Deering |
70,375,194 |
85,673,874 |
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Michael Lynne |
76,639,577 |
79,409,491 |
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Ronald G. Targan |
75,713,439 |
80,335,629 |
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Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2011.
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For |
Against |
Abstain |
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Votes Cast |
164,823,297 |
1,339,151 |
32,115 |
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Proposal 3 – Non-binding advisory resolution on executive compensation.
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For |
Against |
Abstain |
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Votes Cast |
85,043,371 |
70,946,795 |
58,902 |
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Proposal 4 – Non-binding advisory resolution on the frequency of executive compensation advisory votes.
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One Year |
Two Years |
Three Years |
Abstain |
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Votes Cast |
142,544,017 |
175,269 |
13,273,375 |
56,407 |
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Proposal 5 – Non-binding shareholder proposal regarding majority voting for the election of trustees.
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For |
Against |
Abstain |
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Votes Cast |
123,827,946 |
32,043,101 |
178,021 |
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Proposal 6 – Non-binding shareholder proposal regarding appointment of an independent chairman.
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For |
Against |
Abstain |
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Votes Cast |
79,026,537 |
76,841,690 |
180,841 |
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Proposal 7 – Non-binding shareholder proposal regarding establishing one class of trustees to be elected annually.
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For |
Against |
Abstain |
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Votes Cast |
125,129,167 |
30,737,262 |
182,639 |
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In addition to the three nominees who were re-elected at the Meeting to serve on the Company’s Board of Trustees, Steven Roth, Michael D. Fascitelli, Candace K. Beinecke, Robert P. Kogod, David Mandelbaum, 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.
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VORNADO REALTY TRUST |
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(Registrant) |
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By: |
/s/ Joseph Macnow |
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Name: |
Joseph Macnow |
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Title: |
Executive Vice President - |
Date: June 2, 2011
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