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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 23, 2013

 

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 23, 2013, Vornado Realty Trust (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Meeting”).  As of March 25, 2013, the record date for shareholders entitled to vote at the Meeting, there were 186,875,327 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, 170,518,960, or approximately 91% of the Shares were present or represented by proxy.  There were six 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 four 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

 

 

 

 

Candace K. Beinecke

40,262,314

121,508,325

8,748,321

Robert P. Kogod

64,646,160

97,124,479

8,748,321

David Mandelbaum

38,773,328

122,997,311

8,748,321

Dr. Richard R. West

64,633,727

97,136,912

8,748,321

 

 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2013.

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

169,468,665

945,278

105,017

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

157,070,614

3,128,909

1,571,116

8,748,321

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

135,376,893

26,238,041

155,705

8,748,321

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

90,994,391

70,621,606

154,642

8,748,321

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

135,614,063

26,002,969

153,607

8,748,321

 

 

In addition to the four nominees who were re-elected at the Meeting to serve on the Company’s Board of Trustees, Steven Roth, Michael D. Fascitelli, Michael Lynne, Ronald G. Targan, Daniel R. Tisch 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: May 29, 2013

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/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President - Finance and Administration and
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 29, 2013

 

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