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)

 

Maryland

 

No. 001-11954

 

No. 22-1657560

(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 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.

 

Nominee

For

Withheld

 

 

 

Anthony W. Deering

70,375,194

85,673,874

Michael Lynne

76,639,577

79,409,491

Ronald G. Targan

75,713,439

80,335,629

 

 

 

 

 

 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2011.

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

164,823,297

1,339,151

32,115

 

 

 

 

 

 

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

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

85,043,371

70,946,795

58,902

 

 

 

 

 

 

Proposal 4 – Non-binding advisory resolution on the frequency of executive compensation advisory votes.

 

 

One Year

Two Years

Three Years

Abstain

 

 

 

 

 

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.

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

123,827,946

32,043,101

178,021

 

 

 

 

 

 

Proposal 6 – Non-binding shareholder proposal regarding appointment of an independent chairman.

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

79,026,537

76,841,690

180,841

 

 

 

 

 

 

Proposal 7 – Non-binding shareholder proposal regarding establishing one class of trustees to be elected annually.

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

125,129,167

30,737,262

182,639

 

 

 

 

 

 

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.

 

 

VORNADO REALTY TRUST

(Registrant)

 

 

By:

/s/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President -
Finance and Administration and
Chief Financial Officer (duly authorized officer
and principal financial and accounting officer)

 

Date: June 2, 2011

 

 

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