In August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee's annual total compensation to the total annual compensation of the principal executive officer ("PEO"). The Company's PEO is Mr. Roth. Pursuant to the SEC rules, we determined a "Median Employee" and compared such employee's total annual compensation to that of Mr. Roth. For purposes of this ratio, we calculated the annual total compensation of each of the Median Employee and Mr. Roth in accordance with the methodology that we use to calculate total compensation for purposes of the Summary Compensation Table. As of December 31, 2018, the Company employed 3,928 persons of which 2,838 persons are employed by Building Maintenance Services, our cleaning and maintenance services business ("BMS Employees"). The applicable information is set forth below:

In determining the median employee, we prepared a listing of all employees as of December 31, 2018. Employees on leave of absence on December 31, 2018 were excluded from the list and wages and salaries were annualized for those permanent employees who were not employed for the full year of 2018. The median employee was selected from the annualized list.

Trustees who are not officers of the Company receive an annual retainer. During 2018, Mr. Roth received no compensation for his service as a Trustee. Non-management members of the Board of Trustees are compensated as follows: (1) each such member receives an annual cash retainer equal to $75,000; (2) each such member receives an annual grant of restricted shares or restricted units with a value equal to $175,000 (not to be sold while such member is a Trustee, except in certain circumstances); (3) the Lead Trustee receives an additional annual cash retainer of $75,000; (4) the Audit Committee Chairman receives an additional annual cash retainer of $50,000 and other Audit Committee members each receive an annual cash retainer of $25,000; and (5) the Chairman and members of all other committees (other than the Executive Committee) each receive an additional annual cash retainer of $30,000 and $5,000, respectively.

~~The following table sets forth the compensation that was earned or paid in 2018 for the non-management members of our Board.~~

The Compensation Committee, consisting of Dr. West, Mr. Helman (since April 3, 2019) and Mr. Tisch (and during 2018 and until his passing on March 24, 2019, Mr. Lynne), grants awards under the Company's omnibus share plans and makes all other executive compensation determinations. Mr. Roth is the only officer or employee of the Company who is also a member of the Board. There are no interlocking relationships involving the Board which require disclosure under the executive compensation rules of the SEC.

We review all relationships and transactions in which we and our significant shareholders, Trustees and our executive officers or their respective immediate family members are participants (including transactions required to be disclosed under Item 404 of Regulation S-K) to determine whether such persons have a direct or indirect material interest in the transaction. Our policy (as set forth in our Code of Business Conduct and Ethics) is to determine whether such an interest exists, applying the standards set forth in Item 404 of Regulation S-K and our Corporate Governance Guidelines. Our legal and financial staff is primarily responsible for the development and implementation of processes and controls to obtain information from our significant shareholders, Trustees and our executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in this proxy statement. We also disclose transactions or categories of transactions we consider in determining that a Trustee is independent. In addition, our Audit Committee and/or our Corporate Governance and Nominating Committee reviews and, if appropriate, approves or ratifies any related person transaction that is required to be disclosed. These committees, in the course of their review of a disclosable related-party transaction, consider: (1) the nature of the related person's interest in the transaction; (2) the material terms of the transaction; (3) the importance of the transaction to the related person; (4) the importance of the transaction to the Company; (5) whether the transaction would impair the judgment of a Trustee or executive officer to act in the best interest of the Company; and (6) any other matters these committees deem appropriate.

As of March 18, 2019, Interstate and its partners collectively beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander's outstanding common stock. Interstate is a general partnership in which Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the partners. Mr. Roth is Chairman of the Board and Chief Executive Officer of the Company, the Managing General Partner of Interstate, and the Chairman of the Board and Chief Executive Officer of Alexander's. Messrs. Mandelbaum and Wight are Trustees of the Company and also directors of Alexander's.

We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and automatically renews unless terminated by either of the parties on 60 days' notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the terms are fair to us. We earned $453,000 in management fees under the agreement for the year ended December 31, 2018.

As of March 18, 2019, Interstate and its three general partners—Steven Roth (Chairman of the Board and Chief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of Alexander's), David Mandelbaum (a Trustee of the Company and director of Alexander's) and Russell B. Wight, Jr. (a Trustee of the Company and director of Alexander's)—beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander's outstanding common stock. The Company beneficially owns approximately 32% of the outstanding common stock of Alexander's. Joseph Macnow, our Executive Vice President, Chief Financial Officer and Chief Administrative Officer, is Treasurer of Alexander's.

~~We manage, lease and develop Alexander's properties pursuant to the agreements described below, which expire in March of each year and renew automatically.~~

~~Management and Development Agreements.~~ Pursuant to our management and development agreement with Alexander's, we receive an annual fee for managing Alexander's and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the

~~tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $315,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.~~

~~In addition, we are entitled to a development fee of 6% of development costs, as defined.~~

~~Leasing Agreements.~~ We provide Alexander's with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through the twentieth year of a lease term, and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander's tenants. In the event that third-party real estate brokers are used, our leasing fee increases by 1% and we are responsible for the fees to the third-party real estate brokers. We are also entitled to a commission upon the sale of any of Alexander's assets of 3% of gross proceeds, as defined, for asset sales of less than $50,000,000, or 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.

~~Other Agreements.~~ Building Maintenance Services ("BMS"), our wholly-owned subsidiary supervises (i) the cleaning, engineering and security services at Alexander's 731 Lexington Avenue property and (ii) security services at Alexander's Rego Park I and Rego Park II properties.

During the year ended December 31, 2018, Alexander's incurred $2,800,000 in management fees, $125,000 in development fees, $13,000 in leasing fees, and $4,101,000 for property management and other fees under its agreements with the Company and/or BMS.

At December 31, 2018, Alexander's owed the Company (i) $146,000 for development fees, (ii) $549,000 for management, property management, cleaning, engineering and security fees and (iii) $13,000 for leasing fees.

With respect to our building at 888 Seventh Avenue, we are the lessee under a ground lease that expires in 2067. The lessor under the ground lease is a limited liability company that is owned by several members, some of which include trusts for the benefit of the family of Mr. David M. Mandelbaum (one of our Trustees), his children, his brother, his sister and his sister's family. Mr. Mandelbaum has no voting or pecuniary interest in these trusts or in the ground lease. The underlying fee property was purchased by the parents of Mr. Mandelbaum in 1961 and placed into trusts at that time for the benefit of their children and grandchildren. Since 1961, this property has been owned 20% by these trusts and, when the trusts expired, descendants of Mr. Mandelbaum's parents. The remaining 80% of the limited liability company is owned by two unrelated families. One family owns 55% of the limited liability company and is its managing member. Mr. Mandelbaum's personal interest in the property is an indirect 2.66% interest. We acquired the building at 888 Seventh Avenue (and the tenant's interest under the ground lease) from an unrelated party in 1998. The limited liability company owning the ground receives under the ground lease an aggregate payment of $3,350,000 a year in rent.

Our property (managed by Urban Edge), Wayne Town Center, is subject to a ground lease owned by members of David Mandelbaum's family or trusts for their benefit. The rent on the ground lease in 2018 was $3,994,574 and increases at 6% per year. Mr. Mandelbaum has no direct voting or pecuniary interest in these trusts or in the ground lease.

In February 2016, each of Mr. Mandelbaum and his brother entered into an agreement to purchase an apartment at the Company's development at 220 Central Park South for $23,571,000 and $16,247,500, respectively (which amounts represent a discount to the asking price equal to the brokerage fee saved by the Company), and the Company holds related deposits of $9,954,625.

MDF Capital LLC, which is owned by Mr. Michael D. Fascitelli, one of our Trustees, leases space at our building at 888 Seventh Avenue in New York City. During 2018, MDF Capital paid $601,499 of rent to the Company for this space.

Steven Roth, our Chairman and Chief Executive Officer, also serves as a member of the Board of Trustees of Urban Edge Properties and as Chairman of the Board of JBG SMITH Properties, both of which are former affiliates of the Company.

~~During 2018, the Company reimbursed a company owned by Mr. Roth $274,225 for the use, for Company-business purposes, of an airplane owned by such company.~~

~~During 2018, companies affiliated with Mr. Roth's wife, Daryl Roth Productions, paid to us $413,338 in connection with fair market leases of signage space from us.~~

Daryl Roth Productions is also a tenant at our building at 888 Seventh Avenue in New York City pursuant to a lease at market terms. Pursuant to the lease, during 2018, Daryl Roth Productions paid rent of $483,983.

Daniel R. Tisch, a Trustee, is also a member of the Board of Trustees of New York University. New York University (or an affiliate thereof) is a tenant at our building at One Park Avenue in New York City. Mr. Tisch was in no way affiliated with such relationship nor does he receive any compensation in connection with such relationship.

The Audit Committee's purposes are to (i) assist the Board of Trustees (the "Board of Trustees" or the "Board") of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), in its oversight of (a) the integrity of the Company's financial statements, (b) the Company's compliance with legal and regulatory requirements, (c) the qualifications and independence of the Company's independent registered public accounting firm, and (d) the performance of the Company's independent registered public accounting firm and the Company's internal audit function; and (ii) prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement. The function of the Audit Committee is oversight. The Board of Trustees, in its business judgment and upon the recommendation of the Corporate Governance and Nominating Committee of the Board, has determined that all members of the Audit Committee are "independent," as required by applicable listing standards of the New York Stock Exchange (the "NYSE"), as currently in effect, and in accordance with the rules and regulations promulgated by the SEC. The Board of Trustees has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE and that each of Dr. West, Ms. Puri and Mr. Tisch is an "audit committee financial expert" within the meaning of the rules of the SEC. The Audit Committee operates pursuant to an Audit Committee Charter.

Management is responsible for the preparation, presentation and integrity of the Company's financial statements and for the establishment and effectiveness of internal control over financial reporting, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm, Deloitte & Touche LLP, is responsible for planning and carrying out a proper audit of the Company's annual financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles and auditing the effectiveness of internal control over financial reporting.

In performing its oversight role, the Audit Committee has considered and discussed the audited consolidated financial statements with management and Deloitte & Touche LLP. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by PCAOB Auditing Standard No. 16,~~Communications with Audit Committees.~~ ~~The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Ethics and Independence Rule 3526,~~~~Communication with Audit Committees Concerning Independence~~. The Audit Committee has also discussed with the independent registered public accounting firm its independence. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters the firm deems appropriate.

Based on the reports and discussions described in the preceding paragraph and subject to the limitations on the role and responsibilities of the Audit Committee referred to below and in the Audit Committee Charter in effect during 2018, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that the audit of the Company's consolidated financial statements has been carried out in accordance with the auditing standards of the PCAOB, that the consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that Deloitte & Touche LLP is in fact "independent" or the effectiveness of the Company's internal controls.

Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the "Deloitte Entities") have been the Company's independent registered public accounting firm since 1976. The Audit Committee selected Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 as a result of a process by which the Audit Committee and management solicited and received proposals from and met with and interviewed several other independent registered public accounting firms. The Audit Committee initiated this process after consultation with management because it determined that there were possible benefits to be considered with regard to cost, audit firm independence and obtaining a fresh look at the Company's financial accounting and internal controls processes. This process was not related to the quality of services provided by the Deloitte Entities. After consideration of each of the proposals, the Audit Committee retained the Deloitte Entities as the Company's independent registered public accounting firm and has determined to continue that retention for 2019. Among other matters, the Audit Committee concluded that current requirements for audit partner rotation, limitation of services and other regulations affecting the audit engagement process substantially assist in supporting auditor independence. As a matter of good corporate governance, the Audit Committee has determined to submit its selection to shareholders for ratification. In the event that this selection of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the votes cast on the proposal, the Audit Committee will review its future selection of an independent registered public accounting firm but will retain all rights of selection.

~~Even if the selection of the Deloitte Entities is ratified at the Annual Meeting, the Audit Committee, in its discretion, may change the appointment at any time during the year.~~

We expect that representatives of the Deloitte Entities will be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2018 and 2017, for professional services rendered for the audits of the Company's annual consolidated financial statements included in the Company's Annual Reports on Form 10-K, for the reviews of the consolidated interim financial statements included in the Company's Quarterly Reports on Form 10-Q and reviews of other filings or registration statements under the Securities Act of 1933, as amended, and Securities Exchange Act during those fiscal years were $3,333,000 and $3,249,000, respectively.

The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2018 and 2017 for professional services rendered that are related to the performance of the audits or reviews of the Company's consolidated financial statements which are not reported above under "Audit Fees" were $1,900,000 and $3,770,000 (including $1,340,000 for work performed in connection with the spin-off of Vornado's Washington D.C. segment), respectively. "Audit-Related Fees" generally include fees for stand-alone audits of subsidiaries and due diligence associated with mergers/acquisitions.

The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2018 and 2017 for professional services rendered for tax compliance, tax advice and tax planning were $1,444,000 and $992,000, respectively. "Tax Fees" generally include fees for tax consultations regarding return preparation and REIT tax law compliance.

~~Other than those described above under "Audit Fees," "Audit-Related Fees" and "Tax Fees," there were no other fees billed by the Deloitte Entities for the years ended December 31, 2018 and 2017.~~

In May 2003, the Audit Committee established a policy of reviewing and approving engagement letters with the Deloitte Entities for the services described above under "Audit Fees" before the provision of those services commences. For all other services, the Audit Committee has detailed policies and procedures pursuant to which it has pre-approved the use of the Deloitte Entities for specific services for which the Audit Committee has set an aggregate quarterly limit of $250,000 on the amount of other services that the Deloitte Entities can provide the Company. Any services not specified that exceed the quarterly limit, or which would cause the amount of total other services provided by the Deloitte Entities to exceed the quarterly limit, must be approved by the Audit Committee Chairman before the provision of such services commences. The Audit Committee also requires management to provide it with regular quarterly reports of the amount of services provided by the Deloitte Entities. Since the adoption of such policies and procedures, all of such fees were approved by the Audit Committee in accordance therewith.

~~The Board of Trustees recommends that you vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2019.~~

The affirmative vote of holders of a majority of the votes cast on this proposal at the Annual Meeting, assuming a quorum is present, is required for its approval. Because banks, brokers and other nominees are entitled to vote on this matter in their discretion, if they do not receive instructions from the applicable beneficial owner of Shares, we do not expect there to be significant broker non-votes on this proposal. Abstentions will have no effect on the result of this vote.

The Compensation Discussion and Analysis section appearing earlier in this proxy statement describes our executive compensation program and the compensation decisions made by the Compensation Committee in or for 2018 with respect to our Chief Executive Officer and other officers named in the Summary Compensation Table (whom we refer to as the "Named Executive Officers"). In accordance with the rules and regulations of the SEC, the Board of Trustees is asking shareholders to vote for the following non-binding, advisory resolution:

~~Proposal:~~ That the shareholders of Vornado Realty Trust (the "Company") approve, by a non-binding, advisory resolution, the compensation of the Company's executive officers named in the Summary Compensation Table, as disclosed in the proxy statement for this Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the tables and the related footnotes and narrative accompanying the tables contained in our "Executive Compensation" section).

~~Supporting Statement:~~ In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, our shareholders have the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our Named Executive Officers. At our 2018 Annual Meeting of Shareholders, our shareholders elected, via an affirmative vote of a majority of all votes cast on the matter, to hold such non-binding, advisory votes on executive compensation on an annual basis, and, accordingly, we have elected to continue to annually hold an advisory vote on the compensation of our Named Executive Officers.

Our executive compensation programs are described in detail in this proxy statement in the section titled "Compensation Discussion and Analysis," the accompanying tables and the related narrative disclosure in this Proxy Statement. These programs are designed to attract and retain talented individuals who possess the skills and expertise necessary to lead Vornado and to promote our business objectives while aligning the interests of the Named Executive Officers with our shareholders to enhance positive financial results. The Compensation Committee regularly assesses all elements of the compensation paid to our Named Executive Officers.

We continue to deliver long-term growth to our shareholders, with a TSR of approximately 101.8% for the ten-year period through 2018. We believe the compensation programs for our Named Executive Officers are a key factor in motivating our executives to continue to deliver such results.

The results of this advisory vote are not binding on the Compensation Committee, the Company or our Board of Trustees. Nevertheless, our Board of Trustees values input from our shareholders and will consider carefully the results of this vote when making future decisions concerning executive compensation.

~~The Board of Trustees unanimously recommends a vote "FOR" the non-binding, advisory resolution on executive compensation.~~

The affirmative vote of a majority of all the votes cast on this proposal at the Annual Meeting, assuming a quorum is present, is necessary to approve, on an advisory basis, the compensation of our Named Executive Officers. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

The Board of Trustees is asking the Company's shareholders to approve the 2019 Omnibus Share Plan of Vornado Realty Trust (the "2019 Omnibus Share Plan" or the "2019 Plan"). The 2019 Omnibus Share Plan is intended to supersede and replace the Company's 2010 Omnibus Share Plan (the "2010 Plan") that is currently in effect. If the 2019 Plan is approved, upon such approval, no additional awards will be made to employees or consultants under the 2010 Plan, but the terms and conditions of any outstanding awards granted under the 2010 Plan will not be affected. If the 2019 Plan is not approved by shareholders, no awards will be made under the 2019 Plan, the 2019 Plan will be null and void in its entirety, and the 2010 Plan will remain in full force and effect with respect to employees and consultants in accordance with its terms and conditions.

Upon recommendation of the Compensation Committee, the Board of Trustees has determined that it is in the best interests of the Company and its shareholders to adopt the 2019 Plan, which was unanimously approved by the Board on March 26, 2019. Including the number of Shares remaining available under the 2010 Plan as of March 18, 2019, which was approximately 1,705,253 Shares, the 2019 Plan provides for the issuance of equity-based awards covering up to 5,500,000 Shares if all awards were full value awards (restricted stock and full value restricted units) and up to 11,000,000 Shares if all awards were not full value awards (awards that require the grantee to pay an exercise or conversion price or otherwise do not deliver the full value of the underlying Share or underlying OP Unit). Awards may~~not~~ ~~be granted under the 2010 Plan as of the effective date of the 2019 Plan.~~

The Board of Trustees believes that the maximum of 11,000,000 Shares that would be available for grant under the 2019 Plan would provide sufficient Shares for equity-based compensation needs of the Company from May 2019 through the 2024 annual shareholder meeting. This estimate is based on our recent usage of equity-based awards and growth estimates and is adjusted upward to allow for the potential that performance-based awards may be earned above target goals and for flexibility around the types of equity-based awards that may be used. Actual issuances could be materially different from this estimate.

As of March 18, 2019, approximately 1,705,253 Shares remained available for issuance under the 2010 Plan, which, based on the analysis above and our "burn rate" discussed below, we believe to be sufficient to continue our current grant practices for no more than approximately one year. Additionally, the 2010 Plan is scheduled to expire in 2020. Therefore, if shareholders do not approve the 2019 Plan, our future ability to issue equity-based awards, other than cash-settled awards, will be limited after the 2010 Plan expires. This could have significant negative consequences and could, among other things, inhibit our ability to align employees' interests with those of shareholders through equity-based compensation and impede our ability to attract and retain talent.

~~Therefore, the Board of Trustees urges you to vote to approve the 2019 Plan.~~

The Company's historical share usage under its equity compensation plans (sometimes referred to as "burn rate") and the potential dilution of the Company's shareholders that could occur as a result of the Company's equity plans (sometimes referred to as "overhang") are summarized below. As noted above, subject to shareholder approval, awards may not be granted under the 2019 Plan until the day on which the 2010 Plan expires, and any Shares remaining available for issuance under the 2010 Plan on that date will not be available for issuance under the 2019 Plan.

~~Burn Rate.~~ ~~The following table sets forth information regarding awards granted and earned, the "burn rate" for each of the last three fiscal years and the average burn rate over the last three years.~~

~~Share Overhang.~~ As commonly calculated, the total potential dilution or "overhang" resulting from the adoption of the 2019 Omnibus Share Plan would be 5.40%, with the incremental overhang from the 2019 Omnibus Share Plan equal to 2.88%. We calculate the overhang as follows, in each case as of March 18, 2019:

A copy of the full text of the 2019 Plan is attached as Annex B to this proxy statement and the summary below of the 2019 Plan is qualified in its entirety by reference to the text of the 2019 Plan. For additional information regarding equity-based compensation granted to our Named Executive Officers, see "Compensation Discussion and Analysis."

The purpose of the 2019 Plan is to promote the interests of the Company by encouraging its employees and the employees of its subsidiaries, including officers (together, the "Employees"), its non-employee trustees and non-employee directors of its subsidiaries (together, the "Non-Employee Trustees) and certain non-employee advisors and consultants that provide bona fide services to the Company or its subsidiaries (together, the "Consultants") to acquire an ownership position in the Company, enhancing its ability to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability and providing such Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Company's success and to further align the interests of Employees, Non-Employee Trustees and Consultants with shareholders.

Under the 2019 Plan, eligible participants may be granted awards of stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards (including the grant or offer for sale of unrestricted Shares) and limited partnership units ("OP Units") of Vornado Realty L.P. (or any successor entity), the entity through which the Company conducts substantially all its business (including appreciation-only OP Units). Awards of performance shares, restricted stock and other stock-based awards may provide the holder with dividends or dividend equivalents and voting rights prior to vesting. If dividends or dividend equivalents are granted, dividend and dividend equivalents will be paid to the holder at the same time as the Company pays dividends to holders of the Company's Shares but not less than annually. Notwithstanding the foregoing, a holder's right to dividends and dividend equivalent payments in the case of an award that is subject to performance-based conditions will be treated as unvested so long as the performance conditions have not been met, and any such dividend equivalent payments that would otherwise have been paid during the performance period will instead be accumulated and paid within 30 days following the date on which such award is determined by the Company to have been earned.

Subject to adjustment as described below, awards may be granted under the 2019 Plan with respect to a maximum of 5,500,000 Share Equivalents (as defined below), which, in accordance with the share counting provisions of the 2019 Plan, would result in the issuance of up to a maximum of 5,500,000 Shares if all awards granted under the 2019 Plan were Full Value Awards (as defined below) and 11,000,000 Shares if all of the awards granted under the 2019 Plan were Not Full Value Awards (as defined below) (which includes 1,705,253 Shares remaining under the 2010 Plan on March 18, 2019). "Share Equivalents" are the measuring unit for determining the number of Shares that may be subject to awards.

The 2019 Plan is commonly referred to as a fungible unit plan. Restricted shares, restricted units or other securities that have a value equivalent to a full Share are referred to as "Full Value Awards." Securities such as options, appreciation-only OP Units or stock appreciation rights that require the grantee to pay an exercise or conversion price or otherwise do not deliver the full value of the underlying Share or underlying OP Unit due to the deduction of a strike price are referred to as "Not Full Value Awards." When a grant is made under the 2019 Plan, we will reduce the number of Share Equivalents available under the 2019 Plan (1) one Share Equivalent for each Share awarded pursuant to an award that is a Full Value Award and (2) one-half a Share Equivalent for each Share awarded pursuant to an award that is a Not Full Value Award. This means, for instance, if we were to award only restricted shares under the 2019 Plan, we could award 5,500,000 restricted shares. On the other hand, if we were to award only options under the 2019 Plan, we could award options to purchase 11,000,000 Shares (at the applicable exercise price). We also could issue any combination of the foregoing (or of other securities available under the 2019 Plan) with the reductions in availability to be made in accordance with the foregoing ratios.

If any award granted under the 2019 Plan expires or is forfeited, terminated or cancelled, or is paid in cash in lieu of Shares, then the Shares underlying any such award will again become available for grant under the 2019 Plan in an amount equal to one Share Equivalent for each Share that is subject to a Full Value Award and by one-half Share Equivalent for each Share that is subject to an award that is a Not Full Value Award, in each case, at the time such award expires or is forfeited, terminated or cancelled. Awards that are settled in cash do not affect the number of Share Equivalents available for awards under the 2019 Plan to the extent paid or settled in cash.

The number of Share Equivalents available under the 2019 Plan will be reduced (1) upon the exercise of a stock option, appreciation-only OP Unit or a stock appreciation right by one-half of the gross number of Shares for which the award is exercised even if the award is exercised by means of a net-settlement exercise procedure or if Shares are withheld to satisfy any tax withholding obligation and (2) by one Share for each Share withheld to satisfy any tax withholding obligation with respect to any Full Value Award. Awards issued or assumed under the 2019 Plan in connection with any merger, consolidation, acquisition of property or stock, reorganization or similar transaction will not count against the number of Share Equivalents that may be granted under the 2019 Plan.

No more than 11,000,000 Shares (subject to adjustment as described below) may be issued upon the exercise of "incentive stock options" (within the meaning of Section 422 of the Internal Revenue Code) granted under the 2019 Plan.

Shares issued under the 2019 Plan would be authorized and unissued Shares. The fair market value of one Share on March 18, 2019 was $67.31 per Share (the average of the high and low market price on the New York Stock Exchange on that date).

Because awards under the 2019 Plan are made on a discretionary basis by the Board or Compensation Committee, it is not possible to determine the benefits that will be received by our executive officers and other key employees. Information on our most recent equity awards is set forth under "Compensation Discussion and Analysis," "Executive Compensation" and under "New Plan Benefits."

The 2019 Plan will be administered and interpreted by the Compensation Committee. The Compensation Committee is authorized to select Employees, Non-Employee Trustees and Consultants to receive awards, determine the type of awards to be made, determine the number of equity-based securities subject to any award and the other terms and conditions of such awards. Our Board of Trustees, in its sole discretion, also may grant awards or administer the 2019 Plan.

All Employees, Non-Employee Trustees and Consultants are eligible to receive awards under the 2019 Plan, as determined by the Compensation Committee. As of December 31, 2018, 693 Employees, 18 Non-Employee Trustees (including nine non-employee directors of the Company's subsidiaries) and six Consultants would have been eligible to participate in and receive awards under the 2019 Plan, if it had been adopted and effective at such time.

Awards are not assignable or transferable except by will or the laws of descent and distribution and no right or interest of any holder may be subject to any lien, obligation or liability of the holder. The Compensation Committee may determine, at the time of grant or thereafter, that an award (other than stock options intended to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code) is transferable by a holder to such holder's immediate family members (or trusts, partnerships or limited liability companies established for such immediate family members).

Awards granted under the 2019 Plan will be subject to the requirement that the awards be forfeited or repaid to the Company after they have been distributed to the participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by any clawback or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.

The 2019 Plan has a term through May 16, 2029, but any award granted prior to such date, and the Compensation Committee's authority to administer the terms of such awards, will remain in effect until the award is settled or lapses. The 2019 Plan will be effective, subject to its approval by the shareholders, as of the date of the approval by the requisite number of shareholders of the Trust at the 2019 Annual Meeting. The Compensation Committee may amend or terminate the 2019 Plan or any portion of the 2019 Plan at any time, except that no amendment may be made without shareholder approval if such amendment (i) would increase the maximum aggregate number of Shares that may be issued under the 2019 Plan, (ii) would materially expand the class of service providers eligible to participate in the 2019 Plan, (iii) would result in a material increase in the benefits accrued to participants under the 2019 Plan, (iv) would reduce the exercise or conversion price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise or conversion price that is less than the exercise or conversion price of the original stock options or stock appreciation rights or (v) requires shareholder approval to comply with any applicable laws, regulations or rules, including the rules of a securities exchange or self-regulatory agency. If there is a change in applicable tax law such that OP Units become taxable to the holder of such OP Units as ordinary income, the Operating Partnership, at any time in the sole discretion of the Company or the general partner of the Operating Partnership, may cause the OP Units to be restructured and/or substituted for other awards in a way that permits a tax deduction to the Operating Partnership or the Company while preserving substantially similar pre-tax economics to the holder of such OP Units.

OP Units are valued by reference to the value of the underlying Shares to which such award relates. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of OP Unit awards, including computation of financial metrics and/or achievement of pre-established performance goals, are established by the Compensation Committee. Such OP Unit awards may provide the holder with dividend-equivalent rights prior to vesting.

"AO LTIP Units" are a class of OP Units that are intended to produce for holders a substantially similar non-tax economic effect as that of options. Each AO LTIP Unit is potentially convertible into Class A OP Units (each one of which is ultimately redeemable for one Share or cash at the option of the Company). Each AO LTIP Unit will be issued under the 2019 Plan and may be convertible for up to a period of 10 years from the date of grant. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of AO LTIP Unit awards, including computation of financial metrics and/or achievement of pre-established performance

goals, are established by the Compensation Committee. On the date of grant, each AO LTIP Unit is awarded with a specified conversion price. That conversion price will never be lower (and may be significantly higher) than the price for one Share on the date of grant. Each AO LTIP Unit, on conversion, will be converted into such number of Class A OP Units that has a value equal to the excess of the closing price per Share on the date of conversion on the New York Stock Exchange over the specified conversion price. After a required two-year holding period, those Class A OP Units, in turn, may be redeemable for Shares. Such AO LTIP Unit awards may provide the holder with dividend-equivalent rights prior to vesting.

Stock options entitle the holder to purchase the Company's Shares at a per Share price determined by the Compensation Committee, which in no event may be less than the fair market value of the Shares on the date of grant. Options may be either "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code or "non-qualified" stock options.

Stock options are exercisable for such period as is determined by the Compensation Committee, but in no event may options be exercisable after 10 years from the date of grant. The option price for Shares purchased upon the exercise of an option must be paid in full at the time of exercise and may be paid in cash, by tender of Shares, by such other consideration as the Compensation Committee deems appropriate or by a combination of cash, Shares and such other consideration. Like the 2010 Plan, the 2019 Plan does not provide for the grant of "reload stock options" (meaning, if a grantee were to pay the applicable exercise in Shares already owned, the grantee would automatically be granted a new option in the amount of the surrendered Shares).

Stock appreciation rights entitle the holder to receive from the Company an amount equal to the amount by which the fair market value of a Share on the date of exercise exceeds the grant price. The Compensation Committee will establish the grant price, which may not be less than the fair market value of the Shares on the date of grant and the term, which will not be more than 10 years from the date of grant. Stock appreciation rights may be granted in tandem with a stock option or in addition to a stock option or may be freestanding and unrelated to a stock option. The Compensation Committee is authorized to determine whether a stock appreciation right will be settled in cash, Shares or a combination thereof. Stock appreciation rights settled in cash will not reduce the number of Shares issuable under the 2019 Plan.

Performance share awards consist of a grant of actual Shares or Share units having a value equal to an identical number of the Company's Shares in amounts determined by the Compensation Committee at the time of grant. Performance share awards consisting of actual Shares entitle the holder to receive Shares in an amount based upon performance conditions of the Company over a performance period as determined by the Compensation Committee at the time of grant. Such performance share awards may provide the holder with dividends and voting rights prior to vesting, subject to dividend accumulation until vested as described above. Performance share awards consisting of Share units entitle the holder to receive the value of such units in cash, Shares or a combination thereof based upon performance conditions and over a performance period as determined by the Compensation Committee at the time of grant.

Restricted share awards consist of a grant of actual Shares or Share units having a value equal to an identical number of Shares of the Company. Restricted share awards consisting of actual Shares entitle the holder to receive Shares of the Company. Such restricted share awards may provide the holder with dividends and voting rights prior to vesting. Restricted share awards consisting of Share units entitle the holder to receive the value of such units in cash, Shares or a combination thereof as determined by the Compensation Committee and may provide the holder with dividends. The employment or other conditions and the length of the period for vesting of restricted share awards are established by the Compensation Committee at the time of grant.

Other types of equity-based or equity-related awards, including the grant or offer for sale of unrestricted Shares, may be granted under such terms and conditions as may be determined by the Compensation Committee.

The Compensation Committee will determine the time or times at which awards become vested, unrestricted or may be exercised, subject to the following limitations. Subject to accelerated vesting upon certain events that may be specified in an award agreement, including upon an involuntary termination of employment or service, the occurrence of a change in control or a grantee's retirement, disability, hardship or death, (i) awards that are not Full Value Awards will not vest or be exercisable earlier than the first anniversary of the date on which such award is granted, (ii) time-based vesting awards of Full Value Awards will be subject to a minimum one-year vesting period and (iii) performance-based vesting awards of Full Value Awards will have a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated. Notwithstanding the foregoing, a maximum of 5% of the maximum aggregate number of Share Equivalents available under the 2019 Plan in respect of awards can be subject to awards without regard to the minimum vesting limits in the preceding sentence.

In the event of a change in control (as defined in the 2019 Plan), the Compensation Committee may take one or more of the following actions with respect to outstanding awards, in its sole discretion: (i) settle awards for an amount of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount, if any, will be equal to the in-the-money spread value of such awards; (ii) provide for the assumption of or the issuance of substitute awards; (iii) modify the terms of such awards to add events, conditions or circumstances upon which the vesting of such awards or lapse of restrictions thereon will accelerate; (iv) deem any performance conditions satisfied or provide for the performance conditions to continue (in accordance with their terms or as adjusted by the Compensation Committee) after the change in control or (v) provide that for a period of at least 20 days prior to the change in control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the change in control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the change in control) and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate.

Below is a brief summary of the principal U.S. federal income tax consequences of awards under the 2019 Plan under current law. This summary is not intended to be exhaustive and does not describe, among other things, state, local or foreign income, withholding and payroll tax matters, and other tax consequences. The specific tax consequences to a participant will depend on that participant's individual circumstances.

~~Incentive Stock Options.~~ Upon the grant or exercise of an incentive stock option, no income will be recognized by the optionee for federal income tax purposes, and the Company will not be entitled to any deduction. If the Shares acquired upon exercise are not disposed of within the one-year period beginning on the date of the transfer of the Shares to the optionee, nor within the two-year period beginning on the date of the grant of the option, any gain or loss realized by the optionee upon the disposition of such Shares will be taxed as long-term capital gain or loss. In such event, no deduction will be allowed to the Company. If such Shares are disposed of within the periods referred to above, the excess of the fair market value of the Shares on the date of exercise (or, if less, the fair market value on the date of disposition) over the exercise price will be taxable as ordinary income to the optionee at the time of disposition, and the Company will be entitled to a corresponding deduction. The amount by which the fair market value of the Shares at the time of exercise of an incentive stock option exceeds the option price will constitute an item of tax preference that could subject the optionee to the alternative minimum tax. Whether the optionee will be subject to such tax depends on the facts and circumstances applicable to the individual.

~~Non-Qualified Stock Options.~~ ~~Upon the grant of a non-qualified stock option, no income will be realized by the optionee, and the Company will not be entitled to any deduction. Upon the exercise of such an option, the amount~~

by which the fair market value of the Shares at the time of exercise exceeds the exercise price will be taxed as ordinary income to the optionee, and the Company will be entitled to a corresponding deduction. All option grants to Non-Employee Trustees and Consultants are treated as non-qualified options for federal income tax purposes.

~~Stock Appreciation Rights.~~ Upon the grant of a stock appreciation right, no taxable income will be realized by the holder, and the Company will not be entitled to any tax deduction. Upon the exercise of a stock appreciation right, the amount by which the fair market value of the Shares at the time of exercise exceeds the grant price will be taxed as ordinary income to the holder, and the Company will be entitled to a corresponding deduction.

~~Performance Shares and Restricted Shares.~~ A participant will not be subject to tax upon the grant of a restricted share unit, or upon the grant of actual restricted Shares, unless such participant makes the election referred to below with respect to restricted Shares. Upon the vesting date (the date of lapse of the applicable forfeiture conditions or transfer restrictions, in the case of Share awards and, in the case of unit awards, the date of vesting and distribution of the Shares and/or cash underlying the units), the participant will recognize ordinary income equal to the fair market value of the Shares and/or cash received (less any amount such participant may have paid for the Shares), and the Company generally will be entitled to a deduction equal to the amount of income recognized by such participant. In the case of an award of actual restricted Shares, if any dividends are paid on such common shares prior to the vesting date, they will be includible in a participant's income during the restricted period as additional compensation (and not as dividend income).

A participant may elect to recognize immediately, as ordinary income, the fair market value of restricted Shares (less any amount paid for the Shares) on the date of grant, without regard to applicable forfeiture conditions and transfer restrictions. This election is referred to as a Section 83(b) election. If a participant makes this election, the holding period will begin the day after the date of grant, dividends paid on the Shares will be subject to the normal rules regarding distributions on stock and no additional income will be recognized by such participant upon the vesting date. However, if a participant forfeits the restricted Shares before the vesting date, no deduction or capital loss will be available to that participant (even though the participant previously recognized income with respect to such forfeited Shares). In the event that the Shares are forfeited by such participant, the Company generally will include in its income the amount of its original deduction.

~~OP Units.~~ OP Unit awards (including AO LTIP Unit awards) are intended to be structured to qualify as "profits interests" for federal income tax purposes, meaning that, under current law, no income will be recognized by the recipient upon grant or vesting, and the Company will not be entitled to any deduction. If OP Units are not disposed of within the three-year period beginning on the date of grant of the OP Unit award, any gain realized by the recipient upon disposition will be taxed as long-term capital gain (assuming the applicable tax elections are made by the grantee in connection with the grant of the award).

~~Disposition of Shares.~~ Unless stated otherwise above, upon the subsequent disposition of Shares acquired under any of the preceding awards, the participant will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the participant's basis in the Shares, and such amount will be long term capital gain or loss if such Shares were held for more than 12 months.

~~Additional Medicare Tax.~~ Participants are subject to a 3.8% tax on the lesser of (i) the participant's "net investment income" for the relevant taxable year and (ii) the excess of the participant's modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the participant's circumstances). A participant's net investment income generally includes dividend income and net gains from the disposition of Shares. Participants are urged to consult their tax advisors regarding the applicability of this Medicare tax to their income and gains in respect of their investment in Shares.

~~Section 409A.~~ If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Participants are urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.

~~Non-Employee Trustees.~~ The discussion above generally applies to awards to Non-Employee Trustees; provided that Non-Employee Trustees are not eligible to receive grants of incentive stock options, and any amounts taxable to Non-Employee Trustees in respect of awards are not subject to FICA taxation (but may instead be subject to certain

~~self-employment taxes). Generally, cash-based awards, including retainers and fees, will be taxable to the recipient as ordinary income at the time paid.~~

No awards will be granted under the 2019 Plan prior to its approval by our shareholders. Awards under the 2019 Plan will be granted at the discretion of the Compensation Committee. As a result, it is not possible to determine the number or type of awards that will be granted to any person under the 2019 Plan. The awards granted in 2019 (for 2018 performance) under the 2010 Plan, which would not have changed if the 2019 Plan had been in place instead of the 2010 Plan, are set forth in the table below.

~~The Board of Trustees unanimously recommends a vote "FOR" the approval of the Company's 2019 Omnibus Share Plan.~~

Unless you direct otherwise in your proxy, proxies will be voted for the proposal. The affirmative vote of holders of the majority of the votes cast on the proposal is required for approval of the 2019 Omnibus Share Plan. For purposes of the vote on this proposal, abstentions will have the effect of a vote against the proposal and broker non-votes will have no effect on the outcome of the proposal.

To the extent this proxy statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act, the sections entitled "Compensation Committee Report on Executive Compensation" and "Report of the Audit Committee" (to the extent permitted by the rules of the SEC) will not be deemed incorporated unless provided otherwise in such filing.

~~The Board does not intend to present any~~No matters, other ~~matter, nor does it have any information that any other matter will be brought, before~~than the ~~Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is the intention of each of the individuals named~~Proposal described in the ~~accompanying proxy to vote said proxy in accordance with his~~Notice of Special Meeting, may be considered at the Special Meeting or ~~her discretion on such matters.~~at any postponement or adjournment thereof.

We have established procedures by which shareholders may authorize their proxies via the Internet or by telephone. You may also authorize your proxy by mail. Please see the proxy card or voting instruction form accompanying this proxy statement for specific instructions on how to authorize your proxy by any of these methods.

Proxies authorized via the Internet or by telephone must be received by 11:59 P.M., New York City time, on ~~Wednesday, May 15,~~August 6, 2019. Authorizing your proxy via the Internet or by telephone will not affect your right to revoke your proxy should you decide to do so.

The Internet and telephone proxy authorization procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions and to confirm that shareholders' instructions have been recorded properly. The Company has been advised that the Internet and telephone proxy authorization procedures that have been made available are consistent with the requirements of applicable law. Shareholders authorizing their proxies via the Internet or by telephone should understand that there may be costs associated with voting in these manners, such as charges for Internet access providers and telephone companies that must be borne by the shareholder.

The Bylaws of the Company currently provide that in order for a shareholder to nominate a candidate for election as a Trustee at an Annual Meeting of Shareholders outside of the proxy access provision in the Bylaws described below or propose business for consideration at such meeting, notice must be given to the Secretary of the Company no more than 120 days nor less than 90 days prior to the first anniversary of the preceding year's Annual Meeting and must include certain information specified in the Bylaws. As a result, any notice given by or on behalf of a shareholder pursuant to the provisions of our current Bylaws (other than the proxy access provision) must comply with the requirements of the Bylaws and must be delivered to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, not earlier than January 17, 2020 and not later than the close of business on February 16, 2020.

Shareholders who wish to submit a "proxy access" nomination for inclusion in our proxy statement in connection with our 2020 Annual Meeting of Shareholders must submit a written notice in compliance with the procedures and along with the other information required by our Bylaws to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, not earlier than November 7, 2019 and not later than the close of business on December 7, 2019.

782019 PROXY STATEMENT

VORNADO REALTY TRUST

~~2019 PROXY STATEMENT~~11

Shareholders interested in presenting a proposal for inclusion in the proxy statement for the Company's Annual Meeting of Shareholders in 2020 may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934. To be eligible for inclusion, shareholder proposals must be received at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, Attention: Secretary, not later than December 7, 2019.

It is important that proxies be returned promptly. Please authorize your proxy over the Internet, by telephone or by requesting, executing and returning a proxy card or voting instruction form.

~~Below is a reconciliation of net income to NOI at share and NOI at share—cash basis for year ended December 31, 2018 and 2017.~~

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies. We calculate NOI on an operating partnership (Vornado Realty L.P.) basis which is before allocation to the noncontrolling interest of the operating partnership.

~~The following table reconciles net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:~~

The following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO, we also disclose FFO, as adjusted. Although this non-GAAP measure clearly differs from Nareit's definition of FFO, we believe it provides a meaningful presentation of operating performance.



2019 PROXY STATEMENT	VORNADO REALTY TRUST	83A-1

The Declaration of Trust of the Company is amended as indicated below with deletions for the current Sections 6.6, 6.7 and 6.8 of the Declaration indicated by strike-outs and additions to the current Sections 6.6, 6.7 and 6.8 of the Declaration indicated by underlining:

SECTION 6.6 Restrictions on Ownership and Transfer; Exchange For Excess Stock.



A-2	VORNADO REALTY TRUST	2019 PROXY STATEMENT



2019 PROXY STATEMENT	VORNADO REALTY TRUST	A-3



84A-4	VORNADO REALTY TRUST	2019 PROXY STATEMENT



A-6	VORNADO REALTY TRUST	2019 PROXY STATEMENT



2019 PROXY STATEMENT	VORNADO REALTY TRUST	A-7



A-8	VORNADO REALTY TRUST	2019 PROXY STATEMENT

1.
Purpose
85

2.

Shares Available for Awards

85

3.

Administration

86

4.

Eligibility

86

5.

Awards

87

6.

Operating Partnership Units

87

7.

Stock Options

88

8.

Stock Appreciation Rights

88

9.

Performance Shares

89

10.

Restricted Stock

89

11.

Other Stock-Based Awards

89

12.

Award Agreements

89

13.

Change in Control

89

14.

Clawback/Forfeiture

91

15.

Withholding

91

16.

Nontransferability

91

17.

No Right to Employment

91

18.

Adjustment of and Changes in Shares

91

19.

Amendment; Termination

92

20.

Section 409A

92

21.

Governing Law

93

22.

Effective Date

93

(f)

Owners Required to Provide Information.

(1)

From the Adoption Date and prior to the Ownership Limitation Termination Date:

(a): every Beneficial Owner of more than 2.0% of the outstanding Equity Stock of any class shall, within 30 days after January 1 of each year, give written notice to the Trust stating the name and address of such Beneficial Owner, the number of Shares Beneficially Owned, and a description of how such Shares are held. Each such Beneficial Owner shall provide to the Trust such additional information as the Trust may request in order to determine the effect, if any, of such Beneficial Ownership on the Trust's status as a REIT.
(b): each Person who is a Beneficial Owner or Constructive Owner of Shares and each Person (including the shareholder of record) who is holding Shares for a Beneficial Owner or Constructive Owner shall provide to the Trust such information as the Trust may request, in good faith, in order to determine the Trust's status as a REIT or to comply with regulations promulgated under the REIT provisions of the Code.

(2)

every Beneficial Owner of more than 2.0% of the outstanding shares of Common Stock on the Adoption Date shall, within 60 days of the Adoption Date, give written notice, a form for which will be made available by the Trust to those Persons that are Shareholders as of the Adoption Date, to the Trust stating the name and address of such Beneficial Owner, the number of shares of Common Stock Beneficially Owned, and a description of how such shares of Common Stock are held.

(g)

Remedies Not Limited. Nothing contained in this Article VI shall limit the authority of the Board of Trustees to take such other action as it deems necessary or advisable to protect the Trust and the interests of its Shareholders by preservation of the Trust's status as a REITor as a Domestically Controlled Qualified Investment Entity (determined without regard to the "testing period" set forth in Section 897(h)(4)(D) of the Code).

(h)

Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Article VI, including any definition contained in Section 6.6(a) and any ambiguity with respect to which Shares are to be exchanged for Excess Stock in a given situation, the Board of Trustees shall have the power to determine the application of the provisions of this Article VI with respect to any situation based on the facts known to it.

(i)

Modification of Existing Holder Limits. The Existing Holder Limits may be modified as follows:

(1): Subject to the limitations provided in Section 6.6(k), any Existing Holder may Transfer shares of Common Stock to a Person who is already an Existing Holder up to the number of shares of Common Stock Beneficially Owned by such transferor Existing Holder in excess of the Ownership Limit with respect to Common Stock. Any such Transfer will decrease the Existing Holder Limit for such transferor Existing Holder and increase the Existing Holder Limit for such transferee Existing Holder by the percentage of the outstanding Common Equity Stock so Transferred. The transferor Existing Holder shall give the Board of Trustees of the Trust prior written notice of any such Transfer.
(2): Subject to the limitations provided in Section 6.6(k), the Board of Trustees may grant stock options which result in Beneficial Ownership of shares of Common Stock by an Existing Holder pursuant to a stock option plan approved by the Shareholders. Any such grant shall increase the Existing Holder Limit for the affected Existing Holder to the maximum extent possible under Section 6.6(k) to permit the Beneficial Ownership of the shares of Common Stock issuable upon the exercise of such stock option.
(3): The Board of Trustees may reduce the Existing Holder Limit for any Existing Holder, with the written consent of such Existing Holder, after any Transfer permitted in this Section 6.6 by such Existing Holder to a Person other than an Existing Holder or after the lapse (without exercise) of a stock option described in Section 6.6(i)(2).

Table of Contents



2019 PROXY STATEMENT	VORNADO REALTY TRUST	85

1.: ~~Purpose~~

~~The purpose of the 2019 Omnibus Share Plan of Vornado Realty Trust, as amended from time to time (the "Plan"), is to promote the interests of Vornado Realty Trust (the "Trust"), including its growth and performance, by encouraging employees of the Trust and its subsidiaries, including officers (together, the "Employees"), its non-employee trustees of the Trust and non-employee directors of its subsidiaries (together, the "Non-Employee Trustees") and certain non-employee advisors and consultants that provide~~~~bona fide~~~~services to the Trust or its subsidiaries (together, the "Consultants~~") to acquire an ownership position in the Trust, enhancing the ability of the Trust and its subsidiaries to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability, and providing Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Trust's success and to further align the interests of the Employees, Non-Employee Trustees and Consultants with shareholders of the Trust. Each of the terms set forth in the Appendix is defined in the Section of the Plan set forth opposite such term.

~~The Plan replaces the 2010 Omnibus Share Plan of Vornado Realty Trust, as amended (the "Predecessor Plan"), for awards granted on or after the Effective Date (as defined inSection 22~~). Awards may not be granted under the Predecessor Plan beginning on the Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any outstanding grants under the Predecessor Plan prior to the Effective Date.

2.: ~~Shares Available for Awards~~

~~Subject to the provisions of thisSection 2~~ ~~or any adjustment as provided inSection 18, awards may be granted under the Plan with respect to 5,500,000 Share Equivalents (as defined below), which, in accordance with the share counting provisions of thisSection 2, would result in the issuance of up to a maximum of 5,500,000 common shares, par value $0.04, of beneficial interest in the Trust (the "Shares~~") if all awards granted under the Plan were Full Value Awards (as defined below) and 11,000,000 Shares if all awards granted under the Plan were not Full Value Awards (which includes the number of Shares remaining under the Predecessor Plan as of March 18, 2019). The Shares issued under the Plan may be authorized and unissued Shares or treasury Shares, as the Trust may from time to time determine. Any Shares that are subject to awards that are not Full Value Awards shall be counted against the number of Share Equivalents available for the grant of awards under the Plan, as set forth in the first sentence of this~~Section 2~~, as one-half Share Equivalent for every Share granted pursuant to an award; any Shares that are subject to awards that are Full Value Awards shall be counted as one Share Equivalent for every Share granted pursuant to an award.

"~~Share Equivalent~~" shall be the measuring unit for purposes of the Plan to determine the number of Shares that may be subject to awards hereunder, which number of Shares shall not in any event exceed 11,000,000, subject to the provisions of this~~Section 2~~ ~~or any adjustment as provided inSection 18. "Full Value Award~~" means an award under the Plan other than a stock option, stock appreciation right or other award that does not deliver on the grant date of such award the full value of the underlying Shares or underlying OP Units. "~~OP Units" are undivided fractional limited partnership interests in Vornado Realty L.P. (together with any successor entity, the "Operating Partnership~~"), of one or more classes established pursuant to the Operating Partnership's agreement of limited partnership, as amended from time to time. The Operating Partnership is a Delaware limited partnership, the entity through which the Trust conducts its business and an entity that has elected to be treated as a partnership for federal income tax purposes.

~~The Compensation Committee (the "Committee") of the Board of Trustees of the Trust (the "Board of Trustees") may, without affecting the number of Share Equivalents available pursuant to thisSection 2~~, authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, reorganization or similar transaction upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A of the Code ("~~Section 409A") and any other applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code").~~

Shares subject to an award granted under the Plan that expires unexercised, that is forfeited, terminated or cancelled, in whole or in part, or is paid in cash in lieu of Shares, shall thereafter again be available for grant under the Plan;~~provided~~,~~however~~, that the number of Share Equivalents that shall again be available for the grant under the Plan shall be increased by one Share Equivalent for each Share that is subject to a Full Value Award at the time

~~Table of Contents~~



86	~~VORNADO REALTY TRUST~~	~~2019 PROXY STATEMENT~~

such Full Value Award expires or is forfeited, terminated or cancelled and by one-half Share Equivalent for each Share that is subject to an award that is not a Full Value Award at the time such award expires or is forfeited, terminated or cancelled. Awards that use Shares as a reference but that are paid or settled in whole or in part in cash shall not affect the number of Share Equivalents available under the Plan pursuant to this~~Section 2~~ to the extent paid or settled in cash. The number of Share Equivalents available for the purpose of awards under the Plan shall be reduced by (i) one-half of the gross number of Shares for which stock options or stock appreciation rights are exercised, regardless of whether any of the Shares underlying such awards are not actually issued as the result of a net settlement or to satisfy any tax withholding obligation and (ii) one Share for each Share withheld to satisfy any tax withholding obligation with respect to any Full Value Award, as described further in~~Section 15~~.

~~The maximum aggregate number of Share Equivalents that may be granted under the Plan, as set forth in thisSection 2~~, shall be cumulatively increased from time to time by the number of Shares subject to, or acquired pursuant to, that portion of any award granted under the Predecessor Plan and outstanding as of the Effective Date that, on or after the Effective Date, expires unexercised, that is forfeited, terminated or cancelled, in whole or in part, or is paid in cash in lieu of Shares;~~provided~~,~~however~~, that the number of Share Equivalents that shall again be available for grant under the Plan shall be increased by one-half Share Equivalent for each Share that is subject to an award granted under the Predecessor Plan that would not have been a Full Value Award if granted under the Plan at the time such award expires or is forfeited, terminated or cancelled.

The maximum aggregate number of Shares that may be issued under the Plan pursuant to the exercise of incentive stock options within the meaning of Section 422 of the Code shall not exceed 11,000,000 Shares (as adjusted pursuant to the provisions of~~Section 18~~).

3.: ~~Administration~~

The Plan shall be administered by the Committee. Notwithstanding anything to the contrary contained herein, the Board of Trustees may, in its sole discretion, at any time and from time to time, grant awards or administer the Plan. In any such case, the Board of Trustees will have all of the authority and responsibility granted to the Committee herein.

~~Subject to the provisions of the Plan, the Committee shall select the Employees, Non-Employee Trustees and Consultants who will be participants in the Plan (together, the "Participants~~"). The Committee shall (i) determine the type of awards to be made to Participants, determine the Shares or share units subject to awards, and (ii) have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan, based on, among other things, information made available to the Committee by the management of the Trust. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in its administration of the Plan, as described herein, shall be final and conclusive.

The Committee's determinations under the Plan and awards need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under award agreements and to enter into non-uniform and selective award agreements, as to (a) the persons to receive awards and (b) the provisions of awards.

4.: ~~Eligibility~~

~~All Employees, Non-Employee Trustees and Consultants, in each case as determined by the Committee, are eligible to be Participants in the Plan.~~

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5.: ~~Awards~~

Awards under the Plan may consist of the following: stock options (either incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options), stock appreciation rights, performance shares, grants of restricted stock and other-stock based awards, including OP Units. Awards of performance shares, restricted stock or share units and other-stock based awards may provide the Participant with dividends or dividend equivalents and voting rights prior to vesting (whether based on a period of time or based on attainment of specified performance conditions). Unless the Committee otherwise specifies in the award agreement, if dividends or dividend equivalent rights are granted, (x) dividends and dividend equivalents shall be paid in respect of any award that is not subject to performance vesting conditions to the Participant at the same time as the Trust pays dividends to common shareholders (even if the Shares subject to the underlying award are held by the Trust) but not less than annually and not later than the fifteenth day of the third month following the end of the calendar year in which the dividends or dividend equivalents are credited (or, if later, the fifteenth day of the third month following the end of the calendar year in which the dividends or dividend equivalents are no longer subject to a "substantial risk of forfeiture" within the meaning of Section 409A and (y) dividend and dividend equivalent payments in the case of an award that is subject to performance vesting conditions shall be treated as unvested so long as such award remains unvested, and any such dividend and dividend equivalent payments that would otherwise have been paid during the vesting period shall instead be accumulated (and, if paid in cash, reinvested in additional Shares based on the Surrender Value of the Shares on the date of reinvestment) and paid within 30 days following the date on which such award is determined by the Committee to have satisfied such performance vesting conditions. "~~Surrender Value~~" means, with respect to a Share, the closing price reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein.

Notwithstanding any other provision of the Plan to the contrary and except for acceleration in the event of the Participant's involuntary termination, retirement, death, disability or hardship (as determined by the Committee) or upon a Change in Control (as defined in~~Section 13~~), (1) Full Value Awards (a) that vest on the basis of the Participant's continued employment or service shall be subject to a minimum vesting schedule of at least one year and (b) that vest on the basis of the attainment of performance goals shall provide for a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated; and (2) awards that are not Full Value Awards may not vest or be exercisable earlier than the first anniversary of the date on which such award is granted. Notwithstanding the foregoing, Awards with respect to 5% of the maximum aggregate number of Share Equivalents available for the purpose of awards under the Plan pursuant to~~Section 2~~ ~~may be granted under the Plan to any one or more Participants without respect to such minimum vesting provisions.~~

6.: ~~Operating Partnership Units~~

Awards may be granted under the Plan in the form of OP Units. Awards of OP Units shall be valued by reference to, or otherwise determined by reference to or based on, Shares. OP Units awarded under the Plan may be (1) convertible, exchangeable or redeemable for other limited partnership interests in the Operating Partnership (including OP Units of a different class or series) or Shares, or (2) valued by reference to the book value, fair value or performance of the Operating Partnership. Except as otherwise determined by the Committee, awards of OP Units are intended to qualify as "profits interests" within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant in the Plan who is rendering services to or for the benefit of the Operating Partnership, including its subsidiaries.

For purposes of calculating the number of Shares underlying an award of OP Units relative to the total number of Share Equivalents available for issuance under the Plan, the Committee shall establish in good faith the maximum number of Shares to which a Participant receiving such award of OP Units may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such awards of OP Units shall be reduced accordingly by the Committee, and the number of Share Equivalents available for issuance under the Plan shall be increased by one Share Equivalent for each Share so reduced. Awards of OP Units may be granted either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible Participants to whom, and the time or times at which, awards of OP Units

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shall be made; the number of OP Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OP Units; and the restrictions and conditions applicable to such award of OP Units. Conditions may be based on continuing employment (or other service relationship), computation of financial metrics (including with reference to the book value of the Operating Partnership or the value of Shares) and/or achievement of pre-established performance goals and objectives, with related length of the service period for vesting, minimum or maximum performance thresholds, measurement procedures and length of the performance period to be established by the Committee at the time of grant, in its sole discretion. The Committee may allow awards of OP Units to be held through a limited partnership, or similar "look-through" entity, and the Committee may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this~~Section 6~~.

~~NotwithstandingSection 5~~ ~~of the Plan, the award agreement or other award documentation in respect of an award of OP Units may provide that the recipient of an award under thisSection 6~~ shall be entitled to receive, currently or on a deferred or contingent basis, dividends or dividend equivalents with respect to the number of Shares underlying the award or other distributions from the Operating Partnership prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), as determined at the time of grant by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or OP Units.

~~OP Units awarded under thisSection 6~~ ~~may be issued for no cash consideration.~~

7.: ~~Stock Options~~

The Committee shall establish the option price per Share at the time each stock option is granted, which price shall not be less than 100% of the Fair Market Value (as defined below) of a Share. Stock options shall be exercisable for such period as specified by the Committee but in no event may options be exercisable more than ten years after their date of grant. The option price of each Share as to which a stock option is exercised shall be paid in full at the time of such exercise. Such payment shall be made (i) in cash, (ii) by tender of Shares owned by the Participant valued at Surrender Value as of the date of exercise, (iii) to the extent approved by the Committee in its sole discretion, by surrender of all or part of the Shares issuable upon exercise of the option by the largest whole number of Shares with a Surrender Value that does not exceed the aggregate exercise price;~~provided~~,~~however~~, that the Trust shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Shares to be issued, (iv) in such other consideration as the Committee deems appropriate, or (v) by a combination of cash, Shares and such other consideration.

~~For purposes of the Plan, "Fair Market Value~~" means, with respect to a Share, the average of the high and the low prices reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein. For purposes of the grant of any award, the applicable date will be the trading day on which the award is granted or, if the date the award is granted is not a trading day, the trading day immediately prior to the date the award is granted. For purposes of the exercise of any award, the applicable date is the date a notice of exercise is received by the Trust or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Trust.

8.: ~~Stock Appreciation Rights~~

Stock appreciation rights may be granted in tandem with a stock option, in addition to a stock option, or may be freestanding and unrelated to a stock option. Stock appreciation rights granted in tandem with or in addition to a stock option may be granted either at the same time as the stock option or at a later time. The Committee shall establish the grant price of each stock appreciation right granted at the time each such stock appreciation right is granted, which price shall not be less than 100% of the Fair Market Value of the Shares subject to such award. No stock appreciation right shall be exercisable later than 10 years from the grant date of such award. A stock appreciation right shall entitle the Participant to receive from the Trust an amount equal to the increase of the Fair Market Value of the Shares on the exercise of the stock appreciation right over the grant price. The Committee, in its

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~~sole discretion, shall determine whether the stock appreciation right shall be settled in cash, Shares or a combination of cash and Shares.~~

9.: ~~Performance Shares~~

Performance shares may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a grant of performance shares, such certificate shall be registered in the name of the Participant but shall be held by the Trust until the time the Shares subject to the grant of performance shares are earned. The performance conditions and the length of the performance period shall be determined by the Committee subject to the terms of the Plan. The Committee, in its sole discretion, shall determine whether performance shares granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.

~~10.~~: ~~Restricted Stock~~

Restricted stock may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a grant of restricted stock, such certificate shall be registered in the name of the Participant but shall be held by the Trust until the end of the restricted period. The employment conditions and the length of the period for vesting of restricted stock shall be established by the Committee at time of grant. The Committee, in its sole discretion, shall determine whether restricted stock granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.

~~11.~~: ~~Other Stock-Based Awards~~

Other types of equity-based or equity-related awards (including the grant or offer for sale of unrestricted Shares) may be granted under such terms and conditions as may be determined by the Committee in its sole discretion.

~~12.~~: ~~Award Agreements~~

Each award under the Plan shall be evidenced by an agreement setting forth the terms and conditions, as determined by the Committee, which shall apply to such award, in addition to the terms and conditions specified in the Plan.

~~13.~~: ~~Change in Control~~

In the event of a Change in Control, after consideration of the requirements of Section 409A, the Committee may take one or more of the following actions with respect to outstanding awards, in its sole discretion: (i) settle such awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such awards; (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted under the Plan, as determined by the Committee in its sole discretion; (iii) modify the terms of such awards to add events, conditions or circumstances (including termination of employment within a specified period after a Change in Control) upon which the vesting of such awards or lapse of restrictions thereon will accelerate; (iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue (in accordance with their terms or as adjusted by the Committee) after the Change in Control or (v) provide that for a period of at least 20 days prior to the Change in Control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or stock appreciation rights not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. In the event that the consideration paid in

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the Change in Control includes contingent value rights, earn-out or indemnity payments or similar payments, then the Committee will determine if awards settled under clause (i) above are (a) valued at closing taking into account such contingent consideration (with the value determined by the Committee in its sole discretion) or (b) entitled to a share of such contingent consideration. For the avoidance of doubt, in the event of a Change in Control where all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.

~~Unless otherwise set forth in an award agreement, a "Change in Control" of the Trust means the occurrence of one of the following events:~~

~~(i) individuals who, on the date hereof, constitute the Board of Trustees (the "Incumbent Trustees~~") cease for any reason to constitute at least a majority of the Board of Trustees, provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board of Trustees (either by a specific vote or by approval of the proxy statement of the Trust in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Trust as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board of Trustees shall be an Incumbent Trustee;

~~(ii) any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act~~") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Trust representing 30% or more of the combined voting power of the Trust's then outstanding securities eligible to vote for the election of the Board of Trustees (the "~~Trust Voting Securities~~"); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Trust or any majority-owned subsidiary of the Trust (provided that this exclusion applies solely to the ownership levels of the Trust or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Trust or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the date hereof) in Interstate Properties including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the "~~Interstate Partners~~"), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as "~~Interstate Holders"); or~~

(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Trust or any of its subsidiaries, or the sale of all or substantially all of the Trust's assets (a "~~Business Transaction~~"), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Trust's assets in such Business Transaction (the "~~Surviving Corporation~~") is beneficially owned, directly or indirectly, by the Interstate Holders or the Trust's shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (E) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a "~~Non-Qualifying Transaction"); or~~

(iv) Board of Trustees approval of a liquidation or dissolution of the Trust, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Trust's shareholders in substantially the same proportions as such shareholders owned the Trust Voting Securities immediately prior to such liquidation and such ongoing entity assumes all

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~~existing obligations~~

(4): Upon the divorce of an Existing Holder, the Existing Holder Limits of the ~~Trust~~divorced couple shall be adjusted to ~~Participants under this Plan and the award agreements issued thereunder.~~
reflect their Beneficial Ownership of shares of Common Stock after such divorce.

~~14.~~(j): ~~Clawback/Forfeiture~~Modifications of Ownership Limit.

~~Awards granted under the Plan will be subject~~Subject to the ~~requirement that~~limitations provided in Section 6.6(k), the awards be forfeited or repaid to the Trust after they have been distributed to the Participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by (A) any clawback or recapture policy adopted by the TrustBoard of Trustees may from time to time ~~or (B) any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.~~increase the Ownership Limit with respect to a class of Shares.

~~15.~~(k): ~~Withholding~~Limitations on Modifications.

~~The Trust shall have~~

(1)

Neither the ~~right~~Ownership Limit with respect to ~~deduct from~~a class of Shares nor any ~~payment~~Existing Holder Limit may be increased (nor may any additional Existing Holder Limit be created) if, after giving effect to ~~be made pursuant to the Plan, or to require prior to the issuance or delivery~~such increase (or creation), five Beneficial Owners of ~~any~~ Shares ~~or the payment of cash under the Plan, any taxes required by law to be withheld therefrom. The Committee, in its sole discretion, may permit a Participant who is an employee~~(including all of the ~~Trust or its subsidiaries to elect to satisfy such withholding obligation by having~~then-existing Existing Holders) could Beneficially Own, in the Trust retain the number of Shares (rounded up to the nearest whole number unless the Committee determines otherwise) whose Fair Market Value equals the amount of taxes required by applicable law to be withheld, as determined by the Trust.

~~16.~~: ~~Nontransferability~~

No award under the Plan shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liabilityaggregate, more than 49.9% of the ~~Participant. Notwithstanding the foregoing, the Committee may determine, at the time~~outstanding Equity Stock of grant or thereafter, that an award (other than stock options intended to be incentive stock options within the meaning of Section 422 of the Code) is transferable by the Participant to such Participant's immediate family members (or trusts, partnerships, or limited liability companies established for such immediate family members). For this purpose, immediate family member means, except as otherwise defined by the Committee, the Participant's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws and persons related by reason of legal adoption. Such transferees may transfer an award only by will or the laws of descent or distribution. An award transferred pursuant to this~~Section 16~~ shall remain subject to the provisions of the Plan, and shall be subject to such other rules as the Committee shall determine. Upon transfer of a stock option, any related stock appreciation right shall be canceled. Except in the case of a holder's incapacity, an award shall be exercisable only by the holder thereof.

~~17.~~: ~~No Right to Employment~~

No person shall have any claim or right to be granted an award, and the grant of an award shall not be construed as giving a Participant any right to continue his or her service to the Trust or its subsidiaries as an Employee, Non-Employee Trustee or Consultant. Further, the Trust and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into hereunder.

~~18.~~: ~~Adjustment of and Changes in Shares~~

In the event of any change in the outstanding Shares by reason of any share dividend or split, reverse split, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to common shareholders other than regular cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number of Share Equivalents for which awards may be granted under the Plan, (ii) the number or kind of Shares or other securities issued or reserved for issuance pursuant to outstanding awards, and (iii) the number of Shares set forth in~~Section 2~~ ~~that can be issued through incentive stock options within the meaning of Section 422 of the Code;provided~~,~~however~~, that no such substitution or adjustment shall be required if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise could

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~~subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award; andfurther provided~~ ~~that no Participant shall have the right to require the Committee to make any adjustment or substitution under thisSection 18~~ or have any claim or right whatsoever against the Trust or any of its subsidiaries or affiliates or any of their respective trustees, directors, officer or employees in respect of any action taken or not taken under this~~Section 18~~.

~~19.~~: ~~Amendment; Termination~~

The Committee may amend or terminate the Plan or any portion thereof from time to time, provided that no amendment shall be made without shareholder approval if such amendment (i) would increase the maximum aggregate number of Shares that may be issued under the Plan (other than pursuant to~~Section 18), (ii) would materially expand~~ the class of ~~service providers eligible~~Shares to ~~participate~~which such Ownership Limit or Existing Holder Limit relates. For purposes of making the determination required by the preceding sentence, an Existing Holder that is not treated as an individual for purposes of Section 542(a)(2) will not be treated as an Existing Holder if all of the shares of Common Stock Beneficially Owned by such Existing Holder are also treated as Beneficially Owned by Existing Holders that are treated as individuals for purposes of Section 542(a)(3) of the Code.

(2)

Prior to the modifications of any Existing Holder Limit or Ownership Limit pursuant to Section 6.6(i) or Section 6.6(j), the Board of Trustees may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the ~~Plan, (iii) would result in~~Trust's status as a ~~material increase in the benefits accrued~~REIT.

(3)

No Existing Holder Limit shall be reduced to Participants under the Plan, (iv) would reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise price thata percentage which is less than the ~~exercise price~~Ownership Limit for Common Stock.

(4)

The Ownership Limit with respect to a class of Shares may not be increased to a percentage which is greater than 9.9%.

(l)

Exceptions.

(1)

The Board of Trustees, with a ruling from the ~~original stock options~~Internal Revenue Service or ~~stock appreciation rights (other than pursuant~~an opinion of counsel, may exempt a Person from the Ownership Limit with respect to~~Section 18~~) a class of Shares or ~~(v) requires shareholder approval~~an Existing Holder Limit, as the case may be, if the Board of Trustees obtains such representations and undertakings from such Person as are reasonably necessary to ~~comply~~ascertain that no individual's Beneficial Ownership of Shares of such class will violate the Ownership Limit with respect to such class or any applicable ~~laws, regulations~~Existing Holder Limit, in either case with respect to such individual, and such Person acknowledges and agrees that any violation or ~~rules, including the rules of a securities exchange or self-regulatory agency. Notwithstanding anything contrary~~attempted violation will result in, this Plan, if there is a change in applicable tax law such that OP Units become taxable to the holder of such OP Units as ordinary income, the Operating Partnership, at any time in the sole discretion of the general partner of the Operating Partnership, may cause the OP Units to be restructured and/or substituted for other awards in a way that permits a tax deduction to the Operating Partnership or the Trust while preserving substantially similar pre-tax economics to the holder of such OP Units.

~~20.~~: ~~Section 409A~~

It is the Trust's intent that awards under the Plan be exempt from, or comply with, the requirements of Section 409A, and that the Plan be administered and interpreted accordingly. Without limiting the generality of the foregoing, if and to the extent necessary, the exchange of Shares held by such Person for Excess Stock in accordance with Section 6.6(c). In no event shall any exemption granted pursuant to this Section 6.6(l)(1) to a Person that ~~any award made under the Plan~~ is ~~determined by the Trust to constitute "non-qualified deferred compensation" subject to Section 409A then:~~

(i) Any payment due by reason of the Participant's termination of employment, then (i) such payment or benefit shall be made or provided to the Participant only upon a "separation from service" as definedan individual for purposes of Section ~~409A under applicable regulations~~542(a)(2) of the Code permit such individual to have Beneficial Ownership with respect to any class of Shares in excess of 9.9% of the outstanding Shares of such class.

(2)

The Board of Trustees, with a ruling from the Internal Revenue Service or an opinion of counsel, may designate a Person as an Existing Constructive Holder, if such Person does not and ~~(ii) if~~represents that it will not own, directly or constructively (by virtue of the ~~Participant is a "specified employee" (within the meaning~~application of Section ~~409A and~~318(a) of the Code, as ~~determined~~modified by Section 856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section 856(d)(2)(B)) in a Tenant (or such smaller interest as would, in conjunction with the direct or constructive holdings of the Existing Constructive Holders, cause the aggregate interest held by the ~~Trust),~~Existing Constructive Holders and such ~~payment~~Person to exceed 9.9%) and the Trust obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and such Person agrees that any violation or ~~benefit shall not be made or provided before the date that is six months after the date of the Participant's separation from service (or the Participant's earlier death);~~

~~(ii) Any payment due upon a Change~~attempted violation will result in, Control will be paid only if such Change in Control constitutes a "change in ownership" or "change in effective control" within the meaning of Section 409A, and in the event that such Change in Control does not constitute a "change in the ownership" or "change in the effective control" within the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed until the first compliant date under Section 409A;

~~(iii) If the award includes a "series of installment payments" (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the participant's right~~ to the ~~series~~extent necessary, the exchange of ~~installment payments will be treated as a right to a series~~Shares held by such Person in excess of ~~separate payments and not as a right to a single payment; and~~

~~(iv) If~~ the ~~award includes dividend equivalents, the participant's right to the dividend equivalents will be treated separately from the right to other amounts under the award.~~

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Constructive Ownership Limit for Excess Stock in accordance with Section 6.6(c) (as though the phrase "other than an Existing Constructive Holder" did not appear therein).

SECTION 6.7 Legend.

(a): Each certificate for Common Stock shall bearsubstantially the following legend:

"The shares of Common Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code")and as a domestically controlled qualified investment entity within the meaning of Section 897(h)(4)(B) of the Code. No Person may Beneficially Own shares of Common Stock in excess of 2.0% (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Common Equity Stock of the Trust (unless such Person is an Existing Holder) and no Person may Constructively Own shares of Common Stock in excess of 9.9% of the outstanding Common Equity Stock of the Trust (unless such person is an Existing Constructive Holder).In addition, no Person may own, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, shares of Common Stock to the extent that such ownership of such shares would cause the Trust to fail to qualify as a domestically controlled qualified investment entity. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. If the restrictions on ownership and transfer are violated, the shares of Common Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust."

(b): Each certificate for Preferred Stock shall bearsubstantially the following legend:

"The shares of Preferred Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code")and as a domestically controlled qualified investment entity within the meaning of Section 897(h)(4)(B) of the Code. No Person may Beneficially Own shares of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class and no Person may Constructively Own Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class (unless such person is an Existing Constructive Holder).In addition, no Person may own, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, shares of Preferred Stock to the extent that such ownership of such shares would cause the Trust to fail to qualify as a domestically controlled qualified investment entity. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. If the restrictions on ownership and transfer are violated, the shares of Preferred Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust."

SECTION 6.8 Excess Stock.

(a): Ownership in Trust. Upon any purported Transfer or other event that results in an exchange of Shares for Excess Stock pursuant to Section 6.6(c), such Excess Stock shall be deemed to have been transferred to the Trust, as Trustee of a Special Trust for the exclusive benefit of the Beneficiary or Beneficiaries to whom an interest in such Excess Stock may later be transferred pursuant to Section 6.8(e). Shares of Excess Stock so held in trust shall be issued and outstanding stock of the Trust. The Purported Record Transferee or Purported Record Holder shall have no rights in such Excess Stock except as provided in Section 6.8(e). Where a Transfer or other event results in both an automatic exchange of Shares of more than one class for Excess Stock, then separate Special Trusts shall be deemed to have been established for the Excess Stock attributable to the Shares of each such class.

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2019 PROXY STATEMENT	VORNADO REALTY TRUST	93A-11

~~21.~~(b): ~~Governing Law~~Dividend Rights. Excess Stock shall not be entitled to any dividends. Any dividend or distribution paid prior to the discovery by the Trust that the Shares with respect to which the dividend or distribution was made had been exchanged for Excess Stock shall be repaid to the Trust upon demand.

~~The Plan and all awards made and actions taken thereunder will be governed by and construed in accordance with~~

(c)

Rights Upon Liquidation. In the ~~laws~~event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the ~~state~~assets of, ~~Maryland, without reference~~the Trust, (i) subject to ~~principles~~the preferential rights of ~~conflict of laws.~~

~~22.~~: ~~Effective Date~~

~~The Plan was adopted on March 26, 2019~~the Preferred Stock, if any, as may be determined by the Board of Trustees ~~upon recommendation of the Committee, subject to the approval by the shareholders~~ of the Trust pursuant to Section 6.3 and the preferential rights of the Excess Preferred Stock, if any, each holder of shares of Excess Common Stock shall be ~~effective~~entitled to receive, ratably with each other holder of Common Stock and Excess Common Stock, that portion of the assets of the Trust available for distribution to the holders of Common Stock or Excess Common Stock which bears the same relation to the total amount of such assets of the Trust as the number of shares of the Excess Common Stock held by such holder bears to the total number of shares of Common Stock and Excess Common Stock then outstanding and (ii) each holder of shares of Excess Preferred Stock shall be entitled to receive that portion of the assets of the Trust which a holder of the Preferred Stock that was exchanged for such Excess Preferred Stock would have been entitled to receive had such Preferred Stock remained outstanding. The Trust, as holder of the Excess Stock in trust, or if the Trust shall have been dissolved, any trustee appointed by the Trust prior to its dissolution, shall distribute ratably to the Beneficiaries of the Special Trust, when determined, any such assets received in respect of the Excess Stock in any liquidation, dissolution or winding up of, or any distribution of the assets or the Trust.

(d)

Voting Rights. The holders of shares of Excess Stock shall not be entitled to vote on any matters (except as required by law).

(e)

Restrictions On Transfer; Designation of Beneficiary.

(1): Excess Stock shall not be transferrable. The Purported Record Transferee or Purported Record Holder may freely designate a Beneficiary of an interest in the Special Trust (representing the number of shares of Excess Stock held by the Special Trust attributable to a purported Transfer or other event that resulted in the Excess Stock), if (i) the shares of Excess Stock held in the Special Trust would not be Excess Stock in the hands of such Beneficiary and (ii) the Purported Beneficial Transferee or Purported Beneficial Holder does not receive a price, as determined on a Share-by-Share basis, for designating such Beneficiary that reflects a price for such Excess Stock that, in the case of a Purported Beneficial Transferee, exceeds (x) the price such Purported Beneficial Transferee paid for the Shares in the purported Transfer that resulted in the exchanges of Shares for Excess Stock, or (y) if the Purported Beneficial Transferee did not give value for such Shares (through a gift, devise or other transaction), a price per share equal to the Market Price of such Shares on the date of the ~~approval by~~purported Transfer that resulted in the ~~requisite shareholders~~exchange of Shares for Excess Stock or, in the case of a Purported Beneficial Holder, exceeds the Market Price of the Shares that were automatically exchanged for such Excess Stock on the date of such exchange. Upon such a transfer of an interest in the Special Trust, at the ~~2019 Annual Meeting on May 16, 2019 (the "Effective Date"). If~~corresponding shares of Excess Stock in the ~~Plan is not so approved by~~Special Trust shall be automatically exchanged for an equal number of shares of Common Stock or shares of a class of Preferred Stock (depending upon the ~~requisite shareholders~~type and class of Shares that were originally exchanged for such Excess Stock) and such shares of Common Stock or Preferred Stock shall be transferred of record to the transferee of the interest in the Special Trust ~~then~~if such Common Stock or Preferred Stock would not be Excess Stock in the ~~Plan will~~hands of such transferee. Prior to any transfer of any interest in the Special Trust, the Purported Record Transferee or Purported Record Holder, as the case may be, ~~null and void in its entirety~~must give advance notice to the Trust of the intended transfer and the ~~Predecessor Plan will remain~~Trust must have waived in ~~full force and effect with respect~~writing its purchase rights under Section 6.8(f).Notwithstanding the foregoing, the Beneficiary cannot be, or cannot be directly or indirectly owned by, a foreign person within the meaning of Section 897(h)(4)(B) of the Code.
(2): Notwithstanding the foregoing, if a Purported Beneficial Transferee or Purported Beneficial Holder receives a price for designating a Beneficiary of an interest in the Special Trust that exceeds the amounts allowable under Section 6.8(e)(1), such Purported Beneficial Transferee or Purported Beneficial Holder shall pay, or cause such Beneficiary to ~~awards~~pay, such excess to the Trust.

(f)

Purchase Right in Excess Stock. Shares of Excess Stock shall be ~~granted~~deemed to ~~Employees and Consultants. Subject to earlier termination pursuant toSection 19, the Plan shall have a term of ten years from the Effective Date;provided~~,~~however, that all awards made under the Plan before its termination, and the Committee's authority to administer the terms of such awards, will remain in effect until such awards~~ have been ~~satisfied~~offered for sale to the Trust, or ~~terminated~~its designee, at a price per share equal to, in ~~accordance with~~ the ~~terms and provisions~~case of ~~the Plan and the applicable award agreements.~~Excess Stock resulting from a purported

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94A-12	VORNADO REALTY TRUST	2019 PROXY STATEMENT

~~Appendix~~
Transfer, the lesser of (i) the price per share in the transaction that created such Excess Stock (or, in the case of a devise or gift) the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Trust, or its designee, accepts such offer or, in the case of Excess Stock created by any other event, the lesser of (i) the Market Price of the Shares originally exchanged for the Excess Stock on the date of such exchange or (ii) the Market Price of such Shares on the date the Trust, or its designee, accepts such offer. The Trust shall have the right to accept such offer for a period of ninety days after the later of (i) the date of the purported Transfer or other event which resulted in an exchange of Shares for such Excess Stock and (ii) the date the Board of Trustees determines in good faith that a purported Transfer or other event resulting in an exchange of Shares for such Excess Stock has occurred, if the Trust does not receive a notice of any such transfer pursuant to Section 5.6(e).

~~Defined Terms~~

~~Term~~		~~Section~~


~~Board of Trustees~~		2
~~Business Transaction~~		13
~~Change in Control~~		13
~~Code~~		2
~~Committee~~		2
~~Consultants~~		1
~~Effective Date~~		22
~~Employees~~		1
~~Exchange Act~~		13
~~Fair Market Value~~		7
~~Full Value Award~~		2
~~Incumbent Trustees~~		13
~~Interstate Holders~~		13
~~Interstate Partners~~		13
~~Non-Employee Trustees~~		1
~~Non-Qualifying Transaction~~		13
~~OP Units~~		2
~~Operating Partnership~~		2
~~Participants~~		3
~~Plan~~		1
~~Predecessor Plan~~		1
~~Section 409A~~		2
~~Shares~~		2
~~Share Equivalent~~		2
~~Surrender Value~~		5
~~Surviving Corporation~~		13
~~Trust~~		1
~~Trust Voting Securities~~		13

~~888 Seventh Avenue, New York, New York 10019~~

VIEW MATERIALS & VOTE w SCAN TO VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY 10019 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 U s e a n y to u c h-t o ne t e le p ho n e to t r an s m i t y o u r vo t i ng i n st r u ct i o n s u p u nt i l 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~E69140-P17134~~E81695-S87690 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. VORNADO REALTY TRUST For Against Abstain The Board of Trustees recommends you vote FOR the ~~following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.~~proposal. ! ! ! 1. Election of Trustees Nominees: 06) 07) 08) 09) Mandakini Puri Daniel R. Tisch Richard R. West Russell B. Wight, Jr. 01) 02) 03) 04) 05) Steven Roth Candace K. Beinecke Michael D. Fascitelli William W. Helman IV David M. Mandelbaum The Board of Trustees recommends you vote FOR proposals 2, 3 and 4. For Against Abstain ! ! ! ! ! ! ! ! ! 2. RATIFICATIONAPPROVAL OF AN AMENDMENT TO THE COMPANY'S DECLARATION OF TRUST RELATED TO THE COMPANY'S QUALIFICATION AS A “DOMESTICALLY CONTROLLED QUALIFIED INVESTMENT ENTITY” WITHIN THE MEANING OF SECTION 897(H)(4)(B) OF THE ~~APPOINTMENT~~INTERNAL REVENUE CODE OF ~~DELOITTE & TOUCHE LLP~~1986, AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 3. 4. APPROVAL OF THE COMPANY'S 2019 OMNIBUS SHARE PLAN. NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.AMENDED. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation, partnership or ~~partnership,~~other entity, please sign in full corporate, partnership or ~~partnership~~other entity name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the ~~Annual~~Special Meeting: The Notice and Proxy Statement ~~and Form 10-K are~~is available at www.proxyvote.com. ~~E69141-P17134~~E81696-S87690 VORNADO REALTY TRUST This proxy is solicited on behalf of the Board of Trustees for the ~~2019 Annual~~Special Meeting of Shareholders ~~May 16,~~August 7, 2019 11:30 A.M. The undersigned shareholder, revoking all prior proxies, hereby appoints Steven Roth and ~~Michael D. Fascitelli,~~Joseph Macnow, or either of them, as proxies for the undersigned, each with full power of substitution, to attend the ~~Annual~~Special Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), to be held at the ~~Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook,~~offices of Sullivan & Cromwell LLP, 125 Broad Street, New ~~Jersey 07663~~York, New York 10004 on ~~Thursday, May 16,~~August 7, 2019 at 11:30 A.M., local time, ~~and~~or at any ~~postponements~~postponement or ~~adjournments~~adjournment thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. Each proxy is authorized to vote as directed on the reverse side hereof upon the ~~proposals~~proposal which ~~are~~is more fully set forth in the Proxy Statement and otherwise in his discretion upon such other business as may properly come before the meeting and all postponements or adjournments thereof, all as more fully set forth in the Notice of ~~Annual~~Special Meeting of Shareholders and Proxy Statement. Receipt of the Notice of ~~Annual~~Special Meeting of Shareholders and the Proxy Statement in connection with such meeting ~~and the 2018 Annual Report to Shareholders~~ is hereby acknowledged. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED ~~(1)~~ "FOR" THE ~~ELECTION~~AMENDMENT TO THE DECLARATION OF EACH NOMINEE FOR TRUSTEE, (2) "FOR" THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, (3) "FOR" THE NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION, AND (4) "FOR" THE APPROVAL OF THE COMPANY'S 2019 OMNIBUS SHARE PLAN. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.TRUST. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments:


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VORNADO REALTY TRUST
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~~SHAREHOLDER VOTING ITEMS~~		~~BOARD VOTE~~ ~~RECOMMENDATION~~
~~Proposal 1~~	~~Election of nine Trustees~~	~~For~~

~~Proposal 2~~	~~Ratification of appointment of Independent Accounting Firm~~	~~For~~

~~Proposal 3~~	~~Advisory approval of executive compensation~~	~~For~~

~~Proposal 4~~	~~Approval of the Company's 2019 Omnibus Share Plan~~	~~For~~




~~Regular Shareholder~~ ~~Engagement~~				• ~~During each of the past five years, we have regularly met in person, or over the telephone, with shareholders holding over 50% of our shares.~~ • ~~Ms. Candace Beinecke, our Lead Independent Trustee, has participated in many of these meetings or calls.~~

~~Strong, Independent,~~ ~~Diverse and Engaged~~ ~~Board~~				• ~~In the past three years, we have added two new Trustees.We are committed to a continuous process of Board refreshment.~~ • ~~Over 80% of our Board is independent, with the only non-independent members being the current and former Chief Executive Officers.~~ • ~~22% percent of our Board members are female.~~ • ~~Our Board members are invested in our Company—they are required (within five years of election or appointment) to hold Company equity having a value of at least 5x their annual cash retainer.~~ • ~~We have a Lead Independent Trustee with significant authority and responsibility.~~ • ~~Our Board is actively engaged in strategic, risk and management oversight.~~ • ~~Our Board and Board Committees undertake a robust self-evaluation at least annually lead by our Lead Independent Trustee.~~ • ~~Our Board actively monitors, oversees and participates in management succession planning.~~ • The diverse skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise of our longer-tenured Trustees, support in the oversight of Company business and strategy. • ~~Our Board actively monitors our sustainability initiatives and compliance with our ethical and social policies.~~

~~Strong Shareholder~~ ~~Rights~~				• ~~We have a single class of Trustees, elected annually.~~ • ~~We have adopted proxy access with a 3/3/20/20 market standard.~~ • ~~Our shareholders may amend our Bylaws.~~ • ~~We changed our voting standards for Trustees so that if a Trustee does not receive majority support, he or she must tender his or her offer of resignation.~~ • ~~We do not have a poison pill.~~ • Our charter may be amended by a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our real estate investment trust tax status and the removal of Trustees.




~~Strong Ethical and~~ ~~Social Policies~~				• ~~We maintain a strong Code of Business Conduct and Ethics that applies to all our Trustees and employees.~~ • ~~We have a clawback policy.~~ • ~~We have an anti-hedging policy.~~ • ~~We have adopted a refreshed and renewed anti-harassment policy.~~ • ~~Our policies and manuals prohibit bribes, money laundering and other corruption.~~ • ~~We restrict conflicts of interest.~~ • ~~We restrict political contributions.~~ • ~~We have established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing.~~ • ~~We comply with the strictest rules regarding employing child labor, respecting human rights and not purchasing conflict minerals.~~ • ~~We actively monitor and audit internal compliance with our policies.~~ • ~~Our Board ultimately oversees our internal compliance with policies.~~

~~Leader in Sustainability~~ ~~Practices~~				• ~~We have received the Energy Star Partner of the Year Award with Sustained Excellence three times, most recently in 2018.~~ • In every year since 2013, we have received the Global Real Estate Sustainability Benchmark Green Star Ranking and we were recognized as sector leader in 2017 and we scored in the top 6% of over 800 responding companies in 2018. • ~~We have received the National Association of Real Estate Investment Trusts (Nareit) Leader in the Light Award for every year since 2010.~~ • ~~We are one of the largest owners of LEED-certified property in the United States.~~


		By Order of the Board of Trustees,
		Alan J. Rice Secretary
		~~April 5,~~June 14, 2019



~~2019 PROXY STATEMENT SUMMARY~~	~~VORNADO REALTY TRUST~~	~~iii~~




~~Substantial~~ ~~Performance-Based~~ ~~and At-Risk~~ ~~Components~~				• ~~Over 90% of the total value of the CEO's compensation is in the form of equity, so that the actual value of CEO's compensation directly fluctuates with the value of our shares.~~ • ~~At least one-half of the equity (other than equity in lieu of cash bonus) granted to our Chief Executive Officer and our other named executive officers is in the form of performance-based equity that~~~~requires~~ ~~the achievement of significant performance hurdles for the equity to have~~~~any~~ ~~value.~~ • ~~Over 75% of the total value of the compensation for our other named executive officers is in the form of equity.~~ • ~~We have a formula-driven annual bonus plan.~~

~~Substantial Share~~ ~~Ownership~~ ~~Requirements~~				• We require our CEO to hold Company equity having a value equal to at least 6x his salary and each of our other named executive officers to hold Company equity with a value equal to at least 3x such executive's salary.

~~No Excessive Change~~ ~~of Control or Severance~~ ~~Payments~~				• ~~We have double-trigger equity acceleration upon a change of control.~~ • ~~Our CEO has no employment agreement and is not entitled to any special severance upon a change of control or other employment termination.~~

~~Other Shareholder~~ ~~Friendly Compensation-~~ ~~Related Provisions~~				• ~~We have no excessive perks and do not have a retirement plan other than a 401(k).~~ • ~~We do not have any tax gross-ups.~~


QUESTIONS AND ANSWERS ABOUT THE ~~ANNUAL~~SPECIAL MEETING		2

~~How do you vote?~~What is the purpose of the Special Meeting?		2
How do you vote?		2
Who is entitled to vote?		2
How do you attend the meeting in person?		2
What is the quorum necessary for the meeting?		23
How will your votes be counted?		3
~~PROPOSAL 1: ELECTION~~PROPOSAL: APPROVAL OF ~~TRUSTEES~~AN AMENDMENT TO OUR DECLARATION OF TRUST		4

~~Trustees Standing for Election~~		4
~~Biographies of our Trustees~~		5
~~Relationships Among our Trustees~~		7
~~CORPORATE GOVERNANCE~~		8

~~Our Mission and Culture~~		8
~~Governance Highlights~~		8
~~Shareholder Engagement and Governance Changes~~		9
~~NYSE-Listed~~		9
~~Our Corporate Governance Framework~~		9
~~Corporate Governance at a Glance~~		10
~~Board Independence~~		11
~~Approval of Related Party Transactions~~		12
~~Board Participation~~		12
~~Developing an Effective Board~~		12
~~Board Leadership Structure~~		15
~~Lead Trustee Role~~		15
~~Board Refreshment~~		16
~~Committees of the Board of Trustees~~		16
~~The Board's Role in Risk Oversight~~		18
~~CORPORATE SOCIAL RESPONSIBILITY~~		20

~~Strong Ethical and Social Policies~~		20
~~Employee Inclusion~~		20
~~Leader in Sustainability Practices~~		21
~~Sustainability~~		21
~~Social Engagement~~		21
PRINCIPAL SECURITY HOLDERS		22

~~Principal Security Holders Table~~		22
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		25
~~COMPENSATION DISCUSSION AND ANALYSIS~~		26

~~Executive Compensation Highlights~~		26
~~Executive Summary~~		26
~~Approach of this Compensation Discussion and Analysis Section~~		34
~~How Pay Aligns with Performance~~		35
~~How We Determine Executive Compensation~~		36
~~Elements of Our Compensation Program~~		39


~~Equity Ownership Guidelines~~		44
~~Comparison of 2016-2018 Direct Compensation~~		44
~~Direct Compensation Table~~		45
~~Comparison of Realized Compensation with Direct Compensation~~		45
~~Realized Compensation Table~~		46
~~Current Year Compensation Decisions~~		46
~~Other Compensation Policies and Practices~~		48
~~COMPENSATION COMMITTEE REPORT~~		49

~~EXECUTIVE COMPENSATION~~		50

~~Summary Compensation Table~~		50
~~All Other Compensation Table~~		51
~~Grants of Plan-Based Awards in 2018~~		52
~~Outstanding Equity Awards at Year-End~~		53
~~Aggregate Option Exercises in 2018 and Units Vested~~		54
~~Employee Retirement Plan~~		54
~~Deferred Compensation~~		54
~~Employment Contracts~~		55
~~Severance and Change of Control Arrangements~~		56
~~Pay Ratio Disclosure~~		59
~~COMPENSATION OF TRUSTEES~~		60

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~		60

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		61

~~REPORT OF THE AUDIT COMMITTEE~~		64

~~PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		65

~~Audit Fees~~		65
~~Audit-Related Fees~~		65
~~Tax Fees~~		65
~~All Other Fees~~		66
~~Pre-Approval Policies and Procedures~~		66
~~PROPOSAL 3: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION~~		67

~~PROPOSAL 4: APPROVAL OF THE COMPANY'S 2019 OMNIBUS SHARE PLAN~~		68

~~Summary of the 2019 Omnibus Share Plan~~		70
~~INCORPORATION BY REFERENCE~~		767

ADDITIONAL MATTERS TO COME BEFORE THE SPECIAL MEETING		7610

PROXY AUTHORIZATION VIA THE INTERNET OR BY TELEPHONE		7710

ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALS		7710

ANNEX A—~~RECONCILIATION~~AMENDMENT TO DECLARATION OF ~~NON-GAAP METRICS~~TRUST		79

~~ANNEX B—2019 OMNIBUS SHARE PLAN~~		83A-1



Name	Age	Principal Occupation and, if applicable, Present Position with the Company	Year First Elected as Trustee
Steven Roth⁽¹⁾	77	Chairman of the Board of Trustees of the Company since May 1989; Chief Executive Officer of the Company from May 1989 to May 2009 and since April 15, 2013; Managing General Partner of Interstate Properties	1979

Candace K. Beinecke^(1)(2)(3)(4)	72	The Senior Partner of Hughes Hubbard & Reed LLP	2007

Michael D. Fascitelli	62	Owner, MDF Capital LLC since June 2013. From May 2009 to April 15, 2013, President and Chief Executive Officer of the Company	1996

William W. Helman IV^(2)(3)(5)	60	General Partner of Greylock Partners	2019

David M. Mandelbaum⁽²⁾	83	A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties	1979

Mandakini Puri^(2)(3)(6)	58	Independent consultant	2016

Daniel R. Tisch^(2)(5)(6)	67	Managing Member of TowerView LLC	2012

Dr. Richard R. West^(2)(5)(6)	81	Dean Emeritus, Leonard N. Stern School of Business, New York University	1982

Russell B. Wight, Jr.⁽¹⁾⁽²⁾	79	A general partner of Interstate Properties	1979



~~OUR MISSION~~ ~~AND CULTURE~~				~~Our mission is to execute on the objectives and strategy that we set out in our Annual Report on Form 10-K.~~ ~~Our goal, culture and intent is to do so in a manner that:~~ • ~~adds value to the communities in which we operate;~~ • ~~provides a rewarding, engaging and motivating environment for our employees; and~~ • ~~accomplishes this with the highest ethical standards and in a sustainable manner.~~



~~Strong Shareholder Rights~~				• ~~We have a single class of Trustees, elected annually.~~ • ~~We have adopted proxy access with a 3/3/20/20 market standard.~~ • ~~Our shareholders may amend our Bylaws.~~ • ~~We changed our voting standards for Trustees so that if a Trustee does not receive majority support, he or she must tender his or her offer of resignation.~~ • ~~We have a clawback policy.~~ • ~~We have an anti-hedging policy.~~ • ~~We do not have a poison pill.~~ • Our charter may be amended by a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our real estate investment trust tax status and the removal of Trustees.



~~Developing an Effective~~The Board unanimously recommends a vote "FOR" this proposal.


Name of Beneficial Owner	Address of Beneficial Owner	Number of Shares and Units Beneficially Owned⁽¹⁾⁽²⁾	Percent of All Shares^(1)(2)(3)	Percent of All Shares and Units^(1)(2)(4)	Address of Beneficial Owner	Number of Shares and Units Beneficially Owned⁽¹⁾⁽²⁾	Percent of All Shares^(1)(2)(3)	Percent of All Shares and Units^(1)(2)(4)

Norges Bank (The Central Bank of Norway)⁽²¹⁾	Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway	12,382,373	6.49%	6.08%
Norges Bank (The Central Bank of Norway)⁽²⁰⁾					Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway	17,082,373	8.95%	8.37%

State Street Corporation⁽²²⁾	One Lincoln Street Boston, MA 02111	9,693,447	5.08%	4.76%
State Street Corporation⁽²¹⁾					One Lincoln Street Boston, MA 02111	9,693,447	5.08%	4.75%



✓	~~WHAT WE DO~~	✗	~~WHAT WE DON'T DO~~
✓	Directly align pay with performance as evidenced by our annual bonus program, which is formula-driven and our annual equity awards, which are tied to a material increase in our share price or absolute and relative TSR	✗	~~No excise tax gross-up provisions~~

✓	~~Create significant alignment with shareholders by paying the majority of our NEO compensation in the form of equity~~	✗	~~No guaranteed cash incentives, equity compensation or salary increases for Named Executive Officers~~

✓	~~Maintain a cap on incentive compensation payments~~	✗	~~No excessive perquisites or benefits~~

✓	~~Include robust hurdles in our future performance awards for them to have any value~~	✗	~~No dividends or distributions on unearned equity awards subject to performance-based vesting (except limited distributions for tax purposes)~~

✓	~~Robust equity ownership requirements~~ ~~CEO: 6x salary~~ ~~Other executives: 3x salary~~ ~~Trustees: 5x annual cash retainer~~	✗	~~No excessive retirement benefits~~

✓	~~"Double trigger" acceleration of the vesting of any unvested equity awards in connection with a change of control~~	✗	~~No hedging or pledging of our equity securities~~

✓	~~Clawback policy~~	✗	~~No golden parachute for our CEO~~

✓	~~Annual compensation risk assessment~~	✗	~~No repricing of options~~

✓	~~Annual say-on-pay vote~~

✓	~~Independent compensation consultant~~


~~PAY ELEMENT~~	~~COMPENSATION TYPE~~	~~OBJECTIVE AND KEY FEATURES~~
~~Base Salary~~	~~Cash~~	~~Objective:~~ ~~To provide an appropriate level of fixed compensation that will promote executive retention and recruitment~~ ~~Key Features/Actions:~~ • ~~Fixed Compensation~~ • ~~No executive receives more than $1,000,000 in salary (not including the effect of an "extra" pay period in 2016)~~ • ~~NEO base salaries remain unchanged since 2008~~

~~Annual Incentive Awards~~	~~Short-Term Variable~~ ~~Incentive Cash and~~ ~~Restricted Equity~~	~~Objective:~~ To reward the achievement of financial and operating objectives based on the Compensation Committee's quantitative and qualitative assessment of the executive's contributions to that performance. All or a portion of earned annual incentive awards are typically given in restricted equity to further align executive's interests with those of shareholders. ~~Key Features/Actions:~~ • ~~Variable, short-term cash compensation awards~~ • ~~Aggregate pool only funded upon the achievement of a threshold level of FFO, as adjusted~~ • ~~Aggregate pool capped at 1.25% of FFO, as adjusted~~ • ~~Allocated based on objective and subjective Company, business unit and individual performance~~ • ~~Committee can decide to pay out less than the full amount of the funded pool~~


~~Chairman and CEO~~		~~6 times his annual base salary~~
~~All Other Executive Officers~~		~~3 times their annual base salaries~~

Name


Steven Roth	2018	1,000,000	—	825,017	4,566,451	4,806,790	11,198,258
	2017	1,000,000	—	825,047	3,800,024	5,613,559	11,238,630
	2016	1,038,462	1,005,700	—	3,800,082	5,307,506	11,151,750

Joseph Macnow	2018	1,000,000	—	1,031,258	998,963	1,051,509	4,081,730
	2017	1,000,000	—	1,031,295	831,306	1,227,966	4,090,567
	2016	1,038,462	505,700	618,769	831,308	1,161,017	4,155,256

David R. Greenbaum	2018	1,000,000	—	1,485,020	1,541,201	1,622,305	5,648,526
	2017	1,000,000	—	1,485,029	1,282,525	1,894,576	5,662,130
	2016	1,038,462	805,700	825,083	1,282,539	1,791,283	5,743,067

Michael J. Franco⁽⁶⁾	2018	1,000,000	750,000	618,776	1,427,020	1,502,169	5,297,965
	2017	1,000,000	750,000	618,800	1,187,552	1,754,237	5,310,589
	2016	1,038,462	816,743	618,769	6,087,756	1,658,596	10,220,326


		~~The Compensation Committee of the Board of Trustees:~~
		~~MICHAEL LYNNE~~ ~~DANIEL R. TISCH~~ ~~DR. RICHARD R. WEST~~
		~~Mr. Lynne approved this Compensation Committee Report prior to his passing on March 24, 2019.~~

Name


Steven Roth	2018	298,119	44,176	—	—	18,375	360,670
	2017	297,319	44,611	—	—	18,000	359,930
	2016	272,290	41,246	—	—	18,000	331,536

Joseph Macnow	2018	187,935	144,938	—	15,000	18,375	366,248
	2017	181,302	144,938	—	15,000	18,000	359,240
	2016	200,147	139,564	—	15,000	18,000	372,711

David R. Greenbaum	2018	214,150	51,654	10,000	15,000	18,375	309,179
	2017	202,887	33,842	10,000	15,000	18,000	279,729
	2016	193,161	33,842	10,000	15,000	18,000	270,003

Michael J. Franco	2018	14,870	8,882	—	—	13,875	37,627
	2017	12,000	7,384	—	—	13,500	32,884
	2016	12,462	7,384	—	—	13,500	33,346

		Estimated Future Payouts Under Equity Incentive Plan Awards(1)

					All Other Stock Awards: Number of Units (#)(3)
						Grant Date Fair Value of Awards ($)(4)
Name	Grant Date	Threshold ($)	Target ($)(2)	Maximum ($)		Grant Date Fair Value of Awards ($)(4)

Steven Roth	03/15/18	—	4,288,276	13,559,322		5,613,559
	03/15/18				73,122	4,750,078

Joseph Macnow	03/15/18	—	938,060	2,966,102		1,227,966
	03/15/18				31,078	2,018,858

David R. Greenbaum	03/15/18	—	1,447,293	4,576,271		1,894,576
	03/15/18				46,067	2,992,558

Michael J. Franco	03/15/18	—	1,340,086	4,237,288		1,754,237
	03/15/18				29,250	1,900,109

Name and Applicable Grant Date


Steven Roth
3/15/18	(1)				73,122	4,535,758	238,257	14,779,082
1/13/17	(1)				35,341	2,192,202	186,651	11,577,962
1/14/16	(1)				26,473	1,642,120	203,808	12,642,210
1/14/15	(1)				10,978	680,965
1/10/14	(1)				38,860	2,410,486
2/28/11	(2)	187,868	66.49	2/27/21
3/11/10	(2)	285,453	52.64	3/11/20

Joseph Macnow
3/15/18	(1)				31,078	1,927,768	52,119	3,232,942
1/13/17	(1)				14,358	890,627	40,830	2,532,685
1/14/16	(1)				10,755	667,133	44,583	2,765,483
1/14/15	(1)				4,461	276,716
1/10/14	(1)				8,832	547,849
2/28/11	(2)	31,309	66.49	2/27/21
3/11/10	(2)	116,757	52.64	3/11/20

David R. Greenbaum
3/15/18	(1)				46,067	2,857,536	80,412	4,987,956
1/13/17	(1)				20,764	1,287,991	62,995	3,907,580
1/14/16	(1)				15,554	964,815	68,786	4,266,796
1/14/15	(1)				6,450	400,094
1/10/14	(1)				12,011	745,042
2/28/11	(2)	31,309	66.49	2/27/21
3/11/10	(2)	163,133	52.64	3/11/20

Michael J. Franco
3/15/18	(1)				29,250	1,814,378	74,455	4,618,444
1/13/17	(1)				53,013	3,288,396	58,328	3,618,086
1/14/16	(1)				13,237	821,091	63,690	3,950,691
1/14/15	(1)				5,490	340,545
1/10/14	(1)				12,365	767,001
2/28/11	(2)	7,827	66.49	2/27/21
12/10/10	(2)	73,079	59.29	12/10/20


	Option Awards		Unit Awards

Name	Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Units Acquired on Vesting (#)(2)	Value Realized on Vesting ($)(1)(2)

Steven Roth	413,701	18,839,447	122,223	8,745,330

Joseph Macnow	51,078	2,316,581	34,650	2,494,106

David R. Greenbaum	55,158	2,582,431	47,339	3,411,868

Michael J. Franco	—	—	65,822	4,761,713

Name	Type of Deferred Compensation Plan


Steven Roth	Deferred Compensation Plans	—	—	(240,220)	2,535,780	—

Joseph Macnow	Deferred Compensation Plans	—	—	(434,926)	—	6,526,199

David R. Greenbaum	Deferred Compensation Plans	—	—	492,850	8,361,718	26,453,465

Michael J. Franco	Deferred Compensation Plans	—	—	—	—	—

Payments on Termination	Voluntary Termination on Retirement(1)	Involuntary For Cause Termination	Involuntary Not For Cause Termination /Good Reason Termination	Voluntary Termination Following a Change of Control(2)	Death	Disability


Bonus	—	—	—	—	—	—
Severance	—	—	—	—	—	—
Unvested Options	—	—	—	—	—	—
Unvested Restricted Units	—	—	—	—	5,422,477	—
Unvested OPP Units	2,410,486	—	2,410,486	—	2,410,486	2,410,486
Benefits Continuation	—	—	—	—	—	—

Total	2,410,486	—	2,410,486	—	7,832,963	2,410,486

Payments on Termination	Voluntary Termination on Retirement(1)	Involuntary For Cause Termination	Involuntary Not For Cause Termination /Good Reason Termination	Voluntary Termination Following a Change of Control(2)	Death	Disability


Bonus	1,250,000	—	1,250,000	1,250,000	1,250,000	1,250,000
Severance	—	—	3,300,000	3,300,000	—	—
Unvested Options	—	—	—	—	—	—
Unvested Restricted Units	—	—	3,762,244	3,762,244	3,762,244	3,762,244
Unvested OPP Units	547,849	—	547,849	547,849	547,849	547,849
Benefits Continuation⁽³⁾	—	—	463,611	463,611	9,599	463,611

Total	1,797,849	—	9,323,704	9,323,704	5,569,692	6,023,704

Payments on Termination	Voluntary Termination on Retirement(1)	Involuntary For Cause Termination	Involuntary Not For Cause Termination /Good Reason Termination	Voluntary Termination Following a Change of Control(2)	Death	Disability


Bonus	—	—	1,800,000	1,800,000	1,800,000	1,800,000
Severance	—	—	8,400,000	8,400,000	1,000,000	—
Unvested Options	—	—	—	—	—	—
Unvested Restricted Units	—	—	—	—	5,510,435	—
Unvested OPP Units	745,042	—	745,042	—	745,042	745,042
Benefits Continuation⁽³⁾	—	—	212,088	212,088	19,042	212,088

Total	745,042	—	11,157,130	10,412,088	9,074,519	2,757,130

Payments on Termination	Voluntary Termination on Retirement(1)	Involuntary For Cause Termination	Involuntary Not For Cause Termination /Good Reason Termination	Voluntary Termination Following a Change of Control(2)	Death	Disability


Bonus	—	—	—	—	—	—
Severance	—	—	2,500,000	—	—	—
Unvested Options	—	—	—	—	—	—
Unvested Restricted Units	—	—	6,264,410	6,264,410	6,264,410	—
Unvested OPP Units	—	—	767,001	767,001	767,001	767,001
Benefits Continuation	—	—	—	—	—	—

Total	—	—	9,531,411	7,031,411	7,031,411	767,001


Median Employee total annual compensation	$	61,701
Median Employee (excluding BMS Employees) total annual compensation	$	82,456
Mr. Roth ("PEO") total annual compensation	$	11,599,270
Ratio of PEO to Median Employee Compensation		188.0:1.0
Ratio of PEO to Median Employee Compensation (excluding BMS Employees)		140.7:1.0

Name


Candace K. Beinecke	180,000	148,771	328,771
Michael D. Fascitelli	75,000	148,771	223,771
Robert P. Kogod	75,000	157,522	232,522
Michael Lynne⁽²⁾	105,000	148,771	253,771
David M. Mandelbaum	80,000	148,771	228,771
Mandakini Puri	100,000	148,771	248,771
Daniel R. Tisch	105,000	148,771	253,771
Richard R. West	130,000	148,771	278,771
Russell B. Wight, Jr.	80,000	148,771	228,771


		~~DR. RICHARD R. WEST~~ ~~MANDAKINI PURI~~ ~~DANIEL R. TISCH~~

		2016	2017	2018	Average


(a)	Time-based restricted stock/units granted⁽¹⁾	221,059	319,973	275,805	272,279
(b)	Performance-based OPP Units earned in the respective years⁽²⁾	254,111	0	0	84,704
(c)	Options /AO LTIP Units granted to employees⁽¹⁾	42,466	29,867	218,943	97,092

(d)	Net increase in diluted shares due to equity awards (a+b+c)⁽¹⁾	517,636	349,840	494,748	454,075

(e)	Weighted-average shares outstanding	188,837,000	189,526,000	190,219,000	189,527,333

(f)	Burn rate (e/f)⁽³⁾	0.27%	0.18%	0.26%	0.24%
(g)	Adjusted burn rate⁽⁴⁾	0.78%	0.52%	0.55%	0.62%


~~(a)~~	~~Shares available under the 2019 Omnibus Share Plan~~	~~5,500,000~~
~~(b)~~	~~Shares underlying outstanding awards under the 2010 Omnibus Share Plan and the 2002 Omnibus Share Plan~~⁽¹⁾	~~4,800,900~~
~~(c)~~	~~Shares remaining available under the 2010 Omnibus Share Plan (upon adoption of the 2019 Omnibus Share Plan)~~	0
~~(d)~~	~~Total Shares authorized for or outstanding under equity awards (a+b+c)~~	~~10,300,900~~
~~(e)~~	~~Common Shares outstanding~~	~~190,743,262~~
~~(f)~~	~~Overhang (d/e)~~	~~5.40%~~

Name and Position	Dollar Value ($)(1)

	2010 Omnibus Share Plan


Steven Roth	10,878,261	360,615
Joseph Macnow	3,081,730	92,166
David R. Greenbaum	5,328,528	152,610
Michael J. Franco	3,547,965	115,603
Current executive officers as a group (includes NEOs)	22,836,484	720,994
Current Non-Employee Trustees as a group	1,198,920	21,024
Employees other than executive officers as a group	8,013,559	301,221