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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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VORNADO REALTY TRUST
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LOGO

888 Seventh Avenue
New York, New York 10019

Notice of SpecialAnnual Meeting of Shareholders to Be Held on August 7, 2019
May 20, 2021

To our Shareholders:

You are invited to attend a Special

The 2021 Annual Meeting of Shareholders (the "Special Meeting") of Vornado Realty Trust, a Maryland real estate investment trust ("Vornado"(“Vornado” or the "Company"“Company”), which will be held atvirtually, via the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004,Internet, on August 7, 2019,Thursday, May 20, 2021, beginning at 11:30 A.M., New York City time, for the sole purpose of which will be tofollowing purposes:
(1)
To consider and vote upon a proposal to amend the Company's Declarationelection of Trust related10 persons to the Company's qualification as a "domestically controlled qualified investment entity" within the meaningBoard of Section 897(h)(4)(B)Trustees of the Internal Revenue CodeCompany, each to serve until the 2022 Annual Meeting of 1986,Shareholders of the Company and until his or her successor is duly elected and qualified.
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(2)
To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as amended.

the Company’s independent registered public accounting firm for the current fiscal year.

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(3)
To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.
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(4)
To transact any other business as may properly come before the meeting and any postponement or adjournment of the meeting.
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The Board of Trustees of the Company has fixed the close of business on June 14, 2019March 22, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.

To attend the virtual 2021 Annual Meeting you will need to access www.virtualshareholdermeeting.com/VNO2021 and enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. There is no physical location for the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 11:15 A.M. New York City time. Additional details regarding how to participate in the Annual Meeting can be accessed at the Company’s website, www.vno.com or at www.proxyvote.com. For further information on how to attend and participate in the meeting please see “Questions and Answers About the Annual Meeting, How do you attend, vote and ask questions during the meeting?”
Please review the accompanying proxy statement and proxy card or voting instruction form. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. You may authorize your proxy through the Internet or by touch-tone telephone as described on the proxy card or voting instruction form. Alternatively, you may sign the proxy card or voting instruction form and return it in accordance with the instructions included with the proxy card or voting instruction form. You may revoke your proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of proxy to our Secretary at our principal executive office located at 888 Seventh Avenue, New York, New York 10019, or (4) attending the meeting and voting in person.via the Internet (but your attendance at the virtual annual meeting will not automatically revoke your proxy unless you validly vote again during the annual meeting). To be effective, later-dated proxy cards, voting instruction forms, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on August 6, 2019.

Wednesday, May 19, 2021.
By Order of the Board of Trustees,
Steven J. Borenstein
Secretary
April 9, 2021

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​2021 PROXY STATEMENT SUMMARY​
Company Overview
Vornado is a fully integrated real estate investment trust (“REIT”) with a collection of premier assets and a focused strategy of growing its dominant positions in New York City office and retail. While concentrated in New York, Vornado also has premier assets in Chicago and San Francisco, and maintains a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area. Vornado is a real estate industry leader in sustainability policy, with over 27 million square feet of Leadership in Energy and Environmental Design (“LEED”) certified buildings, representing approximately 95% of our portfolio, with over 23 million square feet at LEED Gold or better. In 2020, we were recognized by the National Association of Real Estate Investment Trusts (“NAREIT”) as a Leader in the Light (11 years running), we achieved ENERGY STAR Partner of the Year with Sustained Excellence (sixth time with this distinction) and we earned accolades from the Global Real Estate Sustainability Benchmark (eighth year with “Green Star” Ranking, top quintile of performers, and an “A” grade for our public disclosure).
We are highly focused on delivering long-term value to shareholders through the pursuit of our investment philosophy and execution of our operating strategies, including:
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Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit.
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Investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation.
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Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents.
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Developing and redeveloping properties to increase returns and maximize value.
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Investing in operating companies that have a significant real estate component.
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2020 Business Highlights
During 2020, our business faced substantial challenges from the COVID-19 pandemic. Our performance was adversely affected by decreases in revenues from our cleaning and maintenance services, signage, parking and tradeshow businesses, Hotel Pennsylvania closure and lease terminations resulting primarily from retail tenant bankruptcies. While our business was adversely affected by the COVID-19 pandemic during 2020, we nevertheless made significant progress executing on our goals and positioning Vornado for future growth, accomplishing the following strategic initiatives:
•
We continued to advance the redevelopment of the PENN District, positioning our Company to capitalize on the enormous opportunity we have on the West Side of Manhattan, including:
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◦
Completing the largest lease in New York in 2020 with Facebook for all 730,000 square feet (694,000 at our share) of the office portion at our Farley property. The first phase of Facebook space was delivered in January 2021 and the remainder will be delivered later in 2021.
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◦
Finalizing our agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the “Concourse”), within the footprint of PENN 1. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space.
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◦
In December 2020, the Moynihan Train Hall opened to the public, further cementing PENN as the transportation center of New York. We, together with our partners, the Related Companies and Skanska Moynihan Train Hall Builders, redeveloped the Moynihan Train Hall.
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◦
Continued progress on the redevelopment of PENN 1 (2.5 million square feet) and PENN 2 (1.8 million square feet), including unique architectural design and amenities on top of New York’s main transportation hub—the largest rail hub in North America.
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•
During 2020, despite a significant decrease in leasing activity generally due to the COVID-19 pandemic, we were able to lease 2.2 million square feet in 54 separate leasing transactions in our New York Office portfolio. Our initial rents were strong at $89.33 per square foot and the average term of these leases was 14.4 years, with positive mark-to-markets of 11.0% GAAP and 4.6% cash. This includes the 730,000
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​2021 PROXY STATEMENT SUMMARY​
square feet (694,000 at our share) new Facebook lease at Farley Office and 633,000 square feet (348,000 at our share) for the New York University long-term renewal at One Park Avenue, the two largest New York City leasing deals in 2020.
•
During 2020, we closed on the sale of 35 condominium units at 220 Central Park South (“220 CPS”) for net proceeds of $1.05 billion resulting in a financial statement net gain of $381.3 million. From inception of the 220 CPS project to December 31, 2020, we closed on the sale of 100 units for net proceeds of $2.9 billion, resulting in cumulative financial statement net gains of $1.1 billion.
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•
Sustainability—In 2020, we were recognized by NAREIT as a Leader in the Light (11 years running), we achieved ENERGY STAR Partner of the Year with Sustained Excellence (sixth time with this distinction) and we earned accolades from the Global Real Estate Sustainability Benchmark (eighth year with “Green Star” Ranking, top quintile of performers, and an “A” grade for our public disclosure). We were cited as the industry model with our innovative approach to having our Environmental Stewardship, Social Responsibility and Governance (“ESG”) Report assured by a third party and furnishing it to the Securities and Exchange Commission (“SEC”).
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Recent Management Changes
Our organization maintains an entrepreneurial spirit, and a key tenet of our strategy is to maintain a deep, talented and proven team of operating and investment professionals. In 2019, the Board oversaw several generational leadership changes, including three internal promotions to the positions of President (Mr. Michael J. Franco), and Co-Heads of Real Estate (Messrs. Glen J. Weiss and Barry S. Langer), and one external hire as our Head of Retail (Mr. Haim H. Chera). In 2020, we continued our leadership transition, with the separation from service of Mr. David R. Greenbaum from his officer role of executive Vice Chairman and Mr. Joseph Macnow from his role as Chief Financial Officer and Chief Administrative Officer, as of December 31, 2020. Messrs. Greenbaum and Macnow are currently serving in consulting roles for the Company as non-executive Vice Chairman and Senior Advisor, respectively. Effective December 31, 2020, Mr. Michael J. Franco, the Company’s President, was appointed to the additional position of Chief Financial Officer, and Mr. Thomas Sanelli was promoted to Executive Vice President—Finance & Chief Administrative Officer.
We believe the recent management succession changes are a very important step in the process of continuing the generational leadership changes at our Company. The Board has established a purposeful and smooth transition process by appointing this younger generation of executives to new roles with increased responsibilities, while allowing the Company to benefit from the continuing guidance of our long-serving executives.
Shareholder Engagement and Board Responsiveness
At our 2020 Annual Meeting of Shareholders, our say-on-pay proposal did not receive the support of the holders of a majority of our common shares (“Shares”). This result was well below the level of support for our prior annual say-on-pay votes.
In December 2020, we implemented the following substantial compensation reductions:
•
Reduced our CEO’s Direct/Realizable Compensation by $3.0 million, or 27%, from 2019 to 2021 (based on anticipated 2021 compensation, as further described below), including a reduction in our CEO’s Direct/Realizable Compensation by $1.8 million, or 16%, from 2019 to 2020 (our CEO’s compensation was not increased between 2016 and 2019); and
​
•
Reduced the Direct/Realizable Compensation of our other NEOs by a total of $8.3 million, or 45%, from 2019 to 2021 (taking into account Messrs. Greenbaum’s and Macnow’s 2021 consulting roles and reduced compensation), including a reduction of $3.7 million, or 20%, from 2019 to 2020.
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​2021 PROXY STATEMENT SUMMARY​
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Direct /Realizable and Realized Compensation are calculated as described in the Compensation Discussion and Analysis section of this Proxy Statement. 2021 Total Direct/Realizable Compensation and Realized Compensation represents additional compensation reductions to which the Compensation Committee and Mr. Roth have agreed for 2021 and the equity components are calculated using the same fair-value methodology that was applied to the 2020 Direct /Realizable Compensation. The Realized Compensation for 2021 does not include the value of OPP units granted under our 2018 OPP Plan because those units did not meet the applicable performance requirements as of March 15, 2021 and, accordingly, the applicable units can no longer be earned.
Our executive compensation program is designed so that the actual Total Realized Compensation closely aligns with our actual Share performance. As the chart above demonstrates, total Direct/Realizable Compensation for our CEO decreased in 2020, compared to 2019, and his Realized Compensation is significantly lower than total Direct/Realizable Compensation for each year. Performance-based, long-term equity awards for the three-year performance periods ending in 2018, 2019 and 2020 were not earned and no such payouts were made in 2018, 2019 or 2020, demonstrating the at-risk nature of our performance-based program and its alignment with shareholder interests. In addition, the Compensation Committee and Mr. Roth have agreed to further reductions to his 2021 compensation and his OPP award that was granted in 2018 with a grant date fair value of $5.6 million did not meet the performance threshold at the March 15, 2021 measurement date and therefore was not earned.
Since our 2020 annual meeting, we reached out to shareholders representing more than 58% of our outstanding Shares (as of December 31, 2020) and spoke with shareholders representing more than 56% of our outstanding Shares, including those who voted against our say-on-pay proposal in 2020. Our Lead Independent Trustee participated in conversations with over half of these shareholders.
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​2021 PROXY STATEMENT SUMMARY​
The following table summarizes key topics discussed with shareholders during our most recent engagement, the feedback we received and the actions taken in response for 2020 and 2021:
​​​​​What we Heard​​​How we Responded​

​		Pay For PerformanceBy Order​​​
•
Shareholders are focused on alignment of executive compensation and shareholder performance
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​​​
•
Overall NEO Direct/Realizable Compensation was reduced from $29.6 million in 2019 (excluding one-time awards) to an expected $18.3 million in 2021, a 38% reduction, reflecting the reduced amounts payable to Messrs. Greenbaum and Macnow in 2021 for their consulting roles and no increase in 2021 compensation for Mr. Franco despite his additional role as Chief Financial Officer.
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•
Our CEO’s compensation, as shown above, has been reduced by $3.0 million, or 27%, from 2019 to 2021
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​Annual Incentive Awards​​​
•
Shareholders generally understood the rationale for the one-time waiver by the Board and Compensation Committee of the formulaic components in our annual incentive plan with respect to 2020 performance due to the significant, negative effects of COVID-19 on our variable businesses but requested clear disclosure regarding the rationale for this change and confirmation that the formulaic components of the annual incentive plan still apply in future years
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​​​
•
Described the one-time waiver in the Compensation Discussion and Analysis section of this proxy statement, including the applicable comparable FFO metrics and the negative effects of COVID-19 on our variable businesses and tenant retailer bankruptcies (e.g., J.C. Penney)
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Maintained formulaic threshold comparable FFO components for 2021 annual incentive plan
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•
Annual Incentive Awards are only one component of our overall compensation (comprising less than 15% of our aggregate 2020 NEO’s total compensation, as shown in the Summary Compensation Table below) and, when setting overall compensation for the NEOs in consultation with our Compensation Consultant, our Compensation Committee evaluates the level of our overall compensation program in comparison to our peers
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​2021 PROXY STATEMENT SUMMARY​
​​​​​What we Heard​​​How we Responded​
​Performance-Based, Long-Term Incentive Awards​​​
•
Investors broadly supported the OPP Awards granted in 2020 for 2019 performance
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Granted OPP awards again in January 2021 for 2020 performance and made two changes to better align pay and performance:
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Increased performance measurement period to four years from three years
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Reduced maximum notional amount of OPP awards from $35 million to $30 million
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​Disclosure​​​
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Shareholders encouraged proxy statement disclosure of:
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Board diversity
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Board Refreshment progress
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Political Contributions
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Modifications to 2020 compensation as a result of the COVID-19 pandemic
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Direct/Realizable vs. Realized Compensation disclosure and shareholder alignment
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Board’s response to the 2020 say-on-pay vote outcome
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Added disclosure on Board diversity, ongoing Board refreshment efforts and political contributions
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Enhanced disclosure regarding 2020 compensation reductions and modifications relating to COVID-19 pandemic
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Continued disclosing total Realized Compensation relative to Direct/​Realizable Compensation to showcase the strong alignment of pay with performance
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Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design
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​ESG​​​
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Emphasized the importance of continued disclosure on sustainability matters, including reporting in accordance with Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD)
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Encouraged designating a Board committee as responsible for direct oversight of climate risk
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Supported continued disclosure of Equal Employment Opportunity Commission (EEO) statistics and employee benefits
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2020 ESG Report includes extensive information on our (i) sustainability measures and plans, including disclosures in accordance with SASB and TCFD preliminary scenario analysis and (ii) 2020 EEO statistics on employee demographics across the Company and at management levels
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Board delegated to the Corporate Governance and Nominating Committee specific oversight responsibility for climate risk matters, in addition to its oversight of ESG matters
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​2021 PROXY STATEMENT SUMMARY​
The following shows the 2020 pay mix for our CEO. 99% of his total direct 2020 compensation is variable and subject to Company performance:
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Significant Compensation Reductions
As a result of the ongoing impact of the COVID-19 pandemic on our business, effective April 1, 2020, our Trustees and senior executives agreed to the following compensation reductions for the remainder of 2020:
•
Our Chairman and CEO, Mr. Roth, waived 50% of his annual base salary;
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•
Mr. Franco, our President during 2020 (and, effective December 31, 2020, also Chief Financial Officer), Mr. Greenbaum, our executive Vice Chairman during 2020, and Mr. Macnow, our Chief Financial Officer and Chief Administrative Officer during 2020, each waived 30% of their respective annual base salaries;
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•
Mr. Weiss and Mr. Langer, Co-Heads of Real Estate, and Mr. Chera, Executive Vice President—Head of Retail, each waived 15% of their respective base salaries; and
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Each non-management member of our Board waived his or her $75,000 annual cash retainer.
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In connection with our $35 million annual overhead reduction program announced in December 2020, our senior management agreed to significant compensation reductions for 2020 and to further significant reductions for 2021. Our NEOs’ Direct/Realizable Compensation that the Compensation Committee anticipates granting for 2021 was reduced from their corresponding 2019 levels by the following amounts and percentages:
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Mr. Roth: $3.0 million, or 27%, aggregate reduction, comprised of a $1.8 million, or 16%, reduction from 2019 to 2020 and a further $1.2 million, or 11%, reduction for 2021;
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•
Mr. Macnow: $3.1 million, or 76%, aggregate reduction, comprised of a $900,000, or 22%, reduction from 2019 to 2020 and a further $2.2 million, or 54%, reduction, from 2020 to 2021 (Mr. Macnow’s 2021 compensation is for his senior advisor consulting role and based on the terms of his consulting agreement);
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•
Mr. Greenbaum: $3.5 million, or 64%, aggregate reduction, comprised of a $1.1 million, or 21%, reduction from 2019 to 2020 and a further $2.4 million, or 43%, reduction from 2020 to 2021 (Mr. Greenbaum’s 2021 compensation is for his consulting role and based on the terms of his consulting agreement);
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•
Mr. Franco: $1.2 million, or 24%, reduction (excluding his receipt of a one-time grant of restricted units in 2019), notwithstanding his increased responsibilities as Chief Financial Officer; and
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Mr. Weiss: $400,000, or 12%, reduction (excluding his receipt of a one-time grant of restricted units in 2019).
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​2021 PROXY STATEMENT SUMMARY​
Compensation Philosophy
Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.
The objectives of the program include:
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RETAIN a highly experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and who make major contributions to our success.
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ATTRACT other highly qualified executives to strengthen that team as needed.
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MOTIVATE our executives to contribute to the achievement of company-wide and business-unit goals as well as to pursue individual goals.
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EMPHASIZE equity-based incentives with long-term performance measurement periods and vesting conditions.
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ALIGN the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.
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ACHIEVE an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.
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Commitment to 2021 Compensation Program Enhancements
We believe that we made significant progress in addressing shareholder concerns with our executive compensation changes, taking into consideration the management changes and significant compensation reductions, and will continue to evaluate potential adjustments going forward. To emphasize our focus on aligning executive compensation with shareholder interests, we are committed to evaluate further modifications to our executive compensation program based, in part, on feedback provided in our dialogue with shareholders. Our goal is to create a consistent executive compensation structure that is transparent, goal-oriented and linked to objective results, and that reflects evolving best practices. In doing so, we will continue to maintain a compensation program that encourages long-term focus with compensation outcomes that are at-risk and aligned with performance.
Board and Committee Refreshment
Over the last five years, we have added three new independent Trustees, Ms. Hamza Bassey, Mr. Helman and Ms. Puri. Currently, 30% of our Trustees have joined the Board within the last five years.
We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, and in 2021 we added Ms. Hamza Bassey to the Compensation Committee, replacing Dr. West.
Over the past year, during the COVID-19 pandemic, we have benefited tremendously from the experience of our longstanding Trustees who have extensive experience in the real estate industry and navigating through numerous economic and real estate cycles. Although Dr. West considered retiring from our Board, he was asked to remain as a Trustee due to his experience with the Company and with navigating through multiple economic and real estate cycles. As a result, our Board determined to maintain our current mix of Trustees for election at the 2021 Annual Meeting, but we remain committed to ongoing Board refreshment and will continue to actively pursue qualified, diverse candidates for election to our Board.

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​2021 PROXY STATEMENT SUMMARY​
The following charts summarize the composition of our Board following our recent refreshment:
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In the past three years, our Board added two new independent Trustees to replace two prior members of the Board.
•
Ms. Hamza Bassey joined our Board in 2020. She has served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group, since February 2015. She has brought legal, investment, financial and international experience.
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•
Mr. Helman joined our Board in 2019. He has brought investment, technology, private equity, capital markets, and public company board experience.
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We believe that the balance of skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise and institutional knowledge of our longer-tenured Trustees, provide substantive support for the Board’s oversight of the Company’s business and strategy. In combination with Board refreshment, we have also rotated committee memberships to bring new perspectives to committees.
Environmental Stewardship, Social Responsibility and Governance (ESG) Highlights
Our Board is committed to sound governance practices designed to promote the long-term interests of shareholders and to strengthen Board and management accountability. Many of these governance practices were influenced by and responsive to shareholder feedback over the years.
​BOARD OF TRUSTEES​
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✓
Highly engaged, experienced Board with diverse skills and expertise
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✓
Commitment to Board refreshment, with a focus on gender, racial and ethnic diversity
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✓
90% of the Board is independent
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✓
30% of our Board members are female and 20% are racially/ethnically diverse
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✓
Lead Independent Trustee with significant authority and responsibility
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✓
Annual Board and committee self-evaluations
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Annual review of Board leadership structure
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Robust stock ownership guidelines that align the interests of Trustees with those of our shareholders
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Four of our Board members each own more than 1% of our common shares
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Actively engaged in strategic, risk and management oversight, including cybersecurity matters
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Oversees diversity and inclusion matters
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Active approach to management succession planning
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✓
Corporate Governance and Nominating Committee oversees ESG program and sustainability initiatives and receives ESG presentations from management on developments in the ESG space on a regular basis
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Corporate Governance and Nominating Committee oversees and monitors internal compliance with ethical and social policies
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​GOVERNANCE PRACTICES​
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Robust and ongoing shareholder engagement program and demonstrated responsiveness to feedback
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Annual Trustee elections and committee appointments
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Market standard proxy access
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Shareholders may amend our Bylaws
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Trustee resignation policy in uncontested elections for failure to receive majority support
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✓
No poison pill
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Declaration of Trust may be amended by a majority vote of the Board of Trustees and a majority vote of outstanding shares (excluding limited provisions to protect REIT tax status and removal of Trustees)
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​COMPENSATION PRACTICES​

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✓
Pay-for-performance philosophy, including 99% of CEO’s and 71% of other NEOs’ 2020 compensation in the form of equity with actual value tied to Vornado’s share price performance
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Significant portion of long-term compensation is in the form of performance-based equity, which requires the achievement of significant performance hurdles to have any value
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Implemented changes reflected in our 2021 executive compensation program, including reducing notional value of our Outperformance Plan and extending performance measurement period
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Robust claw-back policy, subject to the oversight of the Corporate Governance and Nominating Committee, which also provides for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit
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Formula-driven annual bonus plan cap for 2021 (was waived for 2020 due to the effects of the COVID-19 pandemic on our business)
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Actual Realized Compensation of our CEO and other named executive officers is aligned with actual share performance
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Anti-hedging and anti-pledging policies
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Our equity plans have a double-trigger equity acceleration upon a change of control
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CEO has no employment agreement and is not entitled to any special severance upon a change of control or other employment termination
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No excessive perks and no retirement plan other than a 401(k)
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No tax gross-ups
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CEO is required to hold Company equity having a value equal to at least 6x his salary and each of our other named executive officers is required to hold Company equity with a value equal to at least 3x such executive’s salary
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Alan J. Rice
Secretary

June 14, 2019

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​ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY​

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Industry-leading sustainability program
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ENERGY STAR Partner of the Year Award with Sustained Excellence received six times, most recently in 2020
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Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013, with an “A” grade for our public disclosure
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NAREIT Leader in the Light Award every year since 2010
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One of the largest owners of LEED-certified property in the United States
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Reporting pursuant to SASB framework in 2018, 2019 and 2020 ESG reports, examined by third party and furnished to the SEC on a Form 8-K filing
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Signatory of the Task Force on Climate-related Financial Disclosures
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Robust COVID-19 accommodations and procedures, including daily temperature and health screenings, weekly testing, flexible work-from-home policies, subsidized parking and lunch for employees working in the office
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Comprehensive medical and dental insurance, 401(k) employer match and HSA contributions
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Strong Code of Business Conduct and Ethics applies to all Trustees, executive officers and employees
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Employee policies and manuals prohibit discrimination, bribes, money laundering and other corruption
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Restrictions on conflicts of interest
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Established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing
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Comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals
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Strictly restrict political contributions on behalf of the Company and compliance with that policy is subject to the oversight of the Corporate Governance and Nominating Committee; Consistent with Vornado’s past practices, we did not make any political contributions in 2020
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Refreshed and renewed anti-harassment policy
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Include gender and racial diversity data at management level and across our entire employee base in our annual ESG report; as of December 31, 2020, 54% of our Vornado corporate employees (excluding BMS employees) were female and 30% were racial minorities, and, as of December 31, 2020, 36% of BMS employees were female and 70% of BMS employees were racial minorities
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Please also see our Chairman’s Letter that can be found on our website at www.vno.com/chairmansletter. Our Chairman’s Letter is not a part of, or incorporated by reference in, this Proxy Statement.

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​What is the quorum necessary for the meeting?​​​​3​​
​How will your votes be counted?3

PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR DECLARATION OF TRUST

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PRINCIPAL SECURITY HOLDERS
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​Trustees Standing for Election​​​​4​​
​Relationships Among our Trustees​​​​8​​
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CORPORATE GOVERNANCE
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​Our Mission and Culture​​​​9​​
​Governance Highlights​​​​9​​
​Shareholder Engagement and Governance Changes​​​​10​​
​NYSE-Listed​​​​11​​
​Our Corporate Governance Framework​​​​11​​
​Corporate Governance at a Glance​​​​12​​
​Board Independence​​​​13​​
​Approval of Related Party Transactions​​​​14​​
​Board Participation​​​​14​​
​Developing an Effective Board​​​​14​​
​Board Leadership Structure​​​​16​​
​Lead Independent Trustee Role​​​​17​​
​Board and Committee Refreshment​​​​17​​
​Committees of the Board of Trustees​​​​18​​
​The Board’s Role in Risk Oversight​​​​20​​
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CORPORATE SOCIAL RESPONSIBILITY
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​Strong Ethical and Social Policies​​​​22​​
​Human Capital Management and Social Engagement​​​​22​​
​Leader in Sustainability Practices​​​​23​​
​Sustainability​​​​23​​
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​Principal Security Holders Table​​​​​​​
​Delinquent Section 16(a) Reports​​​​27​​

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COMPENSATION DISCUSSION AND ANALYSIS
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​Executive Summary​​​​28​​
​Approach of this Compensation Discussion and Analysis Section​​​​29​​
​Recent Management Changes​​​​29​​
​Shareholder Engagement and Board Responsiveness​​​​29​​
​Significant Compensation Reductions​​​​33​​
​Commitment to 2021 Compensation Program Enhancements​​​​33​​
​2020 Business Highlights​​​​33​​
​Executive Compensation Philosophy​​​​34​​
​Compensation Components​​​​35​​
​How Pay Aligns with Performance​​​​38​​
​How We Determine Executive Compensation​​​​39​​
​Elements of Our Compensation Program​​​​41​​
​Equity Ownership Guidelines​​​​45​​
​Comparison of 2018-2020 Direct/Realizable Compensation​​​​45​​
​Direct/Realizable Compensation Table​​​​46​​
​Comparison of Realized Compensation with Direct/Realizable Compensation​​​​47​​
​Realized Compensation Table​​​​47​​
​Current Year Compensation Decisions​​​​48​​
​Other Compensation Policies and Practices​​​​49​​
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COMPENSATION COMMITTEE REPORT
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EXECUTIVE COMPENSATION
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​Summary Compensation Table​​​​51​​
​All Other Compensation Table​​​​53​​
​Grants of Plan-Based Awards in 2020​​​​54​​
​Outstanding Equity Awards at Year-End​​​​55​​
​Aggregate Option Exercises in 2020 and Units Vested​​​​56​​
​Employee Retirement Plan​​​​56​​
​Deferred Compensation​​​​56​​
​Employment Contracts​​​​57​​
​Severance and Change of Control Arrangements​​​​59​​
​Pay Ratio Disclosure​​​​61​​
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COMPENSATION OF TRUSTEES
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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REPORT OF THE AUDIT COMMITTEE
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​PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​​​​66​​
​Audit Fees​​​​66​​
​Audit-Related Fees​​​​66​​
​Tax Fees​​​​66​​
​All Other Fees​​​​66​​
​Pre-Approval Policies and Procedures​​​​66​​
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​ANNEX A—RECONCILIATION OF NON-GAAP METRICS​​​​71​​

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​2021 Proxy Statement​
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GRAPHIC

888 Seventh Avenue
New York, New York 10019

PROXY STATEMENT

Special

Annual Meeting of Shareholders to Be Held on August 7, 2019

May 20, 2021

The accompanying proxy is being solicited by the Board of Trustees (the "Board“Board of Trustees"Trustees” or the "Board"“Board”) of Vornado Realty Trust, a Maryland real estate investment trust ("(“we," "us," "our"” “us,” “our,” the “Company” or the "Company"“Vornado”), for exercise at our Special2021 Annual Meeting of Shareholders (the "Special Meeting"“Annual Meeting”) to be held on August 7, 2019,Thursday, May 20, 2021, beginning at 11:30 A.M., New York City time, atvirtually via the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004.Internet. Our principal executive office is located at 888 Seventh Avenue, New York, New York 10019. Our proxy materials, including this proxy statement, the Notice of SpecialAnnual Meeting of Shareholders, and the proxy card or voting instruction form and our 2020 Annual Report are being distributed and made available on or about the date of this proxy statement.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"“SEC”), we have elected to provide our shareholders access to our proxy materials on the Internet. Accordingly, a notice of Internet availability of proxy materials will be mailed on or about the date of this proxy statement to our shareholders of record as of the close of business on June 14, 2019.March 22, 2021. Shareholders may (1) access the proxy materials on the website referred to in the notice or (2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the notice.You will need your 12-digit16-digit control number that is included with the notice mailed on or about the date of this proxy statement, to authorize your proxy for your Shares (as defined below) through the Internet. If you have not received a copy of this notice of internetInternet availability, please contact our investor relations department at 201-587-1000 or send an e-mail toircontact@vno.cominquiries@vno.com. If you wish to receive a printed version of these materials, you may request them atwww.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING What is the purpose of the Special Meeting?

At the Special Meeting of Shareholders (the "Special Meeting"), holders of our common shares of beneficial interest, par value $0.04 per share (the "Shares"), will be asked to consider and vote upon a proposal (the "Proposal") to amend 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 Internal Revenue Code of 1986, as amended (the "Code"). No other matters may be considered at the Special Meeting or at any postponement or adjournment thereof.

The Board unanimously recommends a vote "FOR" the Proposal.

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How do you vote?

If you hold your Sharesshares of record in your own name as a registered holder, you may vote in personover the Internet at the SpecialAnnual Meeting or you may authorize a proxy to vote your proxyshares over the Internet (atwww.proxyvote.com), by telephone (at 1-800-690-6903) or by executing and returning a proxy card or voting instruction form.card. Once you authorize a proxy, you may revoke that proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of your proxy to our Secretary at our principal executive office or (4) attending the SpecialAnnual Meeting and voting in person. Attendingvia the SpecialInternet (but your attendance at the Annual Meeting without submitting a new proxy or voting in person will not automatically revoke your prior authorization of your proxy.proxy unless you validly vote again during the Annual Meeting).

If you hold your Sharesshares in "street name" (that“street name” ​(that is, as beneficial owner through a bank, broker or other nominee), your broker or nominee will not be permitted to vote your Sharesshares (other than with respect to the ratification of the appointment of our independent registered public accounting firm) unless you provide instructions to your broker or other nominee on how to vote your Shares.shares. If you hold Sharesyour shares in "street“street name,"” you will receive instructions and a voting instruction form from your nominee that you must follow in order to have your proxy authorized, or you may contact your nominee directly to request these voting instructions. You should instruct your broker or nominee how to vote your Sharesshares by following the directions provided by your broker or nominee.

To be effective, later-dated proxy cards,voting instruction forms, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on August 6, 2019.

Wednesday, May 19, 2021.

We will pay the cost of soliciting proxies. We have hired MacKenzie Partners, Inc. to solicit proxies for a fee not to exceed $6,000. In addition to solicitation by mail, by telephone and by e-mail or the Internet, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals and we may reimburse them for their expenses in so doing. Members of our Board of Trustees and members of management of the Company may also solicit proxies.

Who is entitled to vote?

Only holders of record of Sharesour common shares of beneficial interest, par value $0.04 per share (our “Shares”), as of the close of business on June 14, 2019March 22, 2021 are entitled to notice of and to vote at the SpecialAnnual Meeting. We refer to this date as the "record“record date."” On that date, 190,812,582191,464,179 of our Shares were outstanding. Holders of Shares as of the record date are entitled to one vote per Share on each matter properly presented at the Proposal.

Annual Meeting.

How do you attend, vote and ask questions during the meeting?
Due to the ongoing impact of the COVID-19 pandemic, this year’s Annual Meeting will be a virtual meeting in person?

Ifof shareholders conducted via live audio webcast to provide a safe experience for our shareholders and employees. To be admitted to the Annual Meeting, you hold your Shares in your own name, you will need to present satisfactory evidence of your identity, which for this purpose ismust have been a valid U.S. federal or state government-issued picture identification, such as a driver's license or passport. If you hold your Shares in "street name" and would like to attend the Special Meeting in person, you will need to bring an account statement or other evidence acceptable to us of ownership of your Shares as ofshareholder at the close of business on the record date and satisfactory evidence of your identity,March 22, 2021 or be the legal proxy holder or qualified representative of such shareholder. The virtual Annual Meeting will afford shareholders the same rights as described above. If you hold Sharesif the meeting were held in "street name" and wishperson, including the ability to vote in personshares electronically at the SpecialAnnual Meeting youand to ask questions in accordance with the rules of conduct for the meeting, which will be available on www.virtualshareholdermeeting.com/VNO2021 during the Annual Meeting.

To attend and participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/VNO2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to contact your bank, broker or other

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nominee and obtain a "legal proxy" from your nominee and bring itShareholders must provide advance written notice to the Special Meeting. ObtainingCompany if they intend to have a legal proxy may take several days. Directions(other than the persons appointed as proxies on the Company’s proxy card) or a qualified representative attend the Annual Meeting on their behalf. The notice must include the name and address of the legal proxy holder or qualified


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representative and must be received by 5:00 p.m. New York City time on May 7, 2021 in order to allow enough time to register such person to attend the Special Meeting are available upon requestAnnual Meeting.
If you have not voted your Shares prior to the SecretaryAnnual Meeting or you wish to change your vote, you will be able to vote or re-vote your Shares electronically during the Annual Meeting by clicking “Vote Here” on the meeting website. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote your Shares prior to the meeting date by one of the Companymethods described in this proxy statement.
If you wish to submit a question, you may do so live during the Annual Meeting by attending the Annual Meeting at its offices.

www.virtualshareholdermeeting.com/VNO2021.

Only questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at https://investors.vno.com. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.
Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. If you have any technical difficulties or any questions regarding the virtual meeting website, our platform provider will be ready to assist you. If there are any technical issues in convening or hosting the Annual Meeting, we will promptly post information to our investor relations website, https://investors.vno.com, including information on when the Annual Meeting will be reconvened.
What is the quorum necessary for the meeting?

The holders of a majority of the outstanding Shares entitled to vote on the Proposal as of the close of business on the record date, present in person or by proxy, will constitute a quorum for the transaction of business at the SpecialAnnual Meeting.

How will your votes be counted?

Any proxy, properly executed and returned, will be voted as directed and, if no direction is given, will be voted "FOR" the Proposal, as recommended by the Board of Trustees in this proxy statement. Nostatement and in the discretion of the proxy holder as to any other mattersmatter that may be considered atproperly come before the Special Meeting or at any postponement or adjournment thereof.Annual Meeting. A broker non-vote or an abstention from voting, as applicable, will count for the purposes of determining a quorum.quorum, but will have no effect on the result of the votes on any of the proposals. Any proxy marked “withhold” will count for the purposes of determining a quorum and will have no effect on the result of the votes on election of Trustees, but, if any Trustee fails to receive approval of a majority of the votes cast (for this purpose, more “for” votes cast than “withhold” votes), that Trustee must tender his or her offer of resignation to the Board of Trustees for its consideration. A broker non-vote is a vote that is not cast on a non-routine matter such as the Proposal, because the Shares entitled to cast the vote are held in street name, the broker lacks discretionary authority to vote the Shares on that matter and the broker has not received voting instructions from the beneficial owner. Abstentions
The election of each of our nominees for Trustee (Proposal 1) requires a plurality of the votes cast at the Annual Meeting; however, any nominee for Trustee who does not receive the approval of a majority of the votes cast (more “for” votes than “withhold” votes) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board of Trustees for its consideration. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2) and broker non-votes will have the same effect as votes against the Proposal.

The approval of the Proposalnon-binding, advisory vote on executive compensation (Proposal 3) each requires the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting.


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PROPOSAL 1: ELECTION OF TRUSTEES
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Trustees Standing for Election
Our Board has 10 Trustees who have been nominated for election at our Annual Meeting. Our Board, on the recommendation of our Corporate Governance and Nominating Committee, has nominated each of Mr. Steven Roth, Ms. Candace K. Beinecke, Mr. Michael D. Fascitelli, Ms. Beatrice Hamza Bassey, Messrs. William W. Helman IV and David M. Mandelbaum, Ms. Mandakini Puri, Mr. Daniel R. Tisch, Dr. Richard R. West and Mr. Russell B. Wight, Jr. for election at our Annual Meeting. If elected, such persons will serve until the Annual Meeting of Shareholders in 2022 and until their respective successors are duly elected and qualified. Each of these nominees currently serves as a member of our Board.
Unless you direct otherwise in your signed and returned proxy, each of the persons named in the accompanying proxy will vote your Shares for the election of each of the 10 nominees for Trustees. If any nominee at the time of election is unavailable to serve, it is intended that each of the persons named in the proxy as a proxy holder will vote for an alternate nominee who will be recommended by the Corporate Governance and Nominating Committee of our Board and nominated by the Board. Alternatively, the Board may reduce the size of the Board and the number of nominees. Proxies may be exercised only for the nominees named or such alternates. We do not currently anticipate that any nominee for Trustee will be unable to serve as a Trustee.
The Board of Trustees recommends that shareholders vote “FOR” the election of each of the nominees listed below to serve as a Trustee until the Annual Meeting of Shareholders in 2022 and until his or her respective successor has been duly elected and qualified.
Under our Bylaws, a plurality of all the votes cast at the Annual Meeting, if a quorum is present, is sufficient to elect a Trustee. However, any Trustee who does not receive the affirmative vote of a majority of the votes cast for his or her election to the Board (for this purpose, a greater number of “for” votes than “withhold” votes) in an uncontested election (such as this election) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board for its consideration. A “withhold” vote or an abstention, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the votes on this proposal.

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Relationships Among our Trustees
We are not aware of any family relationships among any of our Trustees or executive officers or persons nominated or chosen by us to become Trustees or executive officers.
Messrs. Roth, Mandelbaum and Wight are general partners of Interstate. Since 1992, Vornado has managed all the operations of Interstate for a fee as described in “Certain Relationships and Related Transactions—​Transactions Involving Interstate Properties.”
Messrs. Roth, Mandelbaum and Wight, Dr. West and Ms. Puri are also directors of Alexander’s. As of the record date, the Company, together with Interstate and its general partners, beneficially owns approximately 59% of the outstanding common stock of Alexander’s.
For more information concerning Interstate, Alexander’s and other relationships involving our Trustees, see “Certain Relationships and Related Transactions.”

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CORPORATE GOVERNANCE
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OUR MISSION
AND CULTURE
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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 are to do so in a manner that:
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adds value to the communities in which we operate;
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provides a rewarding, engaging and motivating environment for our employees; and
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accomplishes our mission while seeking to maintain the highest ethical standards in a sustainable manner.
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Governance Highlights
​Regular Shareholder Engagement​​​
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We, at least annually, meet in person or virtually, with shareholders holding over 50% of our Shares.
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Ms. Candace Beinecke, our Lead Independent Trustee, has participated in the majority of these meetings.
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​Strong, Independent, Diverse and Engaged Board​​​
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In the past five years, our Board has added three new independent Trustees to the Board. We are committed to a continuous process of Board refreshment. Currently, 30% of our Board members are persons who have joined the Board within the last five years.
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In 2020, our Board appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee.
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In 2021, our Board appointed Ms. Beatrice Hamza Bassey as a member of our Compensation Committee, replacing Dr. West.
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90% of our Board is independent, with the only non-independent member being the current Chief Executive Officer.
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30% percent of our Board members are female and 20% are racially/ethnically diverse.
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Our Board members are invested in our Company: they are required (within five years of election) to hold Company equity having a value of at least 5x their annual cash retainer. In fact, four of our Board members each own more than 1% of our Shares.
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We have a Lead Independent Trustee with significant authority and responsibility.
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Our Board is actively engaged in strategic, risk and management oversight, including cybersecurity matters, and has robust strategic discussions at every regularly scheduled Board meeting.
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Our Board receives regular updates from senior management on diversity and inclusion matters and actively monitors and oversees these areas.
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Our Board and Board Committees undertake a robust self-evaluation at least annually led by our Lead Independent Trustee.
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​​10​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
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Our Board actively monitors, oversees and participates in management succession planning. In 2019, the Board oversaw the promotion and hire of a new generation of leadership across all aspects of the Company’s operations with the creation, and filling, of the roles of President, Co-Heads of Real Estate and Head of Retail and in 2020, in connection with the separation from service of Messrs. Greenbaum and Macnow, the Board appointed Mr. Franco as Chief Financial Officer (in addition to his existing President role) and Mr. Sanelli as Executive Vice President—Finance & Chief Administrative Officer, in each case, effective December 31, 2020.
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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 and institutional knowledge of our longer-tenured Trustees, support the Board’s oversight of Company business and strategy.
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Our Board directly, and through the Corporate Governance and Nominating Committee, actively monitors our sustainability initiatives and compliance with our ethical and social policies.
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​Strong Shareholder Rights​​​
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We have a single class of Trustees, elected annually.
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We have adopted proxy access with a 3/3/20/20 market standard.
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Our shareholders may amend our Bylaws.
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We require a Trustee to tender his or her offer of resignation if he or she does not receive majority support.
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We enhanced our claw-back policy to also provide for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.
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We have anti-hedging and anti-pledging policies.
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We do not have a poison pill.
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Our Declaration of Trust may be amended by approval of the Board of Trustees and 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.
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Shareholder Engagement and Governance Changes
Over the past several years we have adopted a number of significant governance changes following outreach to our shareholders for their views. During each of the last seven years, we met with or spoke to holders of not lessmore than two thirds50% of our Shares outstandingShares. Based on that outreach, we believe the combination of actions we have taken present an overall governance structure responsive to our shareholders’ views. The changes implemented include:
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We have added three new independent Trustees: Ms. Hamza Bassey, Mr. Helman and entitledMs. Puri.
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We have increased the diversity of our Board so that now 30% of our Board members are female and 20% are racially/ethnically diverse.
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We have rotated Compensation Committee membership, adding Ms. Hamza Bassey as a member to vote thereon.

replace Dr. West.

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We have appointed a new Chair for our Audit Committee.
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We oversaw the promotion and hire of a new generation of management leadership.
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We amended our organizational documents to provide shareholders with the power to amend our Bylaws.
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​2021 PROXY STATEMENT​
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We declassified our Board so that we now have a single class of Trustees elected annually.
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We adopted proxy access with a 3/3/20/20 market standard.
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We adopted anti-hedging and anti-pledging policies.
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We enhanced our claw-back policy to also provide for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.
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We provided greater disclosure concerning our policy restricting political contributions and spending and strengthened the oversight by the Corporate Governance and Nominating Committee of our compliance with this policy.
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We made specific changes to our compensation program in response to shareholder input such as reinstituting our use of Outperformance Plans.
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We provided greater disclosure concerning our sustainability efforts with a report by our independent auditors.
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We provided greater disclosure concerning our employee training and inclusion programs.
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We refreshed and renewed our anti-harassment policy.
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We amended our Corporate Governance and Nominating Committee Charter to formalize and strengthen the oversight by that Committee of environmental, social and governance matters.
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We added disclosure to our table of Board members to indicate which members beneficially own in excess of 1% of our Shares.
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We provided increased and tabular disclosure regarding our Trustee selection process and our current and desired Trustees skill sets.
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NYSE-Listed
The common shares of the Company or its predecessor have been continuously listed on the NYSE since January 1962 and the Company is subject to the NYSE’s Corporate Governance Standards.
Our Corporate Governance Framework
Vornado is committed to effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and creating long-term shareholder value. Our governance framework gives our highly experienced independent Trustees the structure necessary to provide oversight, advice and counsel to the Company. The Board of Trustees has adopted the following documents, which are available on our website (www.vno.com/governance/overview):
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Audit Committee Charter
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Compensation Committee Charter
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Corporate Governance and Nominating Committee Charter
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Corporate Governance Guidelines
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Code of Business Conduct and Ethics
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We will post any future changes to these documents to our website and may not otherwise publicly file such changes. Our regular filings with the SEC and our Trustees’ and executive officers’ filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), are also available on our website. In addition, copies of these documents are available free of charge from the Company upon your written request. Requests should be sent to our investor relations department located at our principal executive office.
The Code of Business Conduct and Ethics applies to all of our Trustees, executive officers and other employees.
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TABLE OF CONTENTS​

PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR DECLARATION OF​

​12​​​VORNADO REALTY TRUST

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​2021 PROXY STATEMENT​
Corporate Governance at a Glance
Board Independence
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Nine of 10 of our Trustees are independent.
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Our only non-independent Trustee is our current CEO, who has extensive and valuable experience with our Company.
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Our Board members generally have significant personal investments in our Company and engage in robust and open debates concerning all significant matters affecting our Company.
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Board Composition
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Currently the Board has fixed the number of Trustees at 10.
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The Board at least annually assesses its performance through Board and committee self-evaluation.
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Our Trustees are highly experienced in their fields of endeavor and apply valuable and diverse skill sets to address our business and strategic needs.
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The Corporate Governance and Nominating Committee leads the full Board in considering Board competencies and refreshment and actively seeks new candidates to consider as Board members.
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Board Committees
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Our Board has four committees: Audit, Compensation, Corporate Governance and Nominating and Executive.
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With the exception of the Executive Committee (our Chairman serves on this Committee), all other Committees are comprised entirely of independent Trustees.
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Leadership Structure
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Our Chairman is the CEO of our Company. He interacts closely with our independent Lead Trustee, who has powers and duties that reflect corporate governance best practices.
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The independent Board members consider our Lead Trustee annually. Our Board re-appointed Ms. Candace K. Beinecke as Lead Trustee on February 11, 2021. Among other duties, our Lead Trustee chairs executive sessions of the independent Trustees at every regular Board meeting to discuss certain matters without management present and approves agenda items and materials sent to the Board. Furthermore, Ms. Beinecke works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.
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The Board will consider whether an independent chairperson is appropriate at the time of the next CEO transition.
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Risk Oversight
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Our full Board is responsible for risk oversight, and has designated, and may in the future designate, committees to have particular oversight of certain key risks. Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. Our Board regularly has in-depth discussions concerning the Company’s strategies and risks during which the Board actively questions and considers these topics.
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Open Communication and Shareholder Engagement
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We encourage open communication and strong working relationships among the Lead Trustee, the Chairs of our Board committees, our Chairman and our other Trustees.
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Our Trustees have access to, and regularly meet with, senior management and other employees.
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We actively seek input from our shareholders through our shareholder engagement programs; shareholders may also contact our Board, Lead Trustee or management through our website or by regular mail.
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​​VORNADO REALTY TRUST​​​13​​
​2021 PROXY STATEMENT​
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We host quarterly earnings conference calls to which all shareholders have access.
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Trustee Stock Ownership
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Our Trustees are required to own (or to acquire within a specified time frame) Company equity having a value equal to at least five times their annual cash retainer.
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Management Succession Planning
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Our Corporate Governance and Nominating Committee actively monitors our succession planning.
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Our Board regularly reviews senior management succession and development plans. Our Board regularly reviews future candidates for the CEO position and other senior leadership roles and potential succession timing for those positions, including under emergency circumstances. Our Board has adopted a formal CEO-succession plan and reviews that plan regularly.
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In 2019, the Board oversaw the promotion and hire of a new generation of leadership by creating, and filling, the roles of President, Co-Heads of Real Estate and Head of Retail, and in 2020 our Board oversaw the transition of our Chief Financial Officer role, effective December 31, 2020.
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The Board reviews and discusses career development plans for individuals identified as high-potential candidates for senior leadership positions and the Board members interact with these candidates in formal and informal settings during the year.
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The Board recognizes that succession planning is a key component of the Company’s continued success. Pursuant to our Corporate Governance Guidelines, on at least an annual basis and typically more frequently, the Board, in full meetings and in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near-term and long-term planning. The Board reviews potential candidates for promotion in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of the Company’s current executive officers and succession candidates, the timeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.
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Sustainability, Corporate Responsibility and Political Contributions
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Our Corporate Governance and Nominating Committee as well as our full Board actively monitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility and receive updates regularly. Our Board delegated to our Corporate Governance and Nominating Committee responsibility for direct oversight to monitor the effects of climate change on the Company and to develop polices relating thereto.
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Our Corporate Governance and Nominating Committee monitors our policy restricting political contributions and spending. Our policy strictly restricts political contributions or political spending on behalf of the Company subject to senior management approval and Corporate Governance and Nominating Committee oversight.
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Consistent with Vornado’s past practices, we did not make any political contributions in 2020.
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Board Independence
The Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Fascitelli, Helman, Mandelbaum, Tisch and Wight and Dr. West are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that nine of our 10 Trustees standing for election are independent. The Board reached these conclusions after considering all applicable relationships between or among such Trustees and the Company or management of the Company. These relationships are described in the sections of this proxy statement entitled “Relationships Among Our Trustees” and “Certain Relationships and Related Transactions.” Among other factors considered by the Board in making its determinations regarding independence was the Board’s determination that these Trustees met all of the “bright-line” requirements of the NYSE’s Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines.

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​​14​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
Approval of Related Party Transactions
Our Code of Business Conduct and declared advisable,Ethics includes a policy for the review and recommends for your approval an amendment (the "Proposed Amendment") toof transactions involving the Declaration of Trust of Vornado Realty Trust (the "Declaration")Company and related to Vornado's qualification as a domestically controlled qualified investment entity.parties. Under the Code, a domestically controlled qualified investment entity includes a "real estate investment trust" (a "REIT") in which, at all times during the relevant testing period, less than 50% in value of the REIT's stock was held directly or indirectly by foreign persons,policy, “related parties” means our executive officers and Trustees, as well as any such term is used in the provision of the Code defining a domestically controlled qualified investment entity. Our qualification as a domestically controlled qualified investment entity (which, in our case, would mean that we would be a domestically controlled REIT) would mean that foreign investors that enter into joint venture structures with us that utilize subsidiary REITs may be able to treat our interest in such subsidiary REITs as being held entirely by U.S. persons for purposes of determining whether the subsidiary REIT is itself a domestically controlled qualified investment entity (and, therefore, a domestically controlled REIT), thereby enabling such foreign investors to avail themselves of certain tax benefits under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") that may not otherwise be available. For a further discussion of these rules, please see below under "Tax Considerations Relating to Domestically Controlled Qualified Investment Entity Status."

As previously announced on April 18, 2019, Vornado Realty L.P. ("VRLP"), the operating partnership through which Vornado conducts its business, entered into a Transaction Agreement (the "Transaction Agreement") with a group of institutional investors (the "Investors") advised by Crown Acquisitions, Inc.person’s immediate family members. The Transaction Agreement provides for a series of transactions pursuant to which (i) prior to April 18, 2019 (the "Closing Date"), VRLP contributed its interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties") to subsidiaries of a newly formed limited partnership (the "New Partnership") and (ii) on the Closing Date a 48.5% common interest in the New Partnership was transferred to the Investors. Vornado continues to own 51.5% of the New Partnership's common equity (collectively, the "Transaction"). The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theatre at 1535 Broadway. Pursuant to the Transaction Agreement, the subsidiaries of the New Partnership to which the Properties were contributed prior to the Closing Date were contributed on the Closing Date to direct subsidiaries of the New Partnership, which subsidiaries will elect to be taxed as real estate investment trusts (the "Subsidiary REITs"). Pursuant to the Partnership Agreement, the VRLP subsidiary that is the general partner of the New Partnership ("VRLPGP"), agreed, among other things, to cause (i) the New Partnership to be managed and operated in a manner such that any partner that is a foreign governmental entity will not be deemed to be engaged in activities which constitute "commercial activities" or a "trade or business within the United States" for U.S. federal income tax purposes and (ii) each Subsidiary REIT to maintain its status as a domestically controlled qualified investment entity. Approval of the Proposal will help us comply with this obligation.

Approval of the Proposal may provide us with greater access to additional amounts of foreign capital. This access could be important to our business, particularly at times when raising capital through sales of our common shares is unattractive because our shares are trading at a discount to our net asset value per share or for other reasons. We believe that we are currently a domestically controlled qualified investment entity, but because our common shares are publicly traded, we cannot assure you that our foreign ownership is, or has been, less than 50%. However, approval of the Proposal will nonetheless assist us prospectively in qualifying as a domestically controlled qualified investment entity. As a result, Non-U.S. Stockholders (as defined below) will not be subject to U.S. federal income tax under FIRPTA with respect to gain on a disposition of our common shares assuming we have maintained less than 50% foreign ownership at all times during the relevant testing period. It ispolicy also possible that the Proposed Amendment could result in our shares being less marketable to foreign persons or to certain United States personscovers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. Under the policy, all related party transactions are submitted to the Board or an independent committee thereof for review and are subject to approval.

Board Participation
Our Board is actively involved in strategic, risk and management oversight and regularly has in-depth discussions concerning the Company’s strategies and risks during which the Board actively questions and considers these topics. Our Board is involved in every strategic decision made by the Company; agendas are organized so that, at every regular meeting, strategic and business decisions receive the most prominent importance and our CEO regularly consults with Board members on these matters between meetings. Furthermore, the Board regularly meets with the Company’s most senior executive officers as well as the officers who directly or indirectly by foreign persons or that would otherwise acquire our common shares for transferreport to foreign persons, which may adversely affect the market pricemost senior executives. The Board believes a good working knowledge of these multiple levels of management aid it considerably in its important role of management oversight as well as with succession planning. Our Company relies upon the measured financial and strategic guidance, probing questions and judgment of our common shares.

RegardlessBoard members.

Developing an Effective Board
Trustee Recruitment Process
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Our Board believes that the Board should be comprised of members who encompass a broad range of skills, expertise, industry knowledge and diversity of opinion, experience, perspective and contacts relevant to our business. Our Board is deeply involved in the extentbusiness and strategy of our foreign ownership, nonresident alien individualsCompany and foreign corporations not otherwise subjectthe great depth of experience and insight that our Board members bring to special treatment undermeetings continues to be invaluable. The Corporate Governance and Nominating Committee and the Code (such as qualified foreign pension funds, qualified

TableBoard believe that considering a Board candidate involves various objective and subjective assessments, many of Contentswhich are difficult to quantify or categorize. However, the Corporate Governance and Nominating Committee and the Board do consider the following characteristics, competencies, and attributes when considering candidates for inclusion on our Board.

Personal Characteristics
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Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and to be accountable for his or her decisions.
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Informed Judgment: Demonstrate intelligence, wisdom and thoughtfulness in decision-making. Demonstrates a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.
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Financial Literacy: An ability to read and understand financial statements, financial ratios and various other indices for evaluating the Company’s performance.
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2019 PROXY STATEMENT

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VORNADO REALTY TRUST

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shareholders, persons subject to Section 892 of the Code, such as a foreign sovereign, and persons engaged in a trade or business in the United States) ("Non-U.S. Stockholders") will not incur tax under FIRPTA on a disposition of shares of a class of our capital shares if such class was regularly traded on an established securities market and such Non-U.S. Stockholder owned, actually or constructively, at all times during a specified testing period, 10% or less of the total fair market value of such class of shares. Accordingly, a Non-U.S. Stockholder that holds 10% or less of our common shares will not be subject to U.S. federal income tax under FIRPTA on a disposition of our common shares even if we never qualify as a domestically controlled qualified investment entity. In that regard, the Proposed Amendment will not change the current U.S. federal income tax treatment of gain recognized upon a disposition of our common shares by a Non-U.S. Stockholder that at all times during a specified testing period held 10% or less of our common shares.

The terms of the Proposed Amendment and certain material U.S. federal income tax considerations relating to our and the Subsidiary REITs' qualifications as domestically controlled qualified investment entities are described in more detail below.

Proposed Amendment

​		2021 PROXY STATEMENT​

The excess share provisions used

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Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the traditional REIT qualification ownership limitswillingness to listen.
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High Standards: History of achievements that have existedreflect high standards for himself or herself and others.
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Core competencies
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Accounting and Finance: Experience in our Declaration since we became a real estate investment trust will also be used in connection with enforcing the ownership limits included in the Proposed Amendment. In general, these existing limits relate to ownership restrictions designed to prevent us from failing to qualify as a REITfinancial accounting and from causing income that would otherwise qualify as "rents from real property" (for purposes of the gross income tests applicable to REITs) to fail to so qualify.

In this regard, under the Proposed Amendment, if any transfer or non-transfer event involving our capital shares would result in Vornado failing to qualify as a domestically controlled qualified investment entity, the purported transferee or affected holder will be a "prohibited owner" and would not acquire any right or interest in those shares. Pursuant to the Proposed Amendment, the capital shares, the ownership of which caused Vornado to fail to qualify as a domestically controlled qualified investment entity, would instead be automatically exchanged for excess shares pursuant to our Declaration. Excess shares will be transferred, by operation of law, to Vornado as trustee of a trust for the exclusive benefit of a beneficiary. While so held in trust, the holder of excess shares is not entitled to vote (except as required by law) and is not entitled to participate in any dividends or distributions made by Vornado. Any dividends or distributions received by the purported transferee or other purported holder of the excess shares before Vornado discovers the automatic exchange for excess shares must be repaid to Vornado upon demand.

If the purported transferee or purported holder elects to designate a beneficiary of an interest in the trustcorporate finance, especially with respect to the excess shares, the purported transfereeindustry in which our Company operates.

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Business Judgment: Record of making good business decisions and evidence that he or holder may designate only a person whose ownership of the sharesshe will not violate the ownership limits (including, if the Proposal is approved, the proposed foreign ownership limit). When the designation is made, the excess shares will be automatically exchanged for common shares. The Declaration contains provisions designed to ensure that the purported transferee or other purported holder of the excess shares may not receive, in return for transferring an interest in the trust with respect to the excess shares, an amount that reflects any appreciation in the shares for which the excess shares were exchanged during the period that the excess shares were outstanding but will bear the burden of any decline in value during that period. Any amount received by a purported transferee or other purported holder for designating a beneficiary in excess of the amount permitted to be received must be turned over to Vornado. The Declaration provides that Vornado, or its designee, may purchase any excess shares that have been automatically exchanged for shares as a result of a purported transfer or other event. The price at which Vornado, or its designee, may purchase the excess shares will be equal to the lesser of:

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in the case of excess shares resulting from a purported transfer for value, the price per share in the purported transfer that resulted in the automatic exchange for excess shares, or in the case of excess shares resulting from some other event, the market price of the shares exchanged on the date of the automatic exchange for excess shares; and

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the market price of the shares exchanged for the excess shares on the date that Vornado accepts the deemed offer to sell the excess shares.

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2019 PROXY STATEMENT

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Vornado's right to buy the excess shares will exist for 90 days, beginning on the date that the automatic exchange for excess shares occurred or, if Vornado did not receive a notice concerning the purported transfer that resulted in the automatic exchange for excess shares, the date that the Board determinesact in good faith and in a manner that an exchange for excess shares has occurred.

The above restrictions will apply commencing on the date of the effectiveness of the Proposed Amendment and, as a result, will only apply to transfers or other non-transfer events occurring on or after such date that would result in Vornado failing to qualify as a domestically controlled qualified investment entity. The Board has the right to discontinue the enforcement of the ownership limits included in the Proposed Amendment if the Board determines that it is no longer in the best interests of our Company.

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Strategic Insight: Record of insight with respect to our industry and market and other trends and conditions and applying such insight to create value or limit risk.
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Management: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.
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Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.
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Industry: Specialized experience and skills in areas in which the Company conducts its business, including real estate, investments, capital markets and technology relevant to the Company.
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Local Markets: Experience in markets in which our Company operates.
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Leadership: Understand and possess leadership skills and have a history of motivating high-performing, talented managers.
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Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging our management to sharpen its vision.
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Environmental, Social and Governance: Experience in management and oversight of environmental, climate change, social and governance issues to be able to assist the Board in overseeing and advising management with regard to long-term value creation using a responsible, sustainable business plan.
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Commitment to our Company
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Time and Effort: Able and willing to commit the time and energy necessary to satisfy the requirements of Board and Board committee membership and service. Expected to attend and participate in all Board meetings and meetings of Board committees for which they are members. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.
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Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting our Company (including industry-, technology- and market-specific information), and Trustee’s roles and responsibilities (including the general legal principles that guide Board members).
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Other Commitments: In light of other existing commitments, the ability to perform adequately as a Trustee and a willingness to do so.
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Stock Ownership: Complies with the Company’s equity ownership requirements.
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Team and Company considerations
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Balancing the Board: Contributes talent, skills and experience to the Board as a team to supplement existing resources and provide talent for future needs preferably as evidenced by a pattern of dealings with one or more current Board members.
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Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, race, ethnicity, age, background, geographic origin, professional experience (public, private, and non-profit sectors) and other factors.
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Nomination of a candidate should not be based solely on these listed factors.

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The following chart summarizes the competencies currently represented on our Board; the details of each of our Trustee’s competencies are included in each Trustee’s profile.
​​Competency/Attribute​​​Roth​​​Beinecke​​​Fascitelli​​​Hamza Bassey​​​Helman​​​Mandelbaum​​​Puri​​​Tisch​​​West​​​Wight​​
​​Operational​​​x​​​x​​​x​​​x​​​​​​​x​​​​​​​x​​​​​​​x​​
​​Public company experience​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Industry expertise​​​x​​​​​​​x​​​​​​​​​​​x​​​​​​​x​​​​​​​x​​
​​Financial literacy​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Experience over several business cycles​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Capital markets expertise​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Investment management​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Risk/crisis management​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​​x​​
​​Accounting expertise​​​x​​​​​​​​​​​​​​​​​​​​​​​x​​​x​​​x​​​​​​
​​Government/business conduct/legal​​​x​​​x​​​x​​​x​​​​​​​x​​​x​​​​​​​x​​​x​​
​​Environmental, social and governance​​​x​​​x​​​x​​​x​​​x​​​​​​​​​​​​​​​​​​​​​​
Board Leadership Structure
Our Board is deeply focused on our corporate governance practices. We value independent board oversight as an essential component of strong corporate performance to enhance shareholder value. All of our Trustees are independent, except our Chief Executive Officer. In addition, all of the members of our Board’s committees, except the Executive Committee, are independent.
Our Board of Trustees is responsible for selecting the Chairman of the Board and the CEO. The Board annually reviews its leadership structure. The Board has determined that the combined role of Chairman and CEO, alongside an active and independent Lead Trustee position, is currently the best structure for Vornado and its shareholders. In its review of our leadership structure, the Board considered the following:
•
Our current structure promotes clear lines of responsibility and accountability, while maintaining the Board’s independence from management.
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•
Mr. Roth, our Chairman and CEO, is a well-seasoned leader with over 40 years of experience in building and leading our Company. He has effectively guided the Company through various real estate cycles and has skillfully led the Company throughout the current COVID-19 pandemic challenge. After considering the views expressed by our shareholders and other constituents, as well as the particular circumstances affecting the Company, the Board concluded he is the best person to attempt to, or continue to qualifyserve as Chairman and CEO.
​
•
Mr. Roth fulfills his responsibilities in chairing an independent board through close interaction with our Lead Trustee, Ms. Beinecke.
​
•
The power and authority of our Lead Trustee role was increased in 2015 and 2017, and the Lead Trustee works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors. See “Lead Independent Trustee Role.”
​
•
The views expressed by shareholders through direct outreach and engagement.
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•
Our governance culture fosters open communication among the Lead Trustee, Chairman and other Trustees, which we believe is essential to developing an understanding of important issues, promoting appropriate oversight and encouraging frank discussion of key topics relevant to a complex and dynamic enterprise.
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Lead Independent Trustee Role
A Lead Trustee is elected annually by the independent Trustees. We refer to this role as the Lead Trustee or the Lead Independent Trustee. Ms. Beinecke was first elected by our independent Trustees to serve as Lead Trustee for a one-year term on March 16, 2016 and was most recently re-elected on February 11, 2021. When making the selection, the independent Trustees considered the attributes desired in a Lead Trustee, including being an effective communicator, having the ability to provide leadership and encourage open dialogue, and having a relevant background and the ability to devote sufficient time and attention to the position.
Our Lead Trustee position has clearly defined duties and responsibilities, which are set forth in our Corporate Governance Guidelines. They include the following authorities and responsibilities:
•
preside at all meetings of the Board at which the Chairman is not present;
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•
serve as liaison between the Chairman and the independent Trustees;
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•
approve, in consultation with the Chairman:
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◦
the schedule of Board meetings,
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◦
Board meeting agenda items, and
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materials sent in advance of Board meetings, including the quality, quantity, appropriateness and timeliness of such information;
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•
ability to call meetings of the independent Trustees as necessary and appropriate;
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•
participate in annual self-evaluations of the Board and its committees;
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•
contribute to ongoing management succession and development planning;
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communicate to management, as appropriate, the results of private discussions among independent trustees
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•
participate in shareholder outreach, and be available for consultation and direct communication if requested by major shareholders; and
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•
communicate shareholder feedback to the full Board.
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As Lead Trustee, Ms. Beinecke works closely with Mr. Roth identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.
As both Lead Trustee and Chair of the Corporate Governance and Nominating committee, Ms. Beinecke has been actively involved in governance-related discussions with our shareholders. As Lead Trustee, Ms. Beinecke has worked closely with our Chairman, Mr. Roth, to develop Board meeting agenda items and ensure sufficient time allocation to these items and Ms. Beinecke has also facilitated robust discussions regarding long-term strategy and shareholder value creation and talent retention and development. Ms. Beinecke also actively oversees the Company’s ESG policies and is involved in ongoing discussions with senior management and our shareholders regarding such matters.
The strong working relationships among the Lead Trustee, Chairman and other Trustees are supported by a Board governance culture that fosters open communications among the members, both during meetings and in the intervals between meetings. Open communication is important to develop an understanding of issues, promote appropriate oversight, and encourage the frank discussion of matters essential to leading a complex and dynamic enterprise.
Board and Committee Refreshment
Over the last five years, we have added three new independent Trustees, Ms. Hamza Bassey, Mr. Helman and Ms. Puri. Currently, 30% of our Board members have joined the Board within the last five years.
We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee and in 2021, we added Ms. Hamza Bassey to the Compensation Committee, replacing Dr. West.

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Over the past year, during the COVID-19 pandemic, we have benefited tremendously from the experience of our longstanding Trustees who have extensive experience in the real estate industry and navigating through numerous economic and real estate cycles. Although Dr. West considered retiring from our Board, he was asked to remain as a domestically controlledTrustee due to his experience with the Company and with navigating through multiple economic and real estate cycles. As a result, our Board determined to maintain our current mix of Trustees for election at the 2021 Annual Meeting, but we remain committed to ongoing Board refreshment and will continue to actively pursue qualified, investment entity. Ifdiverse candidates for election to our Board.
[MISSING IMAGE: tm212374d1-tbl_commitpn.jpg]
Committees of the ProposalBoard of Trustees
The Board has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and an Executive Committee. Other than the Executive Committee, each committee is approvedcomprised solely of independent Trustees.
The Board held 10 meetings during 2020. Each of our Trustees then in office attended at least 75% of the combined total of the meetings of the Board and all committees on which he or she served during 2020.
In addition to full meetings of the Board, our non-management Trustees met nine times in sessions without members of management present. Ms. Beinecke, as Lead Trustee, acted as presiding member during these non-management sessions. We do not have a formal policy with regard to Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 2020 Annual Meeting of Shareholders attended the virtual meeting.
Audit Committee
The Audit Committee held seven meetings during 2020. During 2020, the members of the Audit Committee were Ms. Puri, Mr. Tisch and Dr. West. Effective March 26, 2020, we appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee stepped down from that role, but has remained on the Audit Committee for transition purposes.
The Board has adopted a written Audit Committee Charter, which sets forth the membership requirements and responsibilities of the Audit Committee, among other matters. The Audit Committee Charter is available on our website (www.vno.com/governance/committee-charters). The Board has determined that all existing Audit Committee members meet the NYSE and SEC standards for independence and the NYSE standards for financial literacy.
The Board has determined that each of Ms. Puri, Mr. Tisch and Dr. West is an “audit committee financial expert,” as defined by SEC Regulation S-K (and thus the Board has three such experts serving on its Audit Committee), and that each of such persons also meets the NYSE standards for financial management expertise. The Board reached this conclusion based on the relevant experience of each of Ms. Puri, Mr. Tisch and Dr. West, including as described above under “Biographies of our Trustees.”
The Audit Committee’s purposes are to: (i) assist the Board in its oversight of (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent registered public

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accounting firm’s qualifications and independence and (d) the performance of the independent registered public accounting firm and the Company’s internal audit function; and (ii) prepare an Audit Committee report as required by the requisite vote,SEC for inclusion in our annual proxy statement. The function of the Proposed Amendment will become effective uponAudit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible 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 is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report on Form 10-K, reviewing our quarterly financial statements prior to the filing of each of our Quarterly Reports on Form 10-Q and annually auditing the effectiveness of internal control over financial reporting and other procedures. Persons interested in contacting our Audit Committee members with regard to accounting, auditing or financial concerns will find information on how to do so on our website (www.vno.com/governance/confidential-board-contact).
Compensation Committee
The Compensation Committee is responsible for establishing the terms of the compensation of the executive officers and acceptance for recordthe granting and administration of awards under the Company’s omnibus share plans. The committee, which held four meetings during 2020 consisted of the following members: Mr. Tisch, as Chair, Mr. Helman and Dr. West. In February 2021, Ms. Hamza Bassey was appointed to the Compensation Committee, replacing Dr. West. Each of Ms. Hamza Bassey, Mr. Helman, Mr. Tisch and Dr. West had or has been determined by the State DepartmentBoard to be independent. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.com/governance/committee-charters).
Compensation decisions for our executive officers are made by the Compensation Committee. Decisions regarding compensation of Assessmentsother employees are made by our Chief Executive Officer or other senior managers and Taxation of Maryland (the "SDAT") of Articles of Amendment. We intendare subject to file Articles of Amendment promptly following shareholderreview and approval of the ProposalCompensation Committee. Compensation decisions for our Trustees are made by the Compensation Committee and/or the full Board.
The agenda for meetings of the Compensation Committee is determined by its Chairman with the assistance of the Company’s Secretary and/or other members of management. Compensation Committee meetings are attended from time to time by members of management at the Specialinvitation of the Compensation Committee. The Compensation Committee’s Chairman reports the committee’s determination of executive compensation to the Board. The Compensation Committee has authority under its charter to select, retain and approve fees for, and to terminate the engagement of, compensation consultants, special counsel or other experts or consultants as it deems appropriate to assist in the fulfillment of its responsibilities. The Compensation Committee reviews the total fees paid by us to outside consultants to ensure that such consultants maintain their objectivity and independence when rendering advice to the committee. The Compensation Committee may receive advice from compensation consultants, special counsel or other experts or consultants only after consideration of relevant factors related to their fees, services and potential conflicts of interests, as outlined in the Compensation Committee’s Charter.
The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the committee who are (i) “Non-Employee Directors” for the purposes of SEC Rule 16b-3; and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Currently, all members of the Compensation Committee meet these criteria.
See “Compensation Discussion and Analysis” below for a discussion of the role of executive officers in determining or recommending compensation for our executive officers. We have also included under “Compensation Discussion and Analysis” a discussion of the role of compensation consultants in determining or recommending the amount or form of executive or Trustee compensation.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee, which met twice during 2020, currently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. During 2020, members of the Corporate Governance and Nominating Committee led several discussions of governance matters with the full

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Board. Further, in the past year Ms. Beinecke (and members of management) met in person or telephonically with several significant shareholders to discuss our governance practices. Each of Ms. Beinecke, Mr. Helman and Ms. Puri have been determined by the Board to be independent. The Board has adopted a written Corporate Governance and Nominating Committee Charter, which is available on our website (www.vno.com/governance/committee-charters). The committee’s responsibilities include the selection of potential candidates for the Board and the development and review of our governance principles. It also reviews Trustee compensation and benefits and oversees annual self-evaluations of the Board and its committees. The committee also makes recommendations to the Board concerning the structure and membership of the other Board committees as well as management succession plans. The committee selects and evaluates candidates for the Board in accordance with the criteria set out in the Company’s Corporate Governance Guidelines and as are set forth below. The committee is then responsible for recommending to the Board a slate of candidates for Trustee positions for the Board’s approval. Generally, candidates for a position as a member of the Board are suggested by existing Board members; however, the Corporate Governance and Nominating Committee will consider shareholder recommendations for candidates for the Board sent to the Corporate Governance and Nominating Committee, c/o Steven J. Borenstein, Secretary, Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019, and will evaluate any such recommendations using the criteria set forth in the Corporate Governance and Nominating Committee Charter and our Corporate Governance Guidelines.
In nominating Steven Roth for re-election at the 2021 Annual Meeting or any postponement or adjournment thereof.

Ifand assuming Mr. Roth were to be re-elected at all the boards on which he currently serves, the Corporate Governance and Nominating Committee (and later the full Board) considered that Mr. Roth would serve on boards of three public companies in addition to our Board. However, the Committee noted that one of those companies, Alexander’s, is an affiliate for which we manage its properties and the two other companies (JBG Smith and Urban Edge) resulted from spinning business units out of our Company and have a broadly overlapping shareholder base. The Corporate Governance and Nominating Committee and the full Board each determined that Mr. Roth’s service on these other Boards does not detract from his ability to represent, and devote time to, our Company and that such other Board service may in fact benefit our Company. In particular, the Corporate Governance and Nominating Committee considered that:

•
Alexander’s is managed by the Company, and Mr. Roth’s service on the Alexander’s Board is important to the performance of his duties to Vornado; and
​
•
Prior to the spinoffs, Mr. Roth served as the CEO of the businesses comprising Urban Edge and substantially comprising JBG Smith, both of which were fully integrated in Vornado. The spinoffs represented a significant reduction in Mr. Roth’s time devoted to these businesses. In the Corporate Governance and Nominating Committee’s view, Mr. Roth’s current service on the Boards of Urban Edge and JBG Smith provides industry knowledge that benefits Vornado and the Vornado shareholders approvethat continue to own these companies.
​
The Corporate Governance and Nominating Committee will continue to assess the Proposal,benefits of Mr. Roth’s service on these Boards.
Executive Committee
The Executive Committee possesses and may exercise certain powers of the Proposed Amendment could resultBoard in the direction of the management of the business and affairs of the Company. The Executive Committee consists of three members: Mr. Roth, Ms. Beinecke and Mr. Wight. Mr. Roth is the Chairman of the Executive Committee. The Executive Committee did not meet in 2020.
The Board’s Role in Risk Oversight
While day-to-day risk management is primarily the responsibility of the Company’s senior management team, the Board of Trustees is responsible for the overall supervision of the Company’s risk management activities. The Board’s oversight of the material risks faced by our shares being less marketableCompany occurs at both the full Board level and at the committee level. The Board’s role in the Company’s risk oversight process includes receiving reports from members of senior management on areas of material risk to foreign persons or to certain United States personsthe Company, including operational, financial, legal and regulatory, strategic, reputational, environmental, social, governance and climate change risks. The full Board (or the appropriate committee in the case of risks that are owned, directlyunder the purview of a particular committee) receives these reports from the appropriate “risk owner” within our organization or indirectly,in connection with other management-prepared presentations of risk to enable the Board (or committee, as applicable) to understand our risk identification, risk management and risk mitigation strategies. By “risk owner,” we mean that person or group of

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persons who is or are primarily responsible for overseeing a particular risk. As part of its charter, the Audit Committee discusses our guidelines and policies with respect to which our management assesses and manages the Company’s exposure to risk and reports to the full Board its conclusions as a partial basis for further discussion by foreign persons or that would otherwise acquire our common shares for transferthe full Board. This enables the Board and the applicable committees to foreign persons, which may adversely affectcoordinate the market pricerisk oversight role, particularly with respect to risk interrelationships. In addition to the Board’s review of our common shares.

Annexrisks applicable to the Company generally, the Board conducts regular strategic and personnel reviews.

* * * * *
Persons wishing to contact the independent members of the Board should call (866) 537-4644. A recording of each phone call to this proxy statement contains Sections 6.6, 6.7 and 6.8 of our Declaration as proposednumber will be sent to be amended, and the descriptionone independent member of the Proposed AmendmentAudit Committee as well as to a member of management who may respond to any such call if the caller provides a return number. This means of contact should not be used for solicitations or communications with us of a general nature. Information on how to contact us generally is qualified in its entirety by reference to Annex A. Deletions for the current Sections 6.6, 6.7 and 6.8 ofavailable on our Declaration are indicated by strike-outs and additions to the current Sections 6.6, 6.7 and 6.8 of our Declaration are indicated by underlining. Annex A also includes revisions to the definition of "Ownership Limit" in the Declaration to address the current ownership limit of 6.7% previously approved by the Board. We urge you to read Annex A in its entirety.

website (www.vno.com).

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Vote Required

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The affirmative vote of at least two-thirds of the votes entitled to be cast on the Proposal will be necessary to approve the Proposal. Abstentions and broker non-votes will have the same effect as votes against the Proposal.

Effective Time of Amendment

If the Proposal is approved by the requisite vote, the Proposed Amendment will become effective upon the filing with and the acceptance for record by the SDAT of Articles of Amendment. We intend to file Articles of Amendment with the SDAT promptly following shareholder approval of the Proposal at our Special Meeting or any postponement or adjournment thereof.

If the Proposal is not approved by the requisite vote at the Special Meeting or any postponement or adjournment thereof, then the Articles of Amendment will not be filed with the SDAT and the Declaration will not be amended to contain the Proposed Amendment.

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The Board unanimously recommends a vote "FOR" this proposal.
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CORPORATE SOCIAL RESPONSIBILITY

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TableWe believe that sound corporate citizenship, governance and environmental principles are essential to our success. Our goal is to operate with the highest level of Contentsintegrity and in a sustainable manner. We believe that an integrated approach to business strategy, corporate governance, sustainability and corporate citizenship provides for a better operating company, creates more attractive properties and creates long-term value. The following table highlights certain of our policies and initiatives in the area of corporate social responsibility.

Strong Ethical and Social Policies
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We maintain a strong Code of Business Conduct and Ethics that applies to all of our Trustees, executive officers and employees.
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We have adopted a refreshed and renewed anti-harassment policy. This policy prohibits hostility towards individuals in protected categories, prohibits sexual harassment in any form, details how to report harassment issues and prohibits retaliation.
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We have enhanced our claw-back policy to also provide for potential claw-backs for violations of significant Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.
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We have anti-hedging and anti-pledging policies.
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Our policies and manuals prohibit bribes, money laundering and other corruption.
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We strictly restrict conflicts of interest.
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We strictly restrict political contributions on behalf of the Company and these policies are subject to the oversight of our Corporate Governance and Nominating Committee. The Company did not make any political contributions in 2020.
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We have a policy restricting the receipt of gifts.
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We have established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing.
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We comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals.
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We require our vendors and their subcontractors to comply with our applicable policies.
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We require our employees to be trained in, and to regularly review and acknowledge, our policies.
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We have established reporting procedures, guidelines and hotlines to facilitate the reporting of violations of our policies.
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We actively monitor and audit internal compliance with our policies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, the full Board.
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Human Capital Management and Social Engagement
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We seek to maintain a working environment that is open, diverse and inclusive, and where our people feel valued, respected, included and accountable.
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We are committed to a culture of respect and believe that all individuals should have the opportunity to excel.
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We believe a diverse and inclusive environment fosters innovation, productivity and creativity, which are critical to our success.
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We are focused on being an employer of choice for all talent, where employees can feel like they belong.
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We aim to hire and retain employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations.
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We publish employee demographics data, which is the foundation of our EEO-1 report, each year in our ESG Report.
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2019 PROXY STATEMENT

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PRINCIPAL SECURITY HOLDERS

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•
We have a human capital management program that provides extensive opportunities and programs for training to promote career and personal development for employees and to encourage innovation and engagement. Our tuition reimbursement program offers up to $5,250 per employee each year for qualified reimbursement of education or professional development costs.
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We are committed to providing compensation and benefits programs and policies that support the needs and lifestyles of our employees and their families. Our benefit programs include:
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Medical and dental insurance coverage;
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Life and disability insurance;
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Competitive vacation and leave policies; and
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401(k) matches and HSA contributions.
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•
To accommodate our workforce during the COVID-19 pandemic, we have implemented the following programs and accommodations:
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◦
Divided our workforce into two teams alternating weekly working in the office and working from home to maintain social distancing;
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Daily COVID-19 temperature screening upon entering our buildings and daily health screening questionnaire;
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Flexible work from home and sick leave policies;
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Subsidized parking and lunch for employees working in our offices; and
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Weekly COVID-19 testing of all employees working in our offices.
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Our greatest and most scarce asset is our people. We strongly believe in training and retaining talented employees and having management at many levels engage with our Board.
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Furthermore, a good relationship with the communities in which we operate is essential. We foster and encourage community engagement and volunteerism for all employees.
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Leader in Sustainability Practices
•
We have received the ENERGY STAR Partner of the Year Award with Sustained Excellence six times, most recently in 2020.
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In every year since 2013, we have received the Global Real Estate Sustainability Benchmark Green Star Ranking, and we were a Green-Star recipient in 2020.
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We have received the NAREIT Leader in the Light Award for every year since 2010.
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We are one of the largest owners of LEED-certified properties in the United States.
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Sustainability
We believe that our Company has been a leader in promoting sustainability practices. We regularly report to the Board and the Corporate Governance and Nominating Committee on our sustainability programs, and our Board and Corporate Governance and Nominating Committee play an active role in the oversight of Vornado’s sustainability practices, recognizing that sustainability and energy efficiency are central to Vornado’s business strategy. In connection with our sustainability programs, we focus on:
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Sustainable and efficient practices in the way we design, build, retrofit and maintain our portfolio of buildings. We believe that energy efficiency and resource conservation achieve the twofold benefit of controlling our operating expenses and reducing our impact on the environment.
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Maintaining healthy indoor environments for our tenants and employees and incorporating health and wellness into our design principles and operating standards.
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Recognizing climate change as a material issue to our business, due to the risks that it may present to our assets. We assess opportunities to fortify our assets against these risks while mitigating our own contribution
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to climate change through reduction of our carbon footprint. We are assessing our Company’s exposure to climate change through analysis of the potential impact of various global warming scenarios. We further assess our impact on climate change mitigation through membership in business associations in our markets and support for climate change policy and regulation.
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Smart infrastructure improvements, investing in sustainable technologies and employing best practices for building operations. We make investments in low-carbon technologies, including energy efficiency, retrofitting our buildings to rely on lower carbon sources of energy, smart building technology to optimize our energy demand, and exploratory opportunities in energy storage and renewable power.
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Establishing partnerships with our tenants and communities.
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Setting goals around our sustainability policies and reporting on our progress and achievements in our annual Environmental, Social & Governance report available on our website at www.vno.com/sustainability/overview which is not incorporated into this proxy statement.
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PRINCIPAL SECURITY HOLDERS
The following table lists the number of Shares and Units beneficially owned, as of June 14, 2019,March 22, 2021, by (i) each person who holds more than a 5% interest in the Company or our operating partnership, Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"“Operating Partnership”), (ii) Trustees of the Company, (iii) the named executive officers of the Company defined as “Named Executive Officers” in “Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, "Units"“Units” are Class A units of limited partnership interest of our Operating Partnership and other classes of units convertible into Class A units. The Company'sCompany’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2).

​Name of Beneficial Owner​​​
Address of
Beneficial Owner
​​​
Number of
Shares and Units
Beneficially
Owned(1)(2)
​​​
Percent of
All Shares(1)(2)(3)
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Percent of All
Shares and
Units(1)(2)(4)
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​Named Executive Officers and Trustees​​​​​​​​​​​​​​​​​​​​​​
​Steven Roth(5)(6)(7)​​​
   (8)
​​​​​9,417,105​​​​​​4.90%​​​​​​4.58%​​
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David Mandelbaum(5)(7)(9)​
​​​
   (8)
​​​​​8,972,534​​​​​​4.69%​​​​​​4.37%​​
​
Russell B. Wight, Jr.(5)(7)(10)​
​​​
   (8)
​​​​​5,971,291​​​​​​3.12%​​​​​​2.91%​​
​
Michael D. Fascitelli(7)(11)​
​​​
   (8)
​​​​​2,046,260​​​​​​1.07%​​​​​​1.00%​​
​
David R. Greenbaum(7)(12)​
​​​
   (8)
​​​​​583,312​​​​​​*​​​​​​*​​
​Michael J. Franco(7)​​​
   (8)
​​​​​250,363​​​​​​*​​​​​​*​​
​Joseph Macnow(7)(13)​​​
   (8)
​​​​​217,771​​​​​​*​​​​​​*​​
​Daniel R. Tisch(7)(14)​​​
   (8)
​​​​​74,862​​​​​​*​​​​​​*​​
​Glen J. Weiss(7)​​​
   (8)
​​​​​69,009​​​​​​*​​​​​​*​​
​Richard R. West(7)(15)​​​
   (8)
​​​​​48,645​​​​​​*​​​​​​*​​
​Candace K. Beinecke(7)​​​
   (8)
​​​​​35,002​​​​​​*​​​​​​*​​
​William W. Helman IV(7)​​​
   (8)
​​​​​26,851​​​​​​*​​​​​​*​​
​Beatrice Hamza Bassey(7)​​​
   (8)
​​​​​11,018​​​​​​*​​​​​​*​​
​Mandakini Puri(7)​​​
   (8)
​​​​​10,549​​​​​​*​​​​​​*​​
​
All Trustees and current executive
officers as a group (18
persons)(7)
​​​
   (8)
​​​​​16,888,615​​​​​​8.73%​​​​​​8.22%​​
​Other Beneficial Owners​​​​​​​​​​​​​​​​​​​​​​​​​​
​The Vanguard Group, Inc.(16)​​​
100 Vanguard Blvd
Malvern, PA
19355
​​​​​26,300,130​​​​​​13.74%​​​​​​12.80%​​
​Norges Bank
(The Central Bank of Norway)(17)		​​​
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway
​​​​​18,082,373​​​​​​9.44%​​​​​​8.80%​​
​BlackRock, Inc.(18)​​​
55 East 52nd Street
New York, NY
10055
​​​​​16,490,214​​​​​​8.61%​​​​​​8.03%​​
​State Street Corporation(19)​​​
One Lincoln Street
Boston, MA
02111
​​​​​10,461,064​​​​​​5.46%​​​​​​5.09%​​
​
*
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)
​ ​​ ​​​​ ​​ ​​ ​​ ​​​​

Named Executive Officers and Trustees		​ ​ ​ ​ ​ ​ ​ ​ 
​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​
Steven Roth(5)(6)(7)(8)​ ​(9)​ ​9,757,160​ ​5.08%​ ​4.77%
​ ​​​​ ​​ ​​ ​​ ​​​​ ​​
​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​
David Mandelbaum(5)(8)(10)​ ​(9)​ ​8,961,985​ ​4.70%​ ​4.39%
​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​
​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​
Russell B. Wight, Jr.(5)(8)(11)​ ​(9)​ ​5,960,742​ ​3.12%​ ​2.92%
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​
​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​
Michael D. Fascitelli(7)(8)(12)​ ​(9)​ ​2,509,032​ ​1.31%​ ​1.23%
​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​
​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​
David R. Greenbaum(7)(8)(13)​ ​(9)​ ​658,426​ ​*​ ​*
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​
Joseph Macnow(7)(8)(14)​ ​(9)​ ​293,687​ ​*​ ​*
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​
Michael J. Franco(7)(8)​ ​(9)​ ​279,173​ ​*​ ​*
​ ​​​​ ​​ ​​ ​​ ​​​​ ​​
Daniel R. Tisch(8)(15)​ ​(9)​ ​64,313​ ​*​ ​*
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​
Richard R. West(8)(16)​ ​(9)​ ​38,096​ ​*​ ​*
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​
Candace K. Beinecke(8)​ ​(9)​ ​16,664​ ​*​ ​*
​ ​​​​ ​​ ​​ ​​ ​​​​ ​​
William W. Helman IV(8)​ ​(9)​ ​5,000​ ​*​ ​*
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​
Mandakini Puri(8)​ ​(9)​ ​0​ ​*​ ​*
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​

 		​ ​ ​ ​ ​ ​ ​ ​ 
All Trustees and current executive
officers as a group (15 persons)(7)(8)		​ ​(9)​ ​17,654,289​ ​9.12%​ ​8.59%
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​

Other Beneficial Owners		​ ​ ​ ​ ​ ​ ​ ​ 
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​
The Vanguard Group, Inc.(17)​ ​100 Vanguard Blvd
Malvern, PA
19355		​ ​27,207,051​ ​14.26%​ ​13.32%
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​
BlackRock, Inc.(18)​ ​55 East 52nd Street
New York, NY
10022		​ ​16,934,287​ ​8.87%​ ​8.29%
​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​​
JPMorgan Chase & Co.(19)​ ​270 Park Avenue
New York, NY
10017		​ ​13,382,921​ ​7.01%​ ​6.55%
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​

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VORNADO REALTY TRUST

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2019 PROXY STATEMENT

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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)
​ ​​ ​​​​ ​​ ​​ ​​ ​​​​
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(21)​ ​One Lincoln Street
Boston, MA
02111		​ ​9,693,447​ ​5.08%​ ​4.75%
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​
*
Less than 1%.
​

TABLE OF CONTENTS
​​26​​​VORNADO REALTY TRUST​​
​​
(1)
(1)
Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares and Units. Numbers and percentages in the table are based on 190,812,582191,464,179 Shares and 13,378,84414,004,849 Units (other than Units held by the Company) outstanding as of June 14, 2019.March 22, 2021.
​
(2)

(2)
In April 1997, the Company transferred substantially all of its assets to the Operating Partnership. As a result, the Company conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership. The Company is the sole general partner of, and owned approximately 94%93% of the Units of, the Operating Partnership as of June 14, 2019March 22, 2021 (one Unit for each Share outstanding). Generally, any time after one year from the date of issuance (or two years in the case of certain holders), holders of Units (other than the Company) have the right to have their Units redeemed in whole or in part by the Operating Partnership for cash equal to the fair market value, at the time of redemption, of one Share for each Unit redeemed or, at the option of the Company, cash or one Share for each Unit tendered, subject to customary anti-dilution provisions (the "Unit“Unit Redemption Right"Right”). Holders of Units may be able to sell publicly Shares received upon the exercise of their Unit Redemption Right pursuant to registration rights agreements with the Company or otherwise pursuant to applicable securities laws and rules. The Company has filed registration statements with the SEC to register the issuance or resale of certain of the Shares issuable upon the exercise of the Unit Redemption Right.
​
(3)

(3)
The total number of Shares outstanding used in calculating this percentage assumes that all Shares that each person has the right to acquire within 60 days of the record date (pursuant to the exercise of options or upon(upon the redemption or conversion of other Company or Operating Partnership securities for or into Shares) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
​
(4)

(4)
The total number of Shares and Units outstanding used in calculating this percentage assumes that all Shares and Units that each person has the right to acquire within 60 days of the record date (pursuant to the exercise of options or upon(upon the redemption or conversion of Company or Operating Partnership securities for or into Shares or Units) are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
​
(5)

(5)
Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum are, directly or indirectly, the three general partners, owns 5,503,548 Shares. These Shares are included in the total Shares and the percentage of class for each of them. Messrs. Roth, Wight and Mandelbaum share voting power and investment power with respect to these Shares.
​
(6)

(6)
Includes 3,873 Shares owned by the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting power and sole investment power. Does not include 37,299 Shares owned by Mr. Roth'sRoth’s spouse, as to which Mr. Roth disclaims any beneficial interest.
​
(7)

(7)
The number of Shares beneficially owned by the following persons includes the number of Shares indicated due to the vesting of options: Steven Roth—473,321; Michael D. Fascitelli—473,321; David R. Greenbaum—194,442; Joseph Macnow—148,066; Michael J. Franco—80,906; and all Trustees and executive officers as a group—1,394,032.

(8)
The number of Shares and Units (but not the number of Shares alone) beneficially owned by the following persons also includes the number of vested and redeemable restricted units (as described below) as indicated: Steven Roth—0;83,469; David Mandelbaum—9,599;20,148; Russell B. Wight, Jr.—9,599;20,148; Michael D. Fascitelli—5,261;15,810; David R. Greenbaum—0;88,517; Michael J. Franco—27,850; Joseph Macnow—51,234; Daniel R. Tisch—19,862; Glen J. Weiss—6,793; Richard R. West—​19,540; Candace K. Beinecke—22,689; William W. Helman IV—0; Joseph Macnow—0; Michael J. Franco—0; Daniel R. Tisch—9,313; Richard R. West—8,991; Candace K. Beinecke—12,140;11,651; Beatrice Hamza Bassey—11,018; Mandakini Puri—0;10,549; and all Trustees and executive officers as a group—54,903.497,528. The number of Shares or Units beneficially owned by the following persons does not include the number of unvested or unredeemable restricted units

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    as indicated: Steven Roth—275,739;458,722; David Mandelbaum—6,584;1,345; Russell B. Wight, Jr.—6,584;1,345; Michael D. Fascitelli—6,584;1,345; David R. Greenbaum—170,393;266,094; Michael J. Franco—291,582; Joseph Macnow—197,222; Daniel R. Tisch—1,345; Glen J. Weiss—​135,850; Richard R. West—1,345; Candace K. Beinecke—1,345; William W. Helman IV—6,341; Joseph Macnow—107,461; Michael J. Franco—244,096; Daniel R. Tisch—6,584; Richard R. West—6,584; Candace K. Beinecke—6,584;0; Beatrice Hamza Bassey—0; Mandakini Puri—9,273;4,034; and all Trustees and executive officers as a group—1,451,681.1,865,270. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Outperformance Plan Units ("(“OPP Units"Units”) as indicated: Steven Roth—424,908;809,382; David R. Greenbaum—143,407; Joseph Macnow—92,949;242,747; Michael J. Franco—132,783;220,211; Joseph Macnow—156,028; Glen J. Weiss—178,535; and all Trustees and executive officers as a group—816,589.1,908,827. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Appreciation Only Long-Term Incentive Plan Units as indicated: Steven Roth—258,152;265,824; David R. Greenbaum—87,127; Joseph Macnow—56,472;​89,716; Michael J. Franco—80,67583,072; Joseph Macnow—58,150; Glen J. Weiss—43,246; and all Trustees and executive officers as a group—549,624.

(9)
682,371.
​
(8)
The address of each of such person(s) is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
​
(9)

(10)
Of these Shares, 2,909,252 are held in a partnership of which the general partner is Mr. Mandelbaum and the limited partners are Mr. Mandelbaum and trusts for the benefit of Mr. Mandelbaum and his issue. In addition, 122,002 of these Shares are held in trusts for the benefit of Mr. Mandelbaum'sMandelbaum’s grandchildren.
​
(10)

(11)
Includes 31,907 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 20,575 Shares owned by the spouse and children of Mr. Wight as to which Mr. Wight disclaims any beneficial interest.
​
(11)

(12)
The number of Shares beneficially owned by Mr. Fascitelli includes 1,400,756672,334 Shares held in a grantor annuity trust, 67,537 Shares held by a limited partnership and 105,191 Shares held in a limited liability company and does not include 3,150 Shares owned by his children as to which Mr. Fascitelli disclaims any beneficial interest.
​
(12)

(13)
Includes 49,817 Units held by a limited liability company, 200,000258,323 Units held in grantor trusts and 30,700 Shares held in a family trust. Excludes 150,000 Shares held by a limited liability corporation, 53,960 Shares and 3,040 Units held in trusts for the benefit of his children and 12,948 Units held by his spouse as to which Mr. Greenbaum disclaims any beneficial interest.
​
(13)

(14)
Excludes 3,5003,128 Shares held by Mr. Macnow'sMacnow’s spouse.
​
(14)

(15)
50,000 of these Shares are held through a foundation. Mr. Tisch maintains the right to control the vote and disposition of these Shares but disclaims any pecuniary interest therein.
​

TABLE OF CONTENTS​
​​VORNADO REALTY TRUST​​​27​​
​
 ​
​
(15)
(16)
Dr. West and his wife own 3,231 of these Shares jointly. Also included are 1,953 Shares that may be acquired upon conversion of 1,000 Series A preferred shares of beneficial interest owned by Dr. West.
​
(16)
According to an amendment to Schedule 13G filed on February 10, 2021.
​
(17)
(17)
According to an amendment to Schedule 13G filed on January 28, 2021.
​
(18)
According to an amendment to Schedule 13G filed on February 1, 2021.
​
(19)
According to an amendment to Schedule 13G filed on February 11, 2019.2021.
​
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act requires our Trustees and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership of, and transactions in, certain classes of our equity securities with the SEC. Such Trustees, executive officers and 10% shareholders are also required to furnish us with copies of all Section 16(a) reports they file.
Based solely on a review of the Forms 3, 4 and 5, and any amendments thereto, furnished to us, and on written representations from certain reporting persons, we believe that the only filing deficiency under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 2020 (or in 2021, prior to the mailing of this proxy statement) was one late filing in 2020 by Ms. Beinecke with regard to a transaction reported on a Form 4, due to a clerical error by the Company.

TABLE OF CONTENTS​​
​​28​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
COMPENSATION DISCUSSION AND ANALYSIS
​
Executive Summary
Key Compensation Highlights
Shareholder Engagement and Board Responsiveness
✓
Robust shareholder engagement, with participation by our Lead Independent Trustee, seeking input on our executive compensation program
​
(18)✓

AccordingContinued in-depth review of our compensation program, led by the Compensation Committee, with input from shareholders and our independent compensation consultant
​
Changes for 2021 and Beyond
✓
Implemented changes to our 2021 executive compensation program for 2020 performance, including reducing maximum notional amount of OPP and increasing performance measurement period to four years
​
✓
Granted a one-time waiver of the formulaic threshold components of our Annual Incentive Plan for 2020 due to the substantial, negative effects of the COVID-19 pandemic on our non-real estate businesses including Building Maintenance Services (“BMS”), our signage and parking business, tradeshows, Hotel Pennsylvania and lease terminations resulting primarily from retail tenant bankruptcies. Waiver does not apply to 2021 and upon the normalization of our variable businesses following the COVID-19 pandemic, our Compensation Committee will consider reducing the bonus pool cap of 1.75% of FFO, as adjusted, as appropriate, based on the reduction in the size of the executive team
​
Substantial Performance-Based and At-Risk Components
✓
Pay-for-performance philosophy, including 99% of CEO’s and 71% of other NEOs’ compensation in the form of equity with actual value tied to Vornado’s Share price performance
​
✓
Significant portion of long-term compensation in the form of performance-based equity that requires the achievement of significant performance hurdles to have any value
​
✓
Realized Compensation outcomes demonstrate the strong pay-for-performance alignment within our program
​
✓
Except for 2020, our annual bonus plan has a formula-driven cap and we disclose goals and results
​
✓
Metrics in our compensation program continue to align with the most important business metrics that drive value creation: FFO, NOI, and Total Shareholder Return (“TSR”)
​
Shareholder-Friendly Compensation Programs
✓
CEO required to hold equity having a value of at least 6x salary and other NEOs must hold equity with a value of at least 3x salary
​
✓
Maintain a cap on incentive compensation payouts
​
✓
Double-trigger equity acceleration upon a change of control
​
✓
No excessive retirement benefits or retirement plan (other than a 401(k))
​
✓
No excessive perquisites or benefits
​
✓
Anti-hedging and anti-pledging policies; our anti-hedging policy applies to Trustees and executive officers and covers hedging their ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares
​
✓
No tax gross-ups
​
✓
No dividends or other distributions on unearned equity awards subject to performance-based vesting (other than limited distributions on operating partnership awards for tax purposes)
​

TABLE OF CONTENTS​​​
​​VORNADO REALTY TRUST​​​29​​
​2021 PROXY STATEMENT​
Approach of this Compensation Discussion and Analysis
This Compensation Discussion and Analysis, or “CD&A,” describes our executive compensation program for 2020, including certain elements of our 2021 program and the executive compensation philosophy used by our Compensation Committee to make decisions.
We use our program to attract, retain and appropriately reward our senior executive team. This CD&A explains how the Compensation Committee made 2020 compensation decisions for the following named executive officers (the “Named Executive Officers” or “NEOs”):
•
Steven Roth, Chairman and Chief Executive Officer (our “CEO”);
​
•
Joseph Macnow, Chief Financial Officer and Chief Administrative Officer, separated from service December 31, 2020;
​
•
David R. Greenbaum, Vice Chairman, separated from service as of December 31, 2020;
​
•
Michael J. Franco, President (and, effective December 31, 2020, Chief Financial Officer); and
​
•
Glen J. Weiss, Executive Vice President—Office Leasing, Co-Head of Real Estate.
​
Under SEC rules and regulations, the “Summary Compensation Table” must report the salary paid and cash bonus earned during that year. That table also requires all equity-based awards to be reported in the year granted, even if that year is different than the year for which a grant applies. We grant annual incentive equity retrospectively—in the first quarter of a new year for the actual performance in the most recently completed year. To more accurately present our compensation information in line with how we make decisions about compensation (as described in more detail under “— Comparison of 2018-2020 Direct/Realizable Compensation”), the following discusses both the salary and bonus paid for a year and the equity granted in the following year for that year. We also present (under “— Realized Compensation Table”), the actual compensation received for 2020, 2019, and 2018. We believe Realized Compensation is helpful in evaluating the effectiveness of our compensation program.
Recent Management Changes
Effective December 31, 2020, we made the following management changes:
1.
David R. Greenbaum (age 69), executive Vice Chairman, separated from service with the Company and is now serving in a consulting role as non-executive Vice Chairman;
​
2.
Joseph Macnow (age 75), Executive Vice President, Chief Financial Officer and Chief Administrative Officer separated from service with the Company and is now serving as a Senior Advisor;
​
3.
Michael J. Franco (age 52), previously our President was appointed to also serve as our Chief Financial Officer; and
​
4.
Thomas Sanelli (age 48) was promoted to Executive Vice President—Finance & Chief Administrative Officer.
​
Three of these individuals (Messrs. Greenbaum, Macnow and Franco) are designated as NEOs for purposes of our CD&A and these four individuals listed above, together with Messrs. Roth, Chera, Langer and Weiss, comprise our senior management team (and to whom we refer in this Proxy Statement as the “Senior Executives”). We believe that these management changes are important steps in continuing our generational management succession plans and allow for a seamless transition and a significant reduction in overhead.
Neither Mr. Franco nor Mr. Sanelli received compensation increases in connection with their additional responsibilities and we did not make any one-time grants to such executives in connection therewith.
Shareholder Engagement and Board Responsiveness
At our 2020 Annual Meeting of Shareholders, our say-on-pay proposal did not receive the support of the holders of a majority of our shares. This result was well below the level of support for our prior annual say-on-pay votes. In December 2020, we implemented the following substantial compensation reductions:
•
Reduced our CEO’s Direct/Realizable Compensation by $3.0 million, or 27%, from 2019 to 2021 (based on anticipated 2021 compensation, as further described below), including a reduction in our CEO’s Direct/Realizable Compensation by $1.8 million, or 16%, from 2019 to 2020 (our CEO’s compensation was not increased between 2016 and 2019); and
​
•
Reduced the Direct/Realizable Compensation of our other NEOs by a total of $8.3 million, or 45%, from 2019 to 2021 (taking into account Messrs. Greenbaum’s and Macnow’s 2021 consulting roles and reduced compensation), including a reduction of $3.7 million, or 20%, from 2019 to 2020.
​

TABLE OF CONTENTS
​​30​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
[MISSING IMAGE: tm212374d1-bc_ceototalpn.jpg]
Direct /Realizable and Realized Compensation are calculated as described in this Compensation Discussion and Analysis section of this Proxy Statement. 2021 Total Direct /Realizable Compensation and Realized Compensation represents additional compensation reductions that the Compensation Committee and Mr. Roth have agreed to for 2021 and the equity components are calculated using the same fair-value methodology that was applied to the 2020 Direct/Realizable Compensation. The Realized Compensation for 2021 does not include the value of OPP units granted under the 2018 OPP Plan because those units did not meet the applicable performance requirements as of March 15, 2021 and, accordingly, the applicable units can no longer be earned.
Our executive compensation program is designed so that the actual Total Realized Compensation closely aligns with our actual Share performance. As the chart above demonstrates, total Direct/Realizable Compensation for our CEO decreased in 2020, compared to 2019, and his Realized Compensation is significantly lower than total Direct/Realizable Compensation for each year. Performance-based, long-term equity awards for the three-year performance periods ending in 2018, 2019 and 2020 were not earned and no such payouts were made in 2018, 2019 or 2020, demonstrating the at-risk nature of our performance-based program and its alignment with shareholder interests. In addition, the Compensation Committee and Mr. Roth have agreed to further reductions to his 2021 compensation and his OPP award that was granted in 2018 with a grant date fair value of $5.6 million did not meet the performance threshold at the March 15, 2021 measurement date and therefore was not earned.
Since our 2020 Annual Meeting, we reached out to shareholders representing more than 58% of our outstanding common shares (as of December 31, 2020) and spoke with shareholders representing more than 56% of our outstanding common shares, including those who voted against our say-on-pay proposal in 2020. Our Lead Independent Trustee participated in conversations with over half of these shareholders.
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​2021 PROXY STATEMENT​
The following table summarizes key topics discussed with shareholders during our most recent engagement, the feedback we received and the actions taken in response for 2020 and 2021:
​​​​​What we Heard​​​How we Responded​
​Pay For Performance​​​
•
Shareholders are focused on alignment of executive compensation and shareholder performance
​
​​​
•
Overall NEO Direct/Realizable Compensation was reduced from $29.6 million in 2019 (excluding one-time awards) to an expected $18.3 million in 2021, a 38% reduction, reflecting the reduced amounts payable to Messrs. Greenbaum and Macnow in 2021 for their consulting roles and no increase in 2021 compensation for Mr. Franco despite his additional role as Chief Financial Officer.
​
•
Our CEO’s compensation, as shown above, has been reduced by $3.0 million, or 27%, from 2019 to 2021
​
​
​Annual Incentive Awards​​​
•
Shareholders generally understood the rationale for the one-time waiver by the Board and Compensation Committee of the formulaic components in our annual incentive plan with respect to 2020 performance due to the significant, negative effects of COVID-19 on our variable businesses but requested clear disclosure regarding the rationale for this change and that the formulaic components of the annual incentive plan still apply in future years
​
​​​
•
Described the one-time waiver in this section of our proxy statement, including the applicable comparable FFO metrics and the negative effects of COVID-19 on our variable businesses and tenant retailer bankruptcies (e.g., J.C. Penney)
​
•
Maintained formulaic threshold comparable FFO components for 2021 annual incentive plan
​
•
Annual Incentive Awards are only one component of our overall compensation (comprising less than 15% of our aggregate 2020 NEO’s total compensation, as shown in the Summary Compensation Table) and, when setting overall compensation for the NEOs in consultation with our Compensation Consultant, our Compensation Committee evaluates the level of our overall compensation program in comparison to our peers
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​2021 PROXY STATEMENT​
​​​​​What we Heard​​​How we Responded​
​Performance-Based, Long-Term Incentive Awards​​​
•
Investors broadly supported the OPP Awards granted in 2020 for 2019 performance
​
​​​
•
Granted OPP awards again in January 2021 for 2020 performance and made two changes to better align pay and performance:
​
•
Increased performance measurement period to four years from three years
​
•
Reduced maximum notional amount of OPP awards from $35 million to $30 million
​
​
​Disclosure​​​
•
Shareholders encouraged proxy statement disclosure of:
​
•
Board diversity
​
•
Board Refreshment progress
​
•
Political Contributions
​
•
Modifications to 2020 compensation as a result of the COVID-19 pandemic
​
•
Direct/Realizable vs. Realized Compensation disclosure and shareholder alignment
​
•
Board’s response to the 2020 say-on-pay vote outcome
​
​​​
•
Added disclosure on Board diversity, ongoing Board refreshment efforts and political contributions
​
•
Enhanced disclosure regarding 2020 compensation reductions and modifications relating to COVID-19 pandemic
​
•
Continued disclosing total Realized Compensation relative to Direct/​Realizable Compensation to showcase the strong alignment of pay with performance
​
•
Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design
​
​
​ESG​​​
•
Emphasized the importance of continued disclosure on sustainability matters, including reporting in accordance with SASB and TCFD
​
•
Encouraged designating a Board committee as responsible for direct oversight of climate risk
​
•
Supported continued disclosure of Equal Employment Opportunity Commission (EEO) statistics and employee benefits
​
​​​
•
2020 ESG Report includes extensive information on our (i) sustainability measures and plans, including disclosures in accordance with SASB and TCFD preliminary scenario analysis and (ii) 2020 EEO statistics on employee demographics across the Company and at management levels
​
•
Board delegated to the Corporate Governance and Nominating Committee the specific oversight responsibility for climate risk matters, in addition to its oversight of ESG matters
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Significant Compensation Reductions
As a result of the ongoing impact of the COVID-19 pandemic on our business, effective April 1, 2020, our Trustees and senior executives agreed to the following compensation reductions for the remainder of 2020:
•
Our Chairman and CEO, Mr. Roth, waived 50% of his annual base salary;
​
•
Mr. Franco, our President during 2020 (and, effective December 31, 2020, also Chief Financial Officer), Mr. Greenbaum, our executive Vice Chairman during 2020, and Mr. Macnow, our Chief Financial Officer and Chief Administrative Officer during 2020, each waived 30% of their respective annual base salaries;
​
•
Mr. Weiss and Mr. Langer, Co-Heads of Real Estate, and Mr. Chera, Executive Vice President—Head of Retail, each waived 15% of their respective base salaries; and
​
•
Each non-management member of our Board waived his or her $75,000 annual cash retainer.
​
In connection with our $35 million annual overhead reduction program announced in December 2020, our senior management agreed to significant compensation reductions for 2020 and to further significant reductions for 2021. Our NEOs’ Direct/Realizable Compensation that the Compensation Committee anticipates granting for 2021 was reduced from their corresponding 2019 levels by the following amounts and percentages:
•
Mr. Roth:   $3.0 million, or 27%, aggregate reduction, comprised of a $1.8 million, or 16%, reduction from 2019 to 2020 and a further $1.2 million, or 11%, reduction for 2021;
​
•
Mr. Macnow:   $3.1 million, or 76%, aggregate reduction, comprised of a $900,000, or 22%, reduction from 2019 to 2020 and a further $2.2 million, or 54%, reduction, from 2020 to 2021 (Mr. Macnow’s 2021 compensation is for his senior advisor consulting role and based on the terms of his consulting agreement);
​
•
Mr. Greenbaum:   $3.5 million, or 64%, aggregate reduction, comprised of a $1.1 million, or 21%, reduction from 2019 to 2020 and a further $2.4 million, or 43%, reduction from 2020 to 2021 (Mr. Greenbaum’s 2021 compensation is for his consulting role and based on the terms of his consulting agreement);
​
•
Mr. Franco:   $1.2 million, or 24%, reduction (excluding his receipt of a one-time grant of restricted units in 2019), notwithstanding his increased responsibilities as Chief Financial Officer; and
​
•
Mr. Weiss:   $400,000, or 12%, reduction (excluding his receipt of a one-time grant of restricted units in 2019), notwithstanding his execution of the two largest New York City leases during 2020 with Facebook and New York University.
​
Commitment to 2021 Compensation Program Enhancements
We believe that we made significant progress in addressing shareholder concerns with our executive compensation changes, taking into consideration the management changes and significant compensation reductions, and will continue to evaluate potential adjustments going forward. To emphasize our focus on aligning executive compensation with shareholder interests, we are committed to evaluate further modifications to our executive compensation program based on feedback provided in our dialogue with shareholders. Our goal is to create a consistent executive compensation structure that is transparent, goal-oriented and linked to objective results, and that reflects evolving best practices. In doing so, we will continue to maintain a compensation program that encourages long-term focus with compensation outcomes that are at-risk and aligned with performance.
2020 Business Highlights
During 2020, our business faced substantial challenges from the COVID-19 pandemic. Our performance was adversely affected by decreases in revenues from our cleaning and maintenance services, signage, parking and tradeshow businesses, Hotel Pennsylvania closure and lease terminations resulting primarily from retail tenant bankruptcies. While our business was adversely affected by the COVID-19 pandemic during 2020, we nevertheless made significant progress executing on our goals and positioning Vornado for future growth, accomplishing the following strategic initiatives:
•
We continued to advance the redevelopment of the PENN District, positioning our Company to capitalize on the enormous opportunity we have on the West Side of Manhattan, including:
​
•
Completing the largest lease in New York in 2020 with Facebook for all 730,000 square feet (694,000 at our share) of the office portion at our Farley property. The first phase of Facebook space was delivered in January 2021 and the remainder will be delivered later in 2021.
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•
Finalizing our agreement with the MTA to oversee the redevelopment of the Long Island Rail Road Concourse, within the footprint of PENN 1. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space.
​
•
In December 2020, the Moynihan Train Hall opened to the public, further cementing PENN as the transportation center of New York. We, together with our partners, the Related Companies and Skanska Moynihan Train Hall Builders, redeveloped the Moynihan Train Hall.
​
•
Continued progress on the redevelopment of PENN 1 (2.5 million square feet) and PENN 2 (1.8 million square feet), including unique architectural design and amenities on top of New York’s main transportation hub—the largest rail hub in North America.
​
•
During 2020, despite a significant decrease in leasing activity generally due to the COVID-19 pandemic, we were able to lease 2.2 million square feet in 54 separate leasing transactions in our New York Office portfolio. Our initial rents were strong at $89.33 per square foot and the average term of these leases was 14.4 years, with positive mark-to-markets of 11.0% GAAP and 4.6% cash. This includes the 730,000 square feet (694,000 at our share) new Facebook lease at Farley Office and 633,000 square feet (348,000 at our share) for the New York University long-term renewal at One Park Avenue, the two largest New York City leasing deals in 2020.
​
•
During 2020, we closed on the sale of 35 condominium units at 220 CPS for net proceeds of $1.05 billion resulting in a financial statement net gain of $381.3 million. From inception of the 220 CPS project to December 31, 2020, we closed on the sale of 100 units for net proceeds of $2.9 billion resulting in cumulative financial statement net gains of $1.1 billion.
​
•
Sustainability—In 2020, we were recognized by NAREIT as a Leader in the Light (11 years running), we achieved ENERGY STAR Partner of the Year with Sustained Excellence (sixth time with this distinction) and we earned accolades from the Global Real Estate Sustainability Benchmark (eighth year with “Green Star” Ranking, top quintile of performers, and an “A” grade for our public disclosure). We were cited as the industry model with our innovative approach to having our ESG Report assured by a third party and furnishing it to the SEC.
​
Executive Compensation Philosophy
Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.
The objectives of the program include:
​
RETAIN a highly experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and who make major contributions to our success.
​
​ATTRACT other highly qualified executives to strengthen that team as needed.​
​
MOTIVATE our executives to contribute to the achievement of company-wide and business-unit goals as well as to pursue individual goals.
​
​
EMPHASIZE equity-based incentives with long-term performance measurement periods and vesting conditions.
​
​
ALIGN the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.
​
​
ACHIEVE an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.
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​2021 PROXY STATEMENT​
The following shows the 2020 pay mix for our CEO. 99% of his total Direct/Realizable 2020 Compensation is variable and subject to Company performance. For our 2021 performance-based equity award (granted for 2020 performance), our OPP awards have four-year performance periods.
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Compensation Components
Our Named Executive Officers’ compensation currently has three primary components:
•
annual base salary, which includes cash payments or equity in lieu thereof;
​
•
annual incentive award, which includes cash payments and/or equity in lieu thereof; and
​
•
long-term equity incentive, which includes restricted units and long-term incentive performance awards.
​
The overall compensation levels and allocation among these components are determined annually by our Compensation Committee considering the Company’s performance during the year and a review of the competitive market for executive talent. Historically, most of the total compensation for our CEO has been in long-term equity awards. These longer-term, equity-based awards reflect the Compensation Committee’s desire to directly align management and shareholder interests and to provide incentives to successfully implement our long-term strategic objectives.

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The compensation program for our Senior Executives is described in the table below. Importantly, each component of compensation is subject to a cap.
​PAY ELEMENT​​​COMPENSATION
TYPE		​​​OBJECTIVE AND KEY FEATURES​
​Base Salary​​​Cash​​​
Objective: To provide appropriate fixed compensation that will promote executive retention and recruitment
Key Features/Actions:
•
Fixed Compensation
​
•
No more than $1,000,000 in salary
​
•
“Same Store” NEO base salaries remain unchanged since 2008
​
​
​Annual Incentive Awards​​​Short-Term Variable Incentive Cash and/or 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. All or a portion of earned annual awards is typically in restricted equity to further align executive’s interests with shareholders.
Key Features/Actions:
•
Variable, short-term compensation awards
​
•
Aggregate pool only funded upon the achievement of a threshold level of FFO, as adjusted, a key operating metric in the REIT industry (waived for 2020 due to COVID-19 pandemic)
​
•
Aggregate pool capped at 1.75% of FFO, as adjusted (waived for 2020 due to COVID-19 pandemic)
​
•
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
​
​
​Annual Restricted Equity Grants​​​Long-Term Variable Incentive Equity​​​
Objective: To align executive and shareholder interests, promote retention with multi-year vesting and provide stable long-term compensation.
Key Features/Actions:
•
Aligns executive and shareholder interests
​
•
Vest ratably over four years
​
•
Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value
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​2021 PROXY STATEMENT​
​PAY ELEMENT​​​COMPENSATION
TYPE		​​​OBJECTIVE AND KEY FEATURES​
​Outperformance Plan (awarded in 2021 for 2020 performance, 2020 for 2019 performance and 2018 for 2017 performance)​​​Long-Term Variable Incentive At-Risk Equity​​​
Objective: To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for superior and sustained TSR performance based on rigorous absolute and relative hurdles.
Key Features/Actions of 2021 OPP:
•
Only provides value to our executives upon the creation of meaningful shareholder value above specified hurdles over a four-year performance period
​
•
four-year measurement period (increased from three-year measurement period in 2020 OPP) and subject to a maximum plan value of $30 million for grants in 2021 for 2020 performance, a decrease from maximum plan value of $35 million for grants in 2020 for 2019 performance
​
•
Under the Absolute TSR component of the 2021 OPP, the Company must achieve a return in excess of 28% (or 7% per annum) for OPP Units to earn any value
​
•
Under the Relative TSR Component, the Company must achieve a return above an applicable industry index or indices (the “Index”) for OPP Units to earn any value. OPP Units awarded in 2021 used the SNL US Office REIT Index (80%) and the SNL US Retail REIT Index (20%)
​
•
Under the Relative TSR Component, to the extent the Company underperforms the Index by more than 800 basis points (or 200 basis points per annum), the Absolute TSR Component payout, if any, is reduced with a maximum payout of 50%
​
•
The Relative TSR Component value is reduced if the Absolute TSR is below 2% per annum with a maximum payout of 50% of the awards if the Absolute TSR is less than 0%
​
•
50% of the earned payouts vest at the end of the performance measurement period and the remaining 50% vest on the one-year anniversary of the end of the performance period. Earned payouts are also subject to an additional one-year holding period following vesting
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Pay Mix
We believe that the executive team’s compensation should be tied to Company goals. 99% of the Chief Executive Officer’s 2020 compensation and 83% of the other NEOs’ compensation is tied to performance. Approximately 44% of our Chief Executive Officer’s 2020 compensation and 26% of the other NEOs’ compensation are dependent on the achievement of objective performance criteria. The charts below reflect the pay mix of our CEO and other NEOs.
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How Pay Aligns with Performance
2020 Performance Metrics Considered
For 2020 compensation, among the factors considered, both objectively and subjectively, were the changes in the Company’s results during the year (NOI at share, FFO and FFO, as adjusted), our TSR for the year, and the factors mentioned below. The decreases in 2020 compensation for Named Executive Officers, and the further decreases for 2021, were based, in part, upon these factors. “NOI” ​(or Net Operating Income) means total revenues less operating expenses. “FFO” means funds from operations as defined by NAREIT. “FFO, as adjusted,” means FFO as adjusted to exclude non-comparable gains and losses, impairments and non-real estate related items. Each of these metrics are presented in our regular annual and quarterly reports with reconciliations to the most comparable metric presented in accordance with GAAP. Although they are non-GAAP metrics, we use them in making compensation decisions because they facilitate meaningful comparisons in operating performance between periods and among our peers. TSR means our total shareholder return (including dividends) for a given period.
Key Year-Over-Year Comparisons
Our TSR for 2020 was (40.5)% while that of our NY REIT Peers (comprised of SL Green Realty Corp., Empire State Realty Trust and Paramount Group, Inc.) was (29.2)% and that of the FTSE Nareit Office Index was (18.4)%. For 2020, we decreased each of our NEOs’ total Direct/Realizable Compensation as reflected in the “Direct/​Realizable Compensation Table.” In addition, as shown in the “Realized Compensation Table,” in 2020, our CEO’s total Realized Compensation was 56% of his total Direct/Realizable Compensation reflecting alignment with shareholder returns. The same is the case for our other NEOs where the average of the total Realized Compensation was 74% of the average of their total Direct/Realizable Compensation.
Key Considerations
We operate in a highly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining compensation levels for 2020, our Compensation Committee did not attribute a numeric weight to any one factor, but sought to find a balance among (i) appropriately recognizing the significant operational achievements during the year, particularly in light of the very difficult operating environment resulting from the COVID-19 pandemic, (ii) maintaining total compensation levels in line with the

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competitive market for executive talent and at a level adequate to address our recruitment and retention needs and (iii) maintaining a balanced program to foster alignment of management and shareholder interests consistent with evolving market “best practices” as well as views of our shareholders.
How We Determine Executive Compensation
Our Compensation Committee, comprised solely of independent Trustees, determines compensation for our Named Executive Officers and other Senior Executives. Our Compensation Committee exercises independent judgment on executive compensation and administers our equity incentive programs, including reviewing and approving equity grants under our Omnibus Share Plan (as may be, or may have been amended, the “Omnibus Plan”). Our Compensation Committee operates under a written charter adopted by the Board, which is available on our website (www.vno.com/governance/committee-charters).
In connection with the adverse effect that the COVID-19 pandemic had on our business, our Board and Compensation Committee implemented major changes for the 2020 and 2021 compensation programs as part of a $35 million annual overhead reduction program, including the following:
•
Reduced our CEO’s Direct/Realizable Compensation by $3.0 million, or 27%, from 2019 to 2021 (based on anticipated 2021 compensation, as described herein), including a reduction in our CEO’s Direct/Realizable Compensation by $1.8 million, or 16%, from 2019 to 2020 (our CEO’s compensation was not increased between 2016 and 2019);
​
•
Reduced the Direct/Realizable Compensation of our other NEOs by a total of $8.3 million, or 45%, from 2019 to 2021 (taking into account Messrs. Greenbaum’s and Macnow’s 2021 consulting roles and reduced compensation), including a reduction of $3.7 million, or 20%, from 2019 to 2020;
​
•
No annual compensation increases were provided to employees for 2020 performance;
​
•
Reduced compensation for certain employees making over $250,000 per year, comprised of an aggregate of $12 million of reductions for the Senior Executives and $4 million of reductions for other employees; and
​
•
Implemented a 70-person reduction in force reducing the annual compensation run-rate by $14 million.
​
We make our compensation decisions in the first quarter of a year. These decisions cover the prior year’s performance and contributions. In addition, in the first quarter of a fiscal year, we establish that year’s performance threshold for our short-term annual incentive program.
Our compensation decisions are based primarily upon our assessment of each executive’s leadership, operational performance and potential to enhance long-term shareholder value. For our CEO, this assessment is made by the Compensation Committee. For our other Named Executive Officers, this assessment is initially made by our CEO subject to the review and approval of the Compensation Committee. Our annual, short-term incentive program provides for a minimum performance threshold for, and a cap on, a bonus pool for annual incentive awards to our senior executive team. Key factors we consider when making compensation decisions include: actual performance compared to the financial, operational and strategic goals established for the Company or the executive’s operating division; the nature, scope and level of responsibilities; contribution to the Company’s financial results, particularly on metrics such as NOI at share, FFO, FFO, as adjusted, and TSR for the year; contribution to the Company’s sustainability efforts; contribution to the Company’s COVID-19 response generally as well as its collection percentages from tenants during the pandemic; and contribution to the Company’s commitment to corporate responsibility, including success in creating a culture of unyielding integrity and compliance with applicable laws and our ethics policies. These factors may be considered on an absolute and/or relative basis with respect to other companies or indices.
In determining individual pay levels, we also consider each executive’s historical compensation, the value of an executive’s equity stake in the Company, the appropriate balance between incentives for long-term and short-term performance and the compensation paid to the executive’s peers within the Company. We also consider competitive market compensation paid by other companies that operate in our business or that compete for the same talent pool, such as other S&P 500 REITs, other real estate companies operating in our core markets and, in some cases, investment banking, hedge fund and private equity firms. However, we do not formulaically tie our compensation decisions to any particular range or level of total compensation paid to executives at these companies. Furthermore, we consider the actual Realized Compensation historically received by our management in determining whether our compensation program meets our goals of alignment with shareholder interests.

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In addition, we encourage alignment with shareholders through equity-based compensation. We apportion incentive awards in order to provide the appropriate incentives to meet our compensation objectives both individually and in the aggregate for executives and other employees. Typically, our CEO receives a higher proportion of his compensation in equity than other Named Executive Officers who, in turn, receive a higher proportion in equity than our other employees. We regularly review our compensation program to determine whether we have given the proper incentives to our Named Executive Officers to deliver superior performance on a cost-effective basis and for them to continue their careers with us.
Role of the Corporate Governance and Nominating Committee, the Compensation Committee, and the CEO
The Corporate Governance and Nominating Committee is responsible for evaluating potential candidates for Chairman and CEO, and for overseeing executive succession plans. The Compensation Committee (1) reviews and approves the compensation of our executive officers and other employees whose total cash compensation exceeds $200,000 per year, (2) oversees the administration and implementation of our incentive compensation and other equity-based awards, and (3) regularly evaluates the effectiveness of our overall executive compensation program.
The Compensation Committee oversees the compensation program for our CEO and our other Named Executive Officers. The Compensation Committee evaluates CEO performance and sets his compensation. Our CEO and the Compensation Committee together assess the performance of other senior executives and our Compensation Committee determines their compensation, based on the initial recommendations of our CEO. The other NEOs do not play a role in determining their own compensation, other than discussing individual performance objectives with our CEO.
In support of these responsibilities, members of our senior executive team, along with other senior executives, have the initial responsibility of reviewing the performance of the employees reporting to them and recommending compensation for those employees.
Role of Compensation Consultants
Until January 2021, our Compensation Committee retained Willis Towers Watson Public Limited Company (“Willis Towers Watson”) as its independent compensation consultant to provide the Compensation Committee with relevant data concerning the marketplace and our peer group as well as its own independent analysis and recommendations concerning executive compensation. Willis Towers Watson regularly participated in Compensation Committee meetings and provided analysis and recommendations with respect to our 2020 compensation. Our Compensation Committee was authorized by the Board to set Willis Towers Watson’s compensation and to replace Willis Towers Watson as its independent outside compensation consultant or hire additional consultants at any time. Prior to the 2016 merger of Towers Watson & Co. with Willis Group, Willis Group had provided us with insurance-related services including services to our captive insurance company. Willis Towers Watson has continued to provide us with such insurance-related services. In 2020, we paid Willis Towers Watson approximately $467,000 in fees for such services and $153,000 for compensation-related services. The Compensation Committee assessed the independence of Willis Towers and the NYSE listing standards and concluded that no conflict of interest existed that would prevent Willis Towers Watson from independently advising the Compensation Committee. The Compensation Committee regularly assesses the independence of its compensation consultants.
For 2020 compensation decisions, Willis Towers Watson prepared, among other reports, an analysis of compensation levels and performance at the following companies that it identified as peer companies within the context of the executive pay philosophy of the Compensation Committee: Alexandria Real Estate Equities, Inc.; Boston Properties, Inc.; Equity Residential; Healthpeak Properties, Inc.; Host Hotels & Resorts, Inc.; Kilroy Realty Corporation; Kimco Realty Corporation; Prologis, Inc.; Public Storage; Simon Property Group, Inc.; SL Green Realty Corp.; Ventas, Inc.; Welltower, Inc.; and W.P. Carey Inc. Our Compensation Committee has elected to use the foregoing executive compensation peer group, because the competitive landscape in which we compete for investment capital and executive talent is comprised of other publicly traded REITs as well as real estate operating companies. Additionally, as many of our competitors in the markets in which we operate, particularly with respect to our New York division, are asset managers not structured as REITs and private entities such as real estate opportunity funds, sovereign wealth funds and pension funds, among others, our Compensation Committee, from time to time, has also considered compensation levels and trends among our non-public competitors as obtained from surveys and other proprietary data sources.

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​2021 PROXY STATEMENT​
Consistent with prior years, the Compensation Committee reviewed and discussed the analyses prepared by Willis Towers Watson and determined that the analyses were useful in indicating that the compensation opportunities awarded to executive officers are in line with the prevailing competitive market. Furthermore, Realized Compensation metrics align with the performance of the Company and the shareholder value created.
In January 2021, the Compensation Committee elected not to renew the engagement of Willis Towers Watson. The Compensation Committee has engaged the services of FTI Consulting, Inc., as a compensation consultant, for 2021 compensation. Prior to such engagement, FTI Consulting, Inc. provided services to the Company, assisting with gathering and presenting third-party data used in determining industry- or market-specific results.
Analysis of Risk Associated with Our Executive Compensation Program
Our Compensation Committee has discussed risk as it relates to our executive compensation program and the Compensation Committee does not believe our program encourages excessive or inappropriate risk-taking for the reasons stated below.
We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or Share price performance.
The variable elements of compensation encourage and reward both short- and long-term corporate performance. For short-term performance, annual incentives are based on the formulaic funding of our annual incentive pool and assessments of performance during the prior year. For long-term performance, awards generally vest over three, four or five years. Awards of OPP Units, Performance Conditioned AO LTIP Units, AO LTIP Units or options have value only if our Share price increases over time. Awards of restricted units can be redeemed for Shares only if our Share price increases over time. Awards of restricted units require a two-year holding period (regardless of vesting). For OPP awards, we require our Named Executive Officers to hold the equity received on earned and vested awards for one additional year after they have vested. We and our Compensation Committee also believe that the mix of formulaic criteria and a non-formulaic evaluation of historic performance provides an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not reflect the long- or short-term results of the Company as a whole.
As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to manage the Company for the long-term, (ii) avoiding disproportionately large, short-term incentives that could encourage the taking of risks, (iii) requiring our executives to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria rather than focusing on a singular metric that may encourage unnecessary risk-taking. This combination of factors encourages our executives to manage the Company prudently.
Elements of Our Compensation Program
Annual Base Salary
Base salaries are established based on the scope of responsibilities, taking into account the compensation paid by other companies as well as salaries of peers within the Company. Consistent with our pay-for-performance philosophy, annual base salary is a relatively low percentage of total compensation. There were no increases in our Named Executive Officers’ base salary levels for 2020 and there have not been any increases in our “Same Store” NEO’s base salary levels since 2008.
For each of 2020 and 2019, Mr. Roth elected to receive 80% of his annual base salary in restricted units (scheduled to vest pro rata over the applicable year).
Annual Incentive Awards
Our Compensation Committee has established a short-term incentive program for the senior executive team that typically formulaically ties a maximum award pool to achieving a level of FFO, as adjusted, of at least 80% of the prior year. The Company believes FFO, as adjusted, is one of the key operating metrics within the REIT industry and a primary driver of long-term TSR performance. We use FFO, as adjusted, as the primary metric for our annual incentive awards rather than total FFO. FFO, as adjusted, excludes the impact of certain non-recurring

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items, such as gains on the sale of non-depreciable property, non-cash impairment losses, income or loss from discontinued operations and sold properties, gains and losses from the early extinguishment of debt and restructuring costs, among others, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management’s performance. Under our annual compensation program, participants have the ability to earn annual cash incentive payments and/or equity awards if and only if FFO, as adjusted, is at least 80% or more of the prior year’s comparable FFO, as adjusted. Moreover, even if the Company does achieve the stipulated FFO, as adjusted, performance requirement, the Compensation Committee retains the right, consistent with best practices, to elect to reduce or make no payments under the program. Given the substantial, negative effects of the COVID-19 pandemic on our non real-estate businesses including BMS, our signage and parking business, tradeshows, Hotel Pennsylvania and lease terminations resulting primarily from retail tenant bankruptcies, our 2020 FFO, as adjusted, was approximately 72.5% of our 2019 FFO, as adjusted. Recognizing the unique, unexpected one-time nature of the items noted above due to the COVID-19 pandemic and that such effects were external, market-driven effects outside of our management team’s control, our Compensation Committee and Board approved a one-time waiver to the 80% of FFO, as adjusted, requirement and authorized an aggregate $9,450,000 of annual incentive awards to our eight Senior Executives.
For 2020, our Compensation Committee initially established a cap for the aggregate pool of the bonuses to the Senior Executives at 1.75% of FFO, as adjusted. The above-mentioned $9,450,000 of annual incentive awards, the same amount that was granted in 2019, notwithstanding the increase in the Senior Executives pool from seven to eight persons in 2020, comprised approximately 1.96% of 2020 FFO, as adjusted. The Compensation Committee also waived the 1.75% cap for 2020 only, but the 1.75% cap and the requirement that FFO, as adjusted, be at least 80% or more of the prior year’s comparable FFO, as adjusted, for payment of annual cash incentive payments will apply for 2021.
In future years when our variable businesses stabilize following the COVID-19 pandemic, given the separations from service of Messrs. Greenbaum and Macnow, our Compensation Committee will consider an appropriate reduction in the cap on the size of the annual incentive plan bonus pool.
Individual award allocations are determined by the Compensation Committee from an assessment of individual and Company performance. Performance criteria used when determining awards include, among others, the following:
•
TSR, both on an absolute basis and relative to the performance of the peer group and the REIT industry;
​
•
Leasing performance and occupancy levels;
​
•
Capital markets performance and maintenance of a strong balance sheet;
​
•
Same store NOI at share;
​
•
FFO and FFO, as adjusted;
​
•
Implementation and achievement of goals, including expense control and adherence to budget, COVID-19 response, tenant collections and sustainability initiatives; and
​
•
Achievement of business unit and/or departmental objectives.
​
Any awards under the annual incentive program are payable in cash and/or equity awards, generally in the first quarter of each year for the prior year’s performance.
For annual incentive awards paid in 2021 (for 2020 performance), Messrs. Roth, Greenbaum and Macnow received all of their awards in restricted units which were vested upon grant and Mr. Franco elected to receive half of his award in restricted units which vest one year from the date of grant, and in each case may not be redeemed for Shares for two years.
Long-Term Equity Incentives
Compensation is typically awarded in long-term equity issued under our Omnibus Plan through performance-based awards, such as those under our OPP Units or Performance Conditioned AO LTIP Units, and grants of time-based restricted units. Equity awards link compensation directly to the performance of our Share price. We believe this encourages our NEOs to make business decisions with an ownership mentality. Our NEOs were awarded OPP Units and time-based restricted units on a 50/50% basis for 2020 performance. Other employees

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received awards of time-based restricted units for 2020 performance. There were no Performance Conditioned AO LTIP Units awards for 2019 or 2020 performance. Our long-term equity programs were developed with input of FTI Consulting, Inc. (a compensation consultant retained by the Company) and Willis Towers Watson.
Description of Awards:
OPP Awards. We awarded OPP Units in 2021 for 2020 performance, in 2020 for 2019 performance and in 2018 for 2017 performance. These awards were made to the Senior Executives and certain other members of our management team. The 2021 OPP awards are earned over a four-year period, and, if earned, vest 50% in 2025, at the end of the four-year period, and 50% in 2026. The awards provide for immediate cancellation if the executive voluntarily leaves or is terminated for cause (and, in either case, such person is no longer providing services to the Company, excluding certain outstanding awards held by retirement eligible executives over the age of 65. Furthermore, we require our Senior Executives to hold earned and vested awards for one additional year after they have vested.
Our OPP is designed to provide compensation in a “pay-for-performance” structure. Awards under the OPP are a class of units (collectively referred to as “OPP Units”) of the Company’s Operating Partnership, Vornado Realty L.P. If the specific performance objectives of the OPP are achieved, earned OPP Units become convertible into Class A common units of the Operating Partnership (and ultimately into Shares) following vesting, and their value fluctuates with changes in the value of our Shares. If the performance objectives are not met, the OPP Units are cancelled. Generally, unvested OPP Units are forfeited if the executive leaves the Company. OPP Units are intended to also provide recipients with more favorable income tax attributes than grants of Shares. Under our 2021 OPP, participants have the opportunity to earn compensation payable in equity if we outperform a predetermined TSR and/or outperform the market on relative TSR over a four-year performance period measured at the end of the fourth year. Awards under our 2021 OPP may be earned if the Company (i) achieves a TSR above that of an industry index or indices over a four-year period (the “Relative Component”), and/or (ii) achieves a TSR level greater than 28% (over the four-year performance period) (the “Absolute Component”). For the 2021 OPP Plan (awarded for 2020 performance), we used a combination of the SNL Office Index (80%) and the SNL Retail Index (20%) for the Relative Component. To the extent awards would be earned under the Absolute Component, but the Company underperforms the Index by more than a specified margin, awards earned under the Absolute Component would be reduced based on the degree to which the Company underperforms the Index with the maximum payout being 50% under the Absolute Component. If the Company outperforms the Index, but awards would not otherwise be earned under the Absolute Component, awards may still be earned under the Relative Component. Moreover, to the extent awards would otherwise be earned under the Relative Component but the Company fails to achieve at least a 2% per annum absolute TSR level, awards earned under the Relative Component would be reduced. If the TSR is less than 0% the maximum payout is 50% of the total award regardless of relative performance. If the performance objectives are achieved, 50% of the OPP Units underlying a given award remain subject to time-based vesting for one additional year. This creates a five-year retention period (plus the additional one-year holding period for Executives) for participants. Holders will continue to bear the same Share price and total return risk as our shareholders and have the same “book-up” requirements as apply to Restricted Units and which are described below. Dividend payments on OPP Units issued accrue during the performance period and are paid to participants if awards are ultimately earned.
Performance Conditioned AO LTIP Units:   “Performance Conditioned AO LTIP Units” are AO LTIP Units that require the achievement of performance conditions by a specified date or they are forfeited. Performance Conditioned AO LTIP Units were only awarded in 2019 (for 2018 performance) and have been awarded only to our Senior Executives. The performance condition for Performance Conditioned AO LTIP Units granted in 2019 is that, prior to the fourth anniversary of grant, the Company’s Shares must trade (for 20 consecutive trading days) at a price at least 110% of the price per Share on the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from grant. As of the date of this proxy statement, the performance condition for the Performance Conditioned AO LTIP Units granted in 2019 has not been satisfied.
Restricted Shares and Units.   “Restricted shares” are grants of Shares issued under our Omnibus Plan that generally vest in three or four equal annual installments beginning approximately one year after grant. “Restricted units” are grants of limited partnership interests in Vornado Realty L.P. under our Omnibus Plan. These units generally vest in three or four equal annual installments beginning approximately one year after grant

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and include a two-year holding requirement. Vested restricted units are exchangeable on a one-for-one basis into Vornado Realty L.P.’s Class A common units under certain circumstances, which principally include the requirement that certain tax “book-up” events for Vornado Realty L.P. have occurred whereby sufficient book gain has been specially allocated to the restricted units so that they have the same per unit capital account value as Class A common units. In addition to the limitation on exchangeability, the ability to receive the same liquidation value as Class A common units also is dependent on sufficient amounts of book gain being specially allocated to the restricted units. Book gain is only eligible to be specially allocated to the capital account of a restricted unit on a book-up event to the extent aggregate book gain exceeds aggregate book loss since the issuance of the restricted unit, which generally corresponds to appreciation in the value of the assets of Vornado Realty L.P. during such period. During the restricted period, each restricted share or restricted unit entitles the recipient to receive payments equal to the dividends on one Share.
Our Compensation Committee believes that restricted units are a key component of our long-term incentive program because they offer recipients a long-term incentive that is similar to restricted shares with more favorable U.S. federal income tax treatment under current law. We believe that the use of restricted units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by our management, (iii) not adversely impacted dilution as compared to restricted shares, and (iv) further aligned the interests of our management with the interests of our shareholders.
In light of the significant, adverse impact that the COVID-19 pandemic has had on our business and our share price, and to enhance the retentive effect of certain of our previously granted restricted units, during 2020, our Compensation Committee made a one-time amendment to the “income tax book-up” Share price required to be achieved with respect to certain of our restricted units granted between 2015 and 2020 to 92 of our senior officers and other managers, including our NEOs. The amended “income tax book-up” price is approximately $40 per Share and represents the price per Share that must be achieved for the restricted units to be exchangeable into Class A common units. As of the date of this proxy statement, because no “income tax book-up” event has occurred, such amended “income tax book-up” price has not resulted in the restricted units being exchangeable into Class A common units. This change did not result in a repricing of the restricted units, the number of restricted units awarded did not change, the decline in economic value of the units from the date of grant did not change and the one-for-one exchange ratio of the existing restricted units for Class A common units was not altered. Thus, there was no change in the value that an employee would realize upon receiving Shares in exchange for restricted units and therefore no additional dilution to shareholders. Vesting provisions were not modified and NEOs were required to agree to a new two-year holding requirement with respect to their amended restricted units. These amendments, for our NEOs, relate to 109,165 restricted units granted to Mr. Roth, 54,007 restricted units granted to Mr. Macnow, 113,350 restricted units granted to Mr. Franco, 87,148 restricted units granted to Mr. Greenbaum and 37,084 restricted units granted to Mr. Weiss, and resulted in an aggregate increase in the incremental fair value of those restricted units for accounting purposes of $121,212 for Mr. Roth, $83,818 for Mr. Macnow, $84,278 for Mr. Franco, $153,597 for Mr. Greenbaum and $11,078 for Mr. Weiss. No amendments were made to the terms of our previously granted AO LTIP Units, OPP awards or Performance Conditioned AO LTIP Units.
Nonqualified Deferred Compensation Plans
We maintain two nonqualified deferred compensation plans, the Vornado Realty Trust Nonqualified Deferred Compensation Plan (“Plan I”) and the Vornado Realty Trust Nonqualified Deferred Compensation Plan II (“Plan II”). Plan I and Plan II are substantially similar, except that Plan II, which applies to deferrals on and after January 1, 2005, is designed to comply with the restrictions of Section 409A of the Internal Revenue Code.
Employees having annual compensation of at least $200,000 can participate in Plan II, provided they are “accredited investors” under securities laws. Members of our Board of Trustees are also eligible to participate. To participate, an individual must make an irrevocable election to defer at least $20,000 of compensation (whether cash or equity) per year. Participant deferrals are fully vested. The Company may make discretionary credits on behalf of participants but has not done so to date. Deferrals are credited with the rate of return of specific investments or various “benchmark funds”, some of which are based on the performance of the Company’s securities.
Participants may have their deferrals in a “Retirement Account” or a “Fixed Date Account.” Retirement Accounts are generally payable following retirement or termination of employment. Fixed Date Accounts are generally payable at a date that is at least two full calendar years after the year for which deferrals are made. Participants

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may elect to receive distributions as a lump sum or in the form of annual installments over no more than 10 years. In the event of a change of control of the Company, all accounts become immediately payable in a lump sum. Plan I also permits a participant to withdraw all or a portion of their account at any time, subject to a 10% withdrawal penalty.
Retirement and 401(k) Plans
We offer a 401(k) Retirement Plan to all of our employees in which we provide matching contributions (up to 75% of the statutory maximum but not more than 7.5% of cash compensation) that fully vest after five years of employment. We do not sponsor any other retirement plan. Retirement plans are not a factor in our current compensation determinations.
Perquisites and Other Compensation
We provide select perquisites we believe are reasonable and in line with the competitive market. These perquisites include supplemental life insurance and an allowance for financial counseling and tax preparation services for certain Executives. Additionally, due to the extensive business-related travel requirements, we provide some of our Senior Executives with a car and/or driver. Providing a car and driver allows these executive officers to use their travel time efficiently and productively for business purposes. The amounts disclosed in this proxy statement for car and driver costs include the entire value of the benefit, both business purpose and personal use.
Equity Ownership Guidelines
To further foster the strong ownership culture among our senior executive team and ensure the continued direct alignment of management and shareholder interests, and consistent with emerging corporate governance trends, we have adopted equity ownership guidelines requiring a minimum ownership level. The equity ownership requirements (Shares and certain securities convertible or redeemable for Shares) for our executives are as follows:
​Chairman and CEO​​6 times his annual base salary​
​All Other Executive Officers​​3 times their annual base salaries​
Executive officers have five years from the date of becoming an executive officer to satisfy the ownership requirement. All of our Named Executive Officers satisfy these guidelines.
We have also adopted equity ownership guidelines for members of our Board of Trustees. Under the guidelines, all non-employee Trustees are required to maintain a minimum ownership having a value at least five times their annual cash retainers. Non-employee Trustees have five years from the time of initial election to satisfy the guidelines. All non-employee Trustees currently satisfy these guidelines or are expected to satisfy these guidelines.
Comparison of 2018-2020 Direct/Realizable Compensation
Each year the “Summary Compensation Table” must report the salary paid during that year, the annual incentive earned for that year and the equity-based, long-term incentive granted during that year, which for us is the long-term incentive award for the prior year’s performance. Because the equity we award in the first quarter of each year applies based on performance in the prior year, the SEC’s approach differs from the way we think about pay—salary, annual cash incentive and the Fair Value of equity-based pay—earned for any one year. In order to provide our shareholders with the aggregate amount of compensation potentially earnable for a given calendar year, we are including below a supplemental Direct/Realizable Compensation Table. The Direct/Realizable Compensation Table consists of (i) the actual salary paid for the year, (ii) the annual incentives awarded for the year and (iii) the Fair Value of equity awarded for service and performance for the year, irrespective of when ultimately granted. We also believe it demonstrates further the ongoing correlation between the executive’s pay and overall Company performance. “Fair Value” is determined in accordance with securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions).
The principal difference between the Direct/Realizable Compensation Table and the Summary Compensation Table is that the Direct/Realizable Compensation Table achieves an “apples to apples” presentation of equity awards in the performance year to which such grants relate, rather than in the year in which such grants were

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made. Other companies may calculate Total Direct/Realizable Compensation differently than we do. The table presented below is not a substitute for, and should be read in conjunction with, the Summary Compensation Table.
Direct/Realizable Compensation Table
The Direct/Realizable Compensation earned by our Named Executive Officers for the 2018-2020 period was as follows:
​Name​​Year​​
Salary
($)(1)(2)
​​
Cash
Bonus
($)(3)
​​
Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(4)
​​
Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation
($)(5)
​​
Grant Date
Fair Value of
At-Risk
Multi-Year
Performance-
Based
Awards
($)(6)
​​
Other
Compensation
($)(7)
​​​
Total
Direct/​
Realizable
Compensation
($)(8)
​​
​Steven Roth​​2020​​543,742​​—​​756,013​​3,753,970​​4,119,255​​121,212​​​9,294,192​​
​2019​​880,003​​—​​834,021​​4,503,967​​4,869,255​​—​​​11,087,246​​
​2018​​1,000,000​​—​​825,017​​4,566,451​​4,806,790​​—​​​11,198,258​​
​Joseph Macnow​​2020​​775,000​​—​​945,003​​650,640​​730,465​​83,818​​​3,184,926​​
​2019​​1,000,000​​—​​1,042,512​​985,303​​1,065,152​​—​​​4,092,967​​
​2018​​1,000,000​​—​​1,031,258​​998,963​​1,051,509​​—​​​4,081,730​​
​David R. Greenbaum​​2020​​681,141​​—​​1,360,801​​1,020,143​​1,143,376​​153,597​​​4,359,058​​
​2019​​880,003​​—​​1,501,204​​1,520,120​​1,643,376​​—​​​5,544,703​​
​2018​​1,000,000​​—​​1,485,020​​1,541,201​​1,622,305​​—​​​5,648,526​​
​Michael J. Franco​​2020​​775,000​​750,000​​604,526​​907,517​​1,021,696​​84,278​​​4,143,017​​
​2019​​1,000,000​​750,000​​625,530​​6,157,536​​1,521,696​​—​​​10,054,762​​
​2018​​1,000,000​​750,000​​618,776​​1,427,020​​1,502,169​​—​​​5,297,965​​
​Glen J. Weiss​​2020​​887,500​​1,000,000​​—​​365,394​​913,800​​11,078​​​3,177,772​​
​2019​​1,000,000​​1,000,000​​—​​5,265,406​​1,063,800​​—​​​8,329,206​​
​
(1)
Salary amounts for 2020 reflect partial waivers of base salaries, effective as of April 1, 2020, due to the impact of the COVID-19 pandemic on the Company.
​
(2)
The information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated and are awarded in the first quarter. Mr. Roth and Mr. Greenbaum each elected to receive 80% of their cash salary for 2020 and 2019 in the form of restricted units with grant date fair values of  $418,742 and $680,003 for Mr. Roth, and $526,141 and $680,003 for Mr. Greenbaum, respectively, which are reflected in this column.
​
(3)
Messrs. Roth, Macnow and Greenbaum each elected to receive restricted units in lieu of cash bonus and Mr. Franco elected to receive 50% of his cash bonus in the form of restricted units. These units are awarded in the first quarter of the next year.
​
(4)
Represents the Grant Date Fair Value of restricted units granted in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year.
​
(5)
Represents the Grant Date Fair Value of restricted units awarded in the first quarter of the next year. The 2019 amounts include one-time grants of restricted units with an aggregate Grant Date Fair Value of  $4,750,029 for each of Messrs. Franco and Weiss in connection with their promotions.
​
(6)
For 2020, represents the Grant Date Fair Value of each Named Executive Officer’s award of OPP Units in 2021 for 2020 performance. For 2019, represents the Grant Date Fair Value of each Named Executive Officer’s award of OPP Units in 2020 for 2019 performance. For 2018, represents the Grant Date Fair Value of Performance Conditioned AO LTIP Units awarded in 2019 for 2018 performance.
​
(7)
Represents the incremental fair value (calculated pursuant to FASB ASC Topic 718) relating to amendments of restricted units originally granted to NEO’s between 2015 and 2020. For further information, see “Compensation Discussion and Analysis-—Elements of our Compensation Program—Long-Term Equity Incentives—Restricted Shares and Units.”
​
(8)
Does not include the value of  (i) certain perquisites such as financial counseling and tax services, supplemental life insurance or automobile benefits provided to certain of our Named Executive Officers or (ii) payments to Messrs. Roth, Macnow and Franco for long-term service with the Company in amounts equal to a net payment of  $100 per year of service. The total value of these perquisites/payments represents a de minimis component of total compensation. Also does not include severance payments and benefits accrued for Messrs. Greenbaum and Macnow in connection with their separations from service as of December 31, 2020.
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Comparison of Realized Compensation with Direct/Realizable Compensation
The following table illustrates compensation awarded to and earned by each of the Named Executive Officers for service and performance from 2018 through 2020. This table is prepared on the same basis as the “Direct/​Realizable Compensation Table” except that the value actually realized from the respective performance-based compensation maturing each applicable year is shown instead of the accounting cost of what was awarded. Our Compensation Committee believes that “Realized Compensation” is an important metric to consider when determining whether our compensation program achieves its goals of alignment with shareholder interests.
The amounts reported below meaningfully differ from the amounts determined under SEC rules and reported in the “Summary Compensation Table.” This table is not a substitute for, and should be read in conjunction with, the “Summary Compensation Table.”
Realized Compensation Table
The Realized Compensation and Direct/Realizable Compensation earned by our Named Executive Officers for the 2018-2020 period were as follows:
​Name​​Year​​
Salary
($)(1)(2)
​​
Cash
Bonus
($)(3)
​​
Grant Date
Fair Value of
Restricted
Unit Awards in
Lieu of Cash
Bonus
($)(4)
​​
Grant Date
Fair Value of
Restricted
Unit Awards
as Long-Term
Equity
Compensation
($)(5)
​​
OPP
Awards
(Value
Realized)
($)(6)
​​
Total
Realized
Compensation
($)(7)
​​​
Total
Direct/​
Realizable
Compensation
($)(7)
​​
​Steven Roth​​2020​​543,742​​—​​756,013​​3,875,182​​—​​5,174,937​​​9,294,192​​
​2019​​880,003​​—​​834,021​​4,503,967​​—​​6,217,991​​​11,087,246​​
​2018​​1,000,000​​—​​825,017​​4,566,451​​—​​6,391,468​​​11,198,258​​
​Joseph Macnow​​2020​​775,000​​—​​945,003​​734,458​​—​​2,454,461​​​3,184,926​​
​2019​​1,000,000​​—​​1,042,512​​985,303​​—​​3,027,815​​​4,092,967​​
​2018​​1,000,000​​—​​1,031,258​​998,963​​—​​3,030,221​​​4,081,730​​
​David R. Greenbaum​​2020​​681,141​​—​​1,360,801​​1,173,740​​—​​3,215,682​​​4,359,058​​
​2019​​880,003​​—​​1,501,204​​1,520,120​​—​​3,901,327​​​5,544,703​​
​2018​​1,000,000​​—​​1,485,020​​1,541,201​​—​​4,026,221​​​5,648,526​​
​Michael J. Franco​​2020​​775,000​​750,000​​604,526​​991,795​​—​​3,121,321​​​4,143,017​​
​2019​​1,000,000​​750,000​​625,530​​6,157,536​​—​​8,533,066​​​10,054,762​​
​2018​​1,000,000​​750,000​​618,776​​1,427,020​​—​​3,795,796​​​5,297,965​​
​Glen J. Weiss​​2020​​887,500​​1,000,000​​—​​376,472​​—​​2,263,972​​​3,177,772​​
​2019​​1,000,000​​1,000,000​​—​​5,265,406​​—​​7,265,406​​​8,329,206​​
​
(1)
Salary amounts for 2020 reflect partial waivers of base salaries, effective as of April 1, 2020, due to the impact of the COVID-19 pandemic on the Company.
​
(2)
The information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated and are awarded in the first quarter. Mr. Roth and Mr. Greenbaum each elected to receive 80% of their cash salary for 2020 and 2019 in the form of restricted units with grant date fair values of  $418,742 and $680,003 for Mr. Roth and $526,141 and $680,003 for Mr. Greenbaum, respectively, which are reflected in this column.
​
(3)
Messrs. Roth, Macnow and Greenbaum each elected to receive restricted units in lieu of cash bonus and Mr. Franco elected to receive 50% of his cash bonus in the form of restricted units.
​
(4)
Represents the Grant Date Fair Value of restricted units granted in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year.
​
(5)
Represents the Grant Date Fair Value of restricted units awarded in the first quarter of the next year. 2019 amounts include one-time grants of restricted units with an aggregate Grant Date Fair Value of  $4,750,029 for each of Messrs. Franco and Weiss in connection with their promotions.
​
(6)
Represents the value earned (realized) for the OPP Units awarded in 2017, 2016 and 2015, respectively.
​
(7)
Does not include (i) the value of certain perquisites such as financial counseling and tax services, supplemental life insurance or automobile benefits provided to certain of our Named Executive Officers or (ii) payments to Messrs. Roth, Macnow and Franco for long-term service with the Company in amounts equal to a net payment of  $100 per year of service. The total value of these perquisites/payments represents a de minimis component of total compensation. Also does not include severance payments and benefits accrued for Messrs. Greenbaum and Macnow in connection with their separations from service as of December 31, 2020.
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Current Year Compensation Decisions
We generally make our incentive compensation decisions in the first quarter of a year with respect to performance during the prior year. In addition, in the first quarter of 2021, we established the 2021 performance thresholds and caps for our formula-based short-term annual incentive program.
The compensation levels discussed in this Compensation Discussion and Analysis section are not directly comparable to the amounts presented in the “Summary Compensation Table.”
In addition, in the discussion below, when we discuss the “Fair Value” of equity awards, the “fair value” is determined in accordance with accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Fair Value is the method used for presenting values for equity awards in our “Summary Compensation Table” and elsewhere under “Executive Compensation.” When we discuss the “Market Value” of equity awards, we refer to values based on the market price at the date of grant (the values considered by our Compensation Committee in making compensation decisions).
Total Compensation of Our CEO (with Equity Determined at Fair Value)
For 2020, Mr. Roth’s total Direct/Realizable compensation was $9,294,192 compared to $11,087,246 in the prior year, a 16.2% decrease. For 2020, Mr. Roth’s total Realized Compensation was $5,174,937 compared to $6,217,991 in the prior year, a 16.8% decrease. Mr. Roth has agreed to an amendmentadditional $1.4 million compensation reduction for 2021.
For 2019, Mr. Roth’s total Direct/Realizable Compensation was $11,087,246 compared to Schedule 13G filed$11,198,258 in the prior year, a 1.0% decrease. For 2019, Mr. Roth’s total Realized Compensation was $6,217,991 compared to $6,391,468 in the prior year, a 2.7% decrease. For 2018, Mr. Roth’s total Direct/Realizable Compensation was $11,198,258 compared to $11,238,630 in the prior year, a 0.4% decrease.
Mr. Roth’s salary, incentives and equity awards were based on February 6,an evaluation of those factors previously described and were approved by the Compensation Committee. Among the factors considered, both objective and subjective, were the strategic position of the Company, the changes in the Company’s operating and performance metrics over the applicable period (NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and the other factors previously described, including the Company’s progress on sustainability matters and guiding the Company through the COVID-19 pandemic. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. The substantial majority of Mr. Roth’s compensation is in the form of equity to further align his interests with those of our shareholders.
Cash Compensation of Our CEO
Mr. Roth has served as our CEO since April 15, 2013. Mr. Roth’s base salary of $1,000,000 was established in March 2001 and has remained unchanged since then. Mr. Roth’s total cash compensation for 2020, 2019 and 2018 was $125,000, $200,000 and $1,000,000, respectively. The decrease in 2019 as compared to 2018 was due to Mr. Roth electing for 2019 (as well as 2020 and 2021) to receive 80% of his annual salary in restricted units (which vest ratably throughout the calendar year). The further decrease in 2020 as compared to 2019 was due to his waiver of 50% of his annual base salary which was effective April 1, 2020 through December 31, 2020.
Equity Compensation of Our CEO
Mr. Roth’s long-term equity incentive compensation award for 2020 performance (granted in 2021) was 507,588 OPP units and 114,193 restricted units. The Fair Value at the date of grant of these OPP Units and restricted units was $7,873,225 and represents a 16.0% decrease in Fair Value of long-term equity grants compared to the prior year. In addition, Mr. Roth elected to receive all of his annual bonus for 2020 (awarded in 2021) in the form of 26,466 restricted units having a Fair Value of $756,013 on the date of grant. Equity received in lieu of cash bonus is included in the short-term bonus column of the Summary Compensation Table.
Mr. Roth’s long-term equity incentive compensation award for 2019 performance (granted in 2020) was 301,794 OPP units and 130,904 restricted units. The Fair Value at the date of grant of these OPP Units and restricted units was $9,373,222 and represents no increase in Fair Value of long-term equity grants compared to the prior year. In addition, Mr. Roth elected to receive all of his annual bonus for 2019 (awarded in 2020) in the form of 14,957 restricted units having a Fair Value of $834,021 on the date of grant. Equity received in lieu of cash bonus is included in the short-term bonus column of the Summary Compensation Table.

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Mr. Roth’s long-term equity incentive award for 2018 performance (granted in 2019) was 258,152 Performance Conditioned AO LTIP Units and 74,547 restricted units. The Fair Value at the date of grant was $9,373,241 and represents a 0.4% decrease in Fair Value compared to the prior year. In addition, Mr. Roth elected to receive all of his annual bonus for 2018 (awarded in 2019) in the form of 15,509 restricted units having a Fair Value of $825,017 on the date of grant.
Basis for Compensation of Other Named Executive Officers
For other Named Executive Officers (Messrs. Greenbaum, Macnow, Franco and Weiss), salary, annual incentive and long-term equity awards were based on an evaluation of those factors previously described and approved by the Compensation Committee. Among the factors considered, both objectively and subjectively, were the strategic position of the Company, the operating and performance metrics (NOI at share, FFO, as adjusted, and FFO per Share), our TSR over the applicable period and other factors, including the Company’s sustainability progress and COVID-19 response generally as well as the Company’s collection percentages from tenants during the pandemic. With regard to Messrs. Greenbaum, Macnow and Franco, we considered these factors as they apply to our Company as a whole as their responsibilities are/were company-wide. For Mr. Weiss, we also considered the performance of the Real Estate division which he co-heads. In all cases, these factors were considered as a whole and no numerical weight was attributed to any particular factor. In the aggregate, total compensation (with equity determined at Fair Value) awarded to these other NEOs for 2020 decreased by 19.7% as compared to 2019.

(19)Other Compensation Policies and Practices
AccordingEquity Grant Practices
All of our equity-based compensation awards are made under our shareholder-approved Omnibus Plan. Our 2019 Omnibus Share Plan (our current plan, as amended, the “2019 Plan”) provides up to 5,500,000 Share equivalents with each award of a Share (or other securities that have the value equivalent) counting as one Share equivalent, and each award of an amendmentoption to Schedule 13G filedacquire our Shares (or other securities that require the payment of an exercise price or deduction of a strike price) counting as one-half of a Share equivalent. Under the 2019 Plan, the exercise price of each stock option must be no less than the average of the high and low price of our Shares on the date that the award was granted. The vast majority of our equity awards are granted in the first quarter of each year. In addition, and from time to time, additional equity awards may be granted in connection with new hires or promotions. We have never repriced options and our Omnibus Plan does not permit repricing of options without shareholder approval.
Employment, Severance and Change of Control Agreements
For those of our senior executive team who have employment agreements, these agreements generally provide for a severance payment (for termination by us without cause or by the executive with good reason (each as defined in the employment agreement and further described below under “Employment Contracts”) and change of control payment (if employment is terminated following a change of control) in the range of one to three times the executive’s annual salary and incentive. These change of control arrangements compensate management in the event of a termination following a fundamental change in the Company, and to provide an incentive to continue with the Company at least through such time. Severance and change of control arrangements do not generally affect other compensation arrangements for a particular period. A more complete description of employment agreements, severance and change of control arrangements pertaining to the Named Executive Officers is set forth under “Employment Contracts” and “Severance and Change of Control Arrangements.”
Tax Deductibility of Compensation
The tax efficiency of compensation is one of many factors that the Compensation Committee considers in the design of our compensation programs. We look at a combination of the rates at which our executives will be taxed and the value of any deduction that we may be entitled to when developing our approach to compensation. We believe that the limitations of Section 162(m) of the Internal Revenue Code (which limits the corporate tax deduction for certain executive officer compensation that exceeds $1 million a year) does not apply to most of the compensation we paid to our Named Executive Officers for 2020 and only a small portion of their compensation may not be deductible due to that limitation.

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​​50​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
COMPENSATION COMMITTEE REPORT
​
The Compensation Committee of the Board of Trustees of Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the Securities and Exchange Commission with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The Compensation Committee of the Board of Trustees:
BEATRICE HAMZA BASSEY
WILLIAM W. HELMAN IV
DANIEL R. TISCH

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EXECUTIVE COMPENSATION
​
The following table sets forth (in accordance with the reporting requirements of the SEC) the compensation of each of the Company’s Chief Executive Officer, Chief Financial Officer and three other named executive officers for 2020, 2019 and 2018 (the “Named Executive Officers” or “NEOs”).
Summary Compensation Table
Name and Principal
Position		​​Year​​
Salary
($)(1)
​​
Cash and/or
Equity
Bonus
($)(2)
​​
Restricted
Share/Unit
Awards
($)(3)
​​
Option
Awards
($)(3)
​​
Non-
Equity
Incentive
Plan
Compen-
sation
($)
​​
Changes in
Pension
Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
​​
All
Other
Compen-
sation
($)(4)
​​​Total ($)​​
Steven Roth
Chairman and Chief Executive Officer (Principal Executive Officer)
​​​​2020​​​​​543,742​​​​​761,693​​​​​9,494,434​​​​​—​​​​​—​​​​​—​​​​​247,364​​​​​​11,047,233​​​
​​​2019​​​​​880,003​​​​​834,021​​​​​4,566,451​​​​​4,806,790​​​​​—​​​​​—​​​​​379,620​​​​​​11,466,885​​​
​​​2018​​​​​1,000,000​​​​​825,017​​​​​9,413,583​​​​​—​​​​​—​​​​​—​​​​​360,670​​​​​​11,599,270​​​
Joseph Macnow
Chief Financial
Officer
(Principal Financial
Officer) (until
December 31,
2020)
​​​​2020​​​​​775,000​​​​​949,975​​​​​2,134,273​​​​​—​​​​​—​​​​​—​​​​​4,846,735​​​​​​8,705,983​​​
​​​2019​​​​​1,000,000​​​​​1,042,512​​​​​998,963​​​​​1,051,509​​​​​—​​​​​—​​​​​370,519​​​​​​4,463,503​​​
​​​2018​​​​​1,000,000​​​​​1,031,258​​​​​2,059,272​​​​​—​​​​​—​​​​​—​​​​​366,248​​​​​​4,456,778​​​
David R. Greenbaum
Vice Chairman
(until December 31,
2020)
​​​​2020​​​​​681,141​​​​​1,360,801​​​​​3,317,092​​​​​—​​​​​—​​​​​—​​​​​8,769,461​​​​​​14,128,495​​​
​​​2019​​​​​880,003​​​​​1,501,204​​​​​1,541,201​​​​​1,622,305​​​​​—​​​​​—​​​​​299,293​​​​​​5,844,006​​​
​​​2018​​​​​1,000,000​​​​​1,485,020​​​​​3,177,101​​​​​—​​​​​—​​​​​—​​​​​309,179​​​​​​5,971,300​​​
Michael J. Franco
President (and Chief Financial Officer, effective December 31, 2020)
​​​​2020​​​​​775,000​​​​​1,355,650​​​​​3,013,481​​​​​—​​​​​—​​​​​—​​​​​70,823​​​​​​5,214,954​​​
​​​2019​​​​​1,000,000​​​​​1,375,530​​​​​6,177,049​​​​​1,502,169​​​​​—​​​​​—​​​​​69,876​​​​​​10,124,624​​​
​​​2018​​​​​1,000,000​​​​​1,368,776​​​​​2,941,789​​​​​—​​​​​—​​​​​—​​​​​37,627​​​​​​5,348,192​​​
Glen J. Weiss
Executive Vice
President—Head of
Office Leasing,
Co-Head of Real
Estate
​​​​2020​​​​​887,500​​​​​1,000,000​​​​​1,590,255​​​​​—​​​​​—​​​​​—​​​​​65,459​​​​​​3,543,214​​​
​​​2019​​​​​1,000,000​​​​​1,000,000​​​​​5,106,294​​​​​375,003​​​​​—​​​​​—​​​​​40,169​​​​​​7,521,466​​​
​
(1)
Salary amounts for 2020 reflect partial waivers of base salaries, effective as of April 1, 2020, due to the impact of the COVID-19 pandemic on the Company. The information provided also includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated and are awarded in the first quarter. For 2020 and 2019 both Mr. Roth and Mr. Greenbaum elected to receive 80% of their cash salary in the form of restricted units with grant date fair values of  $418,742 and $680,003 for Mr. Roth, and $526,141 and $680,003 for Mr. Greenbaum, respectively.
​
(2)
The information provided includes cash bonuses and the value of grants of restricted units in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next year. Neither of Messrs. Roth, Greenbaum or Macnow (at their election) received a cash bonus for 2020, 2019 or 2018. In lieu of a 2020 cash bonus, Messrs. Roth, Greenbaum and Macnow were awarded, on January 20, 2021, restricted units with a grant date fair value of  $756,013, $1,360,801 and $945,003, respectively, which, is reflected in this column for 2020. In lieu of a 2019 cash bonus, Messrs. Roth, Greenbaum and Macnow were awarded, on January 13, 2020, restricted units with a grant date fair value of  $834,021, $1,501,204 and $1,042,512, respectively, which, is reflected in this column for 2019. In lieu of a 2018 cash bonus, Messrs. Roth, Greenbaum and Macnow were awarded, on January 14, 2019.

(20)
Filed an amendment to Schedule 13G2019, restricted units with a grant date fair value of  $825,017, $1,485,020 and $1,031,258, respectively, which is reflected in this column for 2018. On January 20, 2021, January 13, 2020 and on January 5, 2018.14, 2019, Mr. Franco also received restricted units with a grant date fair value of  $604,526, $625,530 and $618,776, respectively, in lieu of a portion of his 2020, 2019 and 2018 cash bonuses. The 2020 amounts for Messrs. Roth, Macnow and Franco include payments for long-term service with the Company of $5,680, $4,972 and $1,124, respectively, that are paid to each Vornado employee on the 5-year anniversary of the employee’s employment commencement date with Vornado, and every fifth year thereafter, in amounts equal to a net payment of  $100 per year of service.
​

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(3)
For 2019, the amounts included in this column for Messrs. Franco and Weiss represent one-time promotional awards of restricted units with a grant date fair value of  $4,750,029 each. Information presented in this column includes the value of grants of Restricted Units and OPP Units granted during the applicable period. Information presented in these columns reflects the aggregate grant date fair value of equity awards granted in the applicable fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 15 to our consolidated financial statements included in our Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2020 as filed with the SEC. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Dividends or dividend equivalents are paid on both the vested and unvested portion of restricted share and restricted unit awards. In accordance with applicable SEC rules, amounts shown exclude restricted units that were granted in lieu of bonuses, which are reflected in the “Bonus” column. Furthermore, as required by SEC rules, the amounts presented in this column also include the Grant Date Fair Value of both restricted unit awards and of performance awards (such as our OPP awards). For 2020, 2019, and 2018, the Grant Date Fair Value of time-based restricted unit awards and the Grant Date Fair Value of OPP awards and AO LTIP Awards were as follows:
​
​​​​Year​​
Restricted Unit Awards
Other than Awards
in Lieu of Cash Bonus($)
​​OPP Awards($)​​
AO LTIP
Awards($)
​
​Steven Roth​​​​2020​​​4,625,179​​​​4,869,255​​​​​—​​
​​​2019​​​4,566,451​​​​—​​​​​4,806,790​​
​​​2018​​​3,800,024​​​​5,316,559​​​​​—​​
​Joseph Macnow​​​​2020​​​1,069,121​​​​1,065,152​​​​​—​​
​​​2019​​​998,963​​​​—​​​​​1,051,509​​
​​​2018​​​831,306​​​​1,227,966​​​​​—​​
​David R. Greenbaum​​​​2020​​​1,673,717​​​​1,643,375​​​​​—​​
​​​2019​​​1,541,201​​​​—​​​​​1,622,305​​
​​​2018​​​1,282,525​​​​1,894,576​​​​​—​​
​Michael J. Franco​​​​2020​​​1,491,785​​​​1,521,696​​​​​—​​
​​​2019​​​6,177,049​​​​—​​​​​1,502,169​​
​​​2018​​​1,187,552​​​​1,754,237​​​​​—​​
​Glen J. Weiss​​​​2020​​​526,455​​​​1,063,800​​​​​—​​
​​​2019​​​5,106,294​​​​—​​​​​375,003​​
​
(4)
2020 amounts for Messrs. Macnow and Greenbaum include payments accrued in connection with their separations of service on December 31, 2020. See the “All Other Compensation Table” below for additional information.
​

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​2021 PROXY STATEMENT​
All Other Compensation Table
The following table describes each component of the All Other Compensation column in the Summary Compensation Table.
Name​​Year​​
Use of
Car and
Driver ($)(1)
​​
Supplemental
Life
Insurance
Premiums ($)
​​
Reimbursement
for Medical/​
Dental Not
Covered ($)
​​
Tax and
Financial
Planning
Assistance
per
Employment
Contract ($)
​​
Matching
401(k)
Contribution ($)
​​
Severance(2)
​​​
Total
($)
​​
Steven Roth​​
2020
2019
2018
​​
190,641
317,269
298,119
​​
42,271
43,601
44,176
​​
—
—
—
​​
—
—
—
​​
14,452
18,750
18,375
​​
—
—
—
​​​
247,364
379,620
360,670
​​
Joseph Macnow​​
2020
2019
2018
​​
138,789
191,831
187,935
​​
144,938
144,938
144,938
​​
—
—
—
​​
15,000
15,000
15,000
​​
19,500
18,750
18,375
​​
4,528,508
—
—
​​​
4,846,735
370,519
366,248
​​
David R. Greenbaum​​
2020
2019
2018
​​
200,188
225,178
214,150
​​
32,687
30,365
51,654
​​
10,000
10,000
10,000
​​
15,000
15,000
15,000
​​
16,621
18,750
18,375
​​
8,494,965
—
—
​​​
8,769,461
299,293
309,179
​​
Michael J. Franco​​
2020
2019
2018
​​
42,440
42,243
14,870
​​
8,883
8,883
8,882
​​
—
—
—
​​
—
—
—
​​
19,500
18,750
13,875
​​
—
—
—
​​​
70,823
69,876
37,627
​​
Glen J. Weiss​​
2020
2019
​​
34,982
16,190
​​
10,977
9,729
​​
—
—
​​
—
—
​​
19,500
14,250
​​
—
—
​​​
65,459
40,169
​​
​
(1)
For each applicable fiscal year, each of the Named Executive Officers was provided with a Form 13-F, filedcar (or a car allowance) and (other than for Messrs. Franco and Weiss) a driver. Each such Named Executive Officer has used the car and driver for both business and personal purposes and the amounts shown for such executive reflect the aggregate incremental cost to the Company for the car, driver and related expenses without allocating costs between business and personal uses.
​
(2)
Represents amounts accrued in connection with Messrs. Greenbaum’s and Macnow’s respective separations of service effective December 31, 2020, which were each treated as a termination without cause under their respective employment agreements. Mr. Macnow’s amount also includes the $907,200 Grant Date Fair Value of restricted units that were granted to him in January 2021 with respect to $1.2 million of his severance payment that was granted to him in addition to the severance entitlements under his employment agreement. In connection with each of Messrs. Greenbaum’s and Macnow’s separations of service as of December 31, 2020, each of them entered into an agreement with the Company dated as of February 16, 2021 that provides for a release of claims against the Company and was conveyed title to a Company car with a value of  $20,350 and $29,000, respectively. Amounts in the severance column also include payments of  $74,615 to Mr. Greenbaum and $292,308 to Mr. Macnow in respect of unused accrued vacation time, in accordance with the Company’s policies.
​

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​2021 PROXY STATEMENT​
Grants of Plan-Based Awards in 2020
The following table lists all grants of plan-based awards to the Named Executive Officers made in 2020 and their grant date fair value.
​​​​​​
Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
​​​​​​​​​​​​​
Name​​Grant Date​​Threshold ($)​​
Target ($)(2)
​​Maximum ($)​​
All Other Stock
Awards: Number
of Units (#)(3)
​​
Grant Date
Fair Value of
Awards ($)(4)
​
Steven Roth​​1/13/2020​​​​​​​​​​​​​​​​​​​​​​22,248​​​​​1,252,763​​
​
3/30/2020
3/30/2020
11/30/2020
​​​​—​​​​​4,869,255​​​​​13,731,684​​​​​
​
​		 
130,904
—(5)		​​​​​
​
​		 
4,503,967
121,212(5)		​​
Joseph Macnow​​1/13/2020​​​​​​​​​​​​​​​​​​​​​​18,696​​​​​1,042,512​​
​
3/30/2020
3/30/2020
11/30/2020
​​​​—​​​​​1,065,152​​​​​3,003,813​​​​​
​
​		 
28,637
—(5)		​​​​​
​
​		 
985,303
83,818(5)		​​
David R. Greenbaum​​1/13/2020​​​​​​​​​​​​​​​​​​​​​​36,083​​​​​2,027,345​​
​3/30/2020​​​​—​​​​​1,643,376​​​​​4,634,450​​​​​​​​​​​​​​
​3/30/2020​​​​​​​​​​​​​​​​​​​​​​44,181​​​​​1,520,120​​
​11/30/2020​​​​​​​​​​​​​​​​​​​​​​—(5)​​​​​153,597(5)​​
Michael J. Franco​​
1/13/2020
3/30/2020
3/30/2020
11/30/2020
​​​​
​		 
—		​​​​​
​		 
1,521,696		​​​​​
​		 
4,291,303		​​​​​
​
​
​		11,218
 
40,908
—(5)		​​​​​
​
​
​		625,530
 
1,407,507
84,278(5)		​​
Glen J. Weiss​​3/30/2020​​​​—​​​​​1,063,800​​​​​3,000,000​​​​​​​​​​​​​​
​3/30/2020​​​​​​​​​​​​​​​​​​​​​​14,979​​​​​515,377​​
​11/30/2020​​​​​​​​​​​​​​​​​​​​​​—(5)​​​​​11,078(5)​​
​
(1)
Amounts reflect awards granted under the 2020 OPP. The awards of OPP Units, if earned, vest ratably in the third, fourth and fifth year from the date of grant.
​
(2)
Represents an estimated dollar value earned in achieving the target levels for the 2020 OPP.
​
(3)
The information presented in this column represents the number of restricted units that were granted to the Named Executive Officers. Restricted units are a separate class of units in Vornado Realty L.P. which will be convertible into Class A common units of Vornado Realty L.P. and will be ultimately redeemable for, at our option, cash or our Shares on Maya one-for-one basis. These restricted units vest ratably over four years, unless the recipient is eligible for retirement, in which case the units are vested upon grant. A portion of these grants represents the grant of restricted units in lieu of cash bonus for the previous year which vest on grant. A portion of these grants represents the grants of restricted units in lieu of cash salary for the year in which granted. These units vested ratably throughout 2020 subject to the continued employment of the recipient. No options have been granted to the Named Executive Officers since 2011.
​
(4)
The amounts presented in this column represent the full grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the Named Executive Officers in 2020. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value, including the impact of estimated forfeitures related to service-based vesting conditions, is the amount we would expense in our consolidated financial statements over the award’s vesting schedule. For additional information on our value assumptions, refer to footnote 15 2019, Norges Bank reported owning 17,082,373 at March 31, 2019, or 8.95% of our Shares.consolidated financial statements included in Form 10-K, as filed with the SEC.
​
(5)
Represents the incremental fair value (calculated pursuant to FASB ASC Topic 718) of one-time amendments to the “income tax book-up” Share price required to be achieved with respect to certain existing awards of restricted units that were granted by the Company between 2015 and 2020, as further described in “Compensation Discussion and Analysis—​Elements of our Compensation Program—Long-Term Equity Incentives—Restricted Shares and Units.” The amendments relate to the following number of restricted units: Mr. Roth, 109,165; Mr. Macnow, 54,007; Mr. Greenbaum, 87,148; Mr. Franco, 113,350; and Mr. Weiss, 37,084. As of the date of this proxy statement, because no “income tax book-up” event has occurred, such amended “income tax book-up” price has not resulted in the restricted units being exchangeable into Class A common units. This change did not result in a repricing of the restricted units, the number of restricted units awarded did not change, the decline in economic value of the units from the date of grant did not change and the one-for-one exchange ratio of the existing restricted units for Class A common units was not altered. The amendments did not change any of the vesting terms of the restricted unit awards but imposed a new two-year holding requirement, as discussed further in “Compensation Discussion and Analysis—Elements of our Compensation Program—Restricted Shares and Units,” above.
​

TABLE OF CONTENTS​
​​VORNADO REALTY TRUST​​​55​​
​2021 PROXY STATEMENT​
Outstanding Equity Awards at Year-End
(21)The following tables summarize the number and value of equity awards held at December 31, 2020 and the aggregate option exercises in 2020 by, and restricted unit awards that vested in 2020 for, the Named Executive Officers. Pursuant to the terms of our omnibus share plans, the exercise price and number of Shares underlying options originally made at any date of grant may be adjusted to compensate the holder for special or extraordinary dividends that may be subsequently declared. The following table reflects such adjustments.
​Name and
Applicable Grant Date		​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​​
Option
Exercise
Price ($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units That
Have Not
Vested (#)
​​
Market
Value of
Shares or
Units That
Have Not
Vested ($)
​​
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested (#)
​​
Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested($)
​
​Steven Roth​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/30/20(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​130,904​​​​​4,887,995​​​​​301,794​​​​​11,268,988​​
​​​1/14/19(1)​​​​​66,456​​​​​199,368​​​​​62.6188​​​​​1/14/29​​​​​55,911​​​​​2,087,717​​​​​​​​​​​​​​
​​​3/15/18(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​36,562​​​​​1,365,225​​​​​238,257​​​​​8,896,516​​
​​​1/13/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,781​​​​​439,903​​​​​​​​​​​​​​
​​​2/28/11(2)​​​​​193,451​​​​​​​​​​​64.5739​​​​​2/27/21​​​​​​​​​​​​​​​​​​​​​​​​​​
​Joseph Macnow​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/30/20(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​66,018​​​​​2,465,112​​
​​​1/14/19(1)​​​​​58,150​​​​​​​​​​​62.6188​​​​​1/14/29​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/15/18(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​52,119​​​​​1,946,123​​
​​​2/28/11(2)​​​​​32,238​​​​​​​​​​​64.5739​​​​​2/27/21​​​​​​​​​​​​​​​​​​​​​​​​​​
​David R. Greenbaum​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/30/20(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​101,856​​​​​3,803,303​​
​​​1/14/19(1)​​​​​89,716​​​​​​​​​​​62.6188​​​​​1/14/29​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/15/18(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​80,412​​​​​3,002,584​​
​​​2/28/11(2)​​​​​32,238​​​​​​​​​​​64.5739​​​​​2/27/21​​​​​​​​​​​​​​​​​​​​​​​​​​
​Michael J. Franco​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/30/20(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​40,908​​​​​1,527,505​​​​​94,314​​​​​3,521,685​​
​​​6/10/19(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​73,649​​​​​2,750,054​​​​​​​​​​​​​​
​​​1/14/19(1)​​​​​20,767​​​​​62,305​​​​​62.6188​​​​​1/14/29​​​​​17,472​​​​​652,404​​​​​​​​​​​​​​
​​​3/15/18(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,141​​​​​341,325​​​​​74,455​​​​​2,780,150​​
​​​1/13/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​39,023​​​​​1,457,119​​​​​​​​​​​​​​
​​​2/28/11(2)​​​​​8,059​​​​​​​​​​​64.5739​​​​​2/27/21​​​​​​​​​​​​​​​​​​​​​​​​​​
​Glen J. Weiss​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​3/30/20(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​14,979​​​​​559,316​​​​​65,934​​​​​2,461,976​​
​​​6/10/19(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​73,649​​​​​2,750,054​​​​​​​​​​​​​​
​​​1/14/19(1)​​​​​5,685​​​​​17,056​​​​​62.6188​​​​​1/14/29​​​​​4,362​​​​​162,877​​​​​​​​​​​​​​
​​​3/15/18(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,434​​​​​314,926​​
​​​1/12/18(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​6,906​​​​​257,870​​​​​​​​​​​​​​
​​​1/12/18(1)​​​​​10,252​​​​​10,253​​​​​70.3102​​​​​1/12/28​​​​​2,590​​​​​96,711​​​​​​​​​​​​​​
​​​1/13/17(5)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,781​​​​​439,903​​​​​​​​​​​​​​
​​​1/13/17(1)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​1,657​​​​​61,872​​​​​​​​​​​​​​
​​​2/28/11(2)​​​​​8,888​​​​​​​​​​​64.5739​​​​​2/27/21​​​​​​​​​​​​​​​​​​​​​​​​​​
​
(1)
The awards under the column entitled “Number of Shares or Units That Have Not Vested” vest ratably over four years from the date of grant. The awards under the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” are awards of OPP Units. The awards under the column titled “Number of Securities Underlying Unexercised Options” are awards of Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units for all NEO’s other than Mr. Weiss. Mr. Weiss was not an Executive at the time of award and therefore received his award of AO LTIPs without a performance requirement condition for his award on January 12, 2018 and January 14, 2019. OPP Units awarded in 2020 and 2018 do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming units for Shares are also met. As of December 31, 2020, these criteria had not been met. On March 15, 2021, the 2018 OPP plan did not meet the applicable performance requirements and the applicable units can no longer be earned. Accordingly, the Equity Incentive Plan Awards for 2018 were not earned. In accordance with applicable SEC rules, the values presented in the table for these OPP Units are calculated based on our year-end Share price as if the performance, converting and redemption conditions for these units had been met as of that date.
​
(2)
These awards vested ratably over four years from the date of grant and expired without value on February 27, 2021.
​
(3)
These awards vest in full on June 10, 2023.
​
(4)
This award vests in full on January 10, 2022.
​
(5)
This award vested in full on January 10, 2021.
​

TABLE OF CONTENTS​​​
​​56​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
AccordingAggregate Option Exercises in 2020 and Units Vested
​​​Option Awards​​Unit Awards​
Name​​
Shares
Acquired on
Exercise (#)
​​
Value Realized
on Exercise
($)
​​
Number of Units
Acquired on
Vesting (#)(2)
​​
Value Realized
on Vesting
($)(1)(2)
​
Steven Roth​​—​​—​​84,181​​4,978,714​
Joseph Macnow​​—​​—​​101,900​​4,773,404​
David R. Greenbaum​​—​​—​​161,596​​7,476,448​
Michael J. Franco​​—​​—​​29,430​​1,850,441​
Glen J. Weiss​​—​​—​​5,894​​390,625​
​
(1)
Values realized on vesting are based on the average of the high and low price of our Shares on the date of vesting.
​
(2)
Unit Awards consist of awards of restricted units.
​
Employee Retirement Plan
The Company does not maintain a retirement plan other than a 401(k) plan.
Deferred Compensation
The following table summarizes the contributions, earnings, withdrawals and balance for the Named Executive Officers for and at year-end 2020.
Non-Qualified Deferred Compensation
Name​​
Type of Deferred
Compensation
Plan
​​
Executive
Contributions
in Last Fiscal
Year ($)
​​
Company
Contributions
in Last Fiscal
Year ($)
​​
Aggregate
Earnings (Loss)
in Last Fiscal
Year ($)(1)
​​
Aggregate
Withdrawals/
Distributions ($)
​​
Aggregate
Balance at
12/31/20($)(2)
​
Steven Roth​​
Deferred
Compensation
Plans
​​—​​—​​—​​—​​—​
Joseph Macnow​​
Deferred
Compensation
Plans
​​—​​—​​2,693,879​​2,139,120​​8,348,572​
David R. Greenbaum​​
Deferred
Compensation
Plans
​​—​​—​​(955,496)​​2,846,653​​22,969,082​
Michael J. Franco​​
Deferred
Compensation
Plans
​​—​​—​​—​​—​​—​
Glen J. Weiss​​
Deferred
Compensation
Plans
​​—​​—​​—​​—​​—​
​
(1)
Contributions to the Vornado Realty Trust Non-Qualified Deferred Compensation Plans are credited or charged with earnings/losses based on the rate of return of various “benchmark funds” selected by the individual, some of which are based on the performance of the Company’s securities. A description of these plans is provided under “Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plans.”
​
(2)
All amounts contributed by a Named Executive Officer in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a Named Executive Officer in such year for the purposes of the SEC’s executive compensation disclosure rules.
​

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​​VORNADO REALTY TRUST​​​57​​
​2021 PROXY STATEMENT​
Employment Contracts
Mr. Roth, our Chairman and CEO, does not have an employment agreement. The employment agreements of each of our other Named Executive Officers is described below.
Joseph Macnow
Mr. Macnow currently serves as a Senior Advisor to the Company pursuant to a Schedule 13G filedconsulting agreement. Until December 31, 2020, Mr. Macnow served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer. Mr. Macnow had an employment agreement with the Company since November 21, 1980 until his separation from employment on February 14, 2019.December 31, 2020, which was last amended and restated as of July 27, 2006, and further amended on December 29, 2008. This agreement provided that on each December 31 the employment term would automatically be extended for one additional year unless either the Company or Mr. Macnow gave written notice not to extend the agreement at least 90 days before such date. Mr. Macnow’s employment agreement provided that his base salary would not be reduced during the term of the agreement. Mr. Macnow’s base salary for 2020 was $1,000,000, before taking into account the 30% reduction, effective April 1, 2020, discussed above. Mr. Macnow’s employment agreement provided that he was entitled to participate at a level commensurate with his position in any equity compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, Mr. Macnow was also provided with a car and driver.
The agreement also provided that, if Mr. Macnow’s employment was terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, change in control of the Company, relocation of the Company’s principal executive offices, the failure of the Company to comply with the terms of the agreement or the failure of the Company to renew the agreement upon expiration), he would receive: (a) a lump-sum payment of three times the sum (not to exceed $3.3 million, in the aggregate) of (i) his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination; (b) immediate vesting in any equity awards granted to him by the Board; and (c) continued provision of benefits to him and his family for three years. The agreement further provided that, if Mr. Macnow’s employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of salary would cease.
In connection with Mr. Macnow’s separation from service with the Company as of December 31, 2020, the Company agreed to increase his severance payment by $1.2 million. Under Mr. Macnow’s consulting agreement with the Company, he serves as a Senior Advisor to the Company and is compensated at the rate of $1,000,000 per calendar year during the term of the consulting agreement. The consulting agreement is for an initial term of January 1, 2021 to December 31, 2021 and renews automatically thereafter for additional one-year terms unless either party notifies the other party of nonrenewal at least 60 days prior to the end of the applicable term.
David R. Greenbaum
Mr. Greenbaum currently serves as a non-executive Vice Chairman and a Senior Advisor to the Company pursuant to a consulting agreement. Until December 31, 2020, Mr. Greenbaum served most recently as executive Vice Chairman pursuant to an employment agreement that commenced on April 15, 1997, as amended. The employment agreement provided that, commencing on April 30, 2000, and on each April 30 thereafter, the employment term would automatically be extended for one additional year unless either the Company or Mr. Greenbaum gave written notice not to extend the agreement at least 90 days before such date. The employment agreement provided that Mr. Greenbaum’s base salary would not be reduced during the term of the agreement. Mr. Greenbaum’s annual base salary for 2020 was $1,000,000 before taking into account the 30% reduction effective April 1, 2020. Mr. Greenbaum’s employment agreement provided that he was entitled to participate at a level commensurate with his position in any equity and/or incentive compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, he was also provided the use of a Company car and driver.
The agreement also provided that if Mr. Greenbaum’s employment was terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, change in control of the Company, relocation of the New York Division’s principal executive offices, the failure of the Company to comply with the terms of the agreement or the failure of the Company to renew the agreement upon expiration), Mr. Greenbaum would receive (i) a lump-sum payment equal to three times the sum

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of (a) his annual base compensation and (b) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination and (ii) continued provision of benefits to him and his family for three years. The agreement further provided that if his employment was terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary would cease.
In connection with Mr. Greenbaum’s separation from service as of December 31, 2020, Mr. Greenbaum entered into a consulting agreement with the Company, pursuant to which he serves as a non-executive Vice Chairman and Senior Advisor to the Company and is compensated at the rate of $2,000,000 per calendar year during the term of the consulting agreement. The consulting agreement is for an initial term of January 1, 2021 to December 31, 2021 and renews automatically thereafter for additional one-year terms unless either party notifies the other party of nonrenewal at least 60 days prior to the end of the applicable term.
Michael J. Franco
Mr. Franco has been employed by the Company pursuant to an employment agreement since September 24, 2010, which was amended and restated as of January 10, 2014 for an initial four-year term with automatic renewals unless either party gives written notice not to extend the agreement 120 days prior to its scheduled termination date. Under this agreement, Mr. Franco serves as President and, effective December 31, 2020, also as Chief Financial Officer. Mr. Franco’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000 (although Mr. Franco agreed to waive a portion of his salary, effective April 1, 2020, for the remainder of 2020, as described above). During his employment, Mr. Franco will be entitled to receive an annual bonus, determined at the discretion of the Company with an annual target of $1,500,000. Upon entering into the renewed employment agreement in 2014, Mr. Franco received an initial equity grant of $3,000,000 of restricted units. These units vested ratably over three years from the date of grant. Pursuant to Mr. Franco’s employment agreement, on January 10, 2017, Mr. Franco was awarded an additional $2,000,000 of restricted units which vested on January 9, 2018. Upon any termination of Mr. Franco’s employment for good reason or by the Company without cause, Mr. Franco will be entitled to (a) a severance payment equal to one times his annual salary and average bonus over the last two years; and (b) accelerated vesting of all then-unvested equity awards (other than unearned OPP Units) made by the Company to Mr. Franco. Mr. Franco is also entitled to a car allowance of $1,000 per month. The agreement further provides that if his employment is terminated for cause (as defined in the agreement to include conviction of, or pleas of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.
Glen J. Weiss
Mr. Weiss entered into an employment agreement with us, dated as of May 25, 2018, pursuant to which he currently serves as Executive Vice President—Co-Head of Real Estate. Mr. Weiss’s employment agreement provided for an initial term ending December 31, 2018 with automatic one-year renewals unless either party gives written notice not to extend the agreement 60 days prior to its scheduled termination date. Mr. Weiss’s employment agreement provides that his base salary will not be less than $950,000 (although Mr. Weiss agreed to waive a portion of his salary, effective April 1, 2020, for the remainder of 2020, as described above). During his employment, Mr. Weiss will be entitled to receive (i) an annual bonus, determined at the discretion of the Company and the Compensation Committee, in an amount of not less than $800,000, and (ii) an annual equity grant with a total notional value of not less than $750,000. Upon entering into the employment agreement, Mr. Weiss received a one-time equity grant of $5,000,000 of restricted units. These units will vest on the fourth anniversary of the date of grant. Upon any termination of Mr. Weiss’s employment by the Company without cause, by Mr. Weiss for good reason, due to death or disability, or (in the case of clause (b) below only) by Mr. Weiss (with or without good reason) following a change in control, Mr. Weiss will be entitled to (a) a severance payment equal to two times his annual salary and average bonus over the last two years, (b) accelerated vesting of all then-unvested equity awards made by the Company to Mr. Weiss, (c) up to 18 months of COBRA coverage, and (d) 24 months of Company-provided life insurance.

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Table of Contents

TABLE OF CONTENTS​

ADDITIONAL MATTERS TO COME BEFORE THE SPECIAL MEETING

​		​VORNADO REALTY TRUST​​​59​​

No matters,

​2021 PROXY STATEMENT​
Severance and Change of Control Arrangements
Of our Named Executive Officers, each of Messrs. Franco and Weiss has, and Messrs. Greenbaum and Macnow had, an employment agreement that provides for certain payments in the event of a termination of employment, including one following a change of control. Neither Mr. Roth nor any of our Trustees has an employment agreement or other individual severance arrangement. Our omnibus share plans, which govern all of our equity-based awards and the related forms of equity award agreements, provide that annual equity awards do not vest automatically upon a change of control. In addition, our deferred compensation plans provide that all applicable deferred compensation is paid out to an executive or Trustee upon his or her departure from the Company. The Company does not maintain a retirement plan other than a 401(k) plan. In addition, upon the Proposaldeath or disability of an executive, that executive, or his or her estate, may be entitled to insurance benefits under policies with third parties maintained by us.
Our employment agreements are negotiated on a case-by-case basis. Generally, our agreements govern severance payments under the following circumstances: (1) termination of the employee for “cause”; (2) termination by the employee for “good reason” ​(such as breach of the employment agreement by the Company or, in certain cases, if a change of control occurs and the employee then decides to terminate his employment) or by the Company without “cause”; (3) termination following a disability; (4) termination due to death; and (5) in certain cases, termination upon retirement after the employee reaches the age of 65. Reference should be made to the actual employment agreements for the specific terms. Generally, however, on any termination, the applicable executive officer will receive his accrued and unpaid salary and other benefits until the date of termination. For “cause” terminations by the Company, the employee will not receive any additional payment. If the employee terminates his employment for “good reason” or the Company terminates his employment without “cause,” the employee typically receives an additional payment (or payments over a specified period) that may vary from one year of salary and bonus to up to three years of salary and bonus. Generally, cash payments are in a lump sum other than in the case of termination on disability or death when the costs of benefits may be paid for a period of one to three years (depending upon the applicable executive’s agreement). For terminations due to disability or death, an executive who has this provision in the applicable agreement typically receives between one year of salary or bonus and three years of salary. In certain cases, the employment agreements also provide for continued benefits for specified periods. Historically, severance payments following a change of control under employment agreements for our Named Executive Officers require that the change of control must occur and be followed by any termination of employment (for whatever reason) in order for there to be a payment. We believe that our current severance provisions appropriately achieve the benefits of ensuring the dedication of employees in connection with a change of control without providing for an automatic payment under the employment agreement for a change of control.
Our equity-based compensation awards are governed by the individual award agreements issued under our omnibus share plans. Generally, upon terminations of employment, no unvested awards are accelerated but employees are entitled to keep awards that have already vested if they exercise options or similar awards within specified periods after termination. In Mr. Franco’s case, however, his employment agreement provides that on a termination by the Company without cause or by Mr. Franco with good reason, his unvested equity awards (other than unearned OPP Units) then vest. Our forms of award agreements for annual equity awards provide that unvested equity awards vest following a change of control only if the applicable employee’s employment is terminated by the Company without “cause” or by such employee with “good reason.” We believe these vesting provisions for equity awards following a change of control are appropriate due to the change in the nature of the award caused by a change of control. In the case of retirement after the age of 65, options automatically vest and OPP Units continue to vest on their original schedule subject to the applicable performance conditions. Beginning with awards granted in 2019, in the case of retirement (as defined above), Performance Conditioned AO LTIP Units, restricted shares and restricted units continue to vest on their original schedule (subject to performance conditions, as applicable). In the case of a termination due to disability, options, Performance Conditioned AO LTIP Units and OPP Units remain outstanding subject to actual performance, and in the case of death, all equity awards vest.

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​​60​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
The information presented below reflects the estimated payments that each of our Named Executive Officers (other than Messrs. Greenbaum and Macnow) would have received under the employment termination scenarios set forth below (including following a change of control) if employment termination were to have occurred on December 31, 2020. In calculating the value of equity-based awards, the presentation uses a price per Share of $37.34, the closing price of our Shares on the New York Stock Exchange on the last trading day in 2020. In addition, in estimating bonuses payable for the calculation of severance payments, we have used the actual bonuses paid in 2021 for 2020 performance (including, for these presentation purposes only, the value of all restricted units granted as a bonus in the first quarter of 2021). The actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from the Company.
Steven Roth (amounts in dollars)​
​
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(3)​​—​​—​​3,134,615​​—​​—​​—​
Unvested Options​​—​​—​​—​​—​​—​​—​
Unvested Restricted Units​​8,780,800​​8,780,800​​8,780,800​​8,780,800​​8,780,800​​—​
Unvested OPP Units​​—​​—​​—​​—​​—​​—​
Benefits Continuation​​—​​—​​—​​—​​—​​—​
Accrued Vacation​​17,308​​17,308​​17,308​​17,308​​17,308​​17,308​
   Total​​8,798,108​​8,798,108​​11,932,723​​8,798,108​​8,798,108​​17,308​
Michael J. Franco (amounts in dollars)​
​
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​​—​​—​​6,728,407​​6,728,407​​6,728,407​​—​
Unvested OPP Units​​—​​—​​—​​—​​—​​—​
Benefits Continuation​​—​​—​​—​​—​​—​​—​
Accrued Vacation​​163,462​​163,462​​163,462​​163,462​​163,462​​163,462​
   Total​​163,462​​163,462​​9,391,869​​6,891,869​​6,891,869​​163,462​
Glen J. Weiss (amounts in dollars)​
​
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​​—​​—​​4,000,000​​—​​—​​—​
Unvested Options​​—​​—​​—​​—​​—​​—​
Unvested Restricted Units​​—​​—​​4,328,602​​4,328,602​​4,328,602​​4,328,602​
Unvested OPP Units​​—​​—​​—​​—​​—​​—​
Benefits Continuation(4)​​—​​—​​24,953​​24,953​​—​​—​
Accrued Vacation​​86,538​​86,538​​86,538​​86,538​​86,538​​86,538​
   Total​​86,538​​86,538​​8,440,093​​4,440,093​​4,415,140​​4,415,140​
​
(1)
Payments upon retirement from the Company are available to those Named Executive Officers who retire after reaching the age of 65. Mr. Roth would have qualified for retirement at December 31, 2020. Except as otherwise provided in these tables, no payments are due upon any other voluntary termination prior to retirement.
​
(2)
Our annual award agreements provide that unvested grants of options and restricted units vest following a change of control only upon specified terminations of employment. These amounts do not include the value of equity that vests for those persons due to their retirement after the age of 65 as opposed to amounts payable solely due to a change of control.
​
(3)
Severance amount is based on 40.75 years of service through December 31, 2020 with two weeks of salary and average bonus compensation payable for each year of service.
​
(4)
Information presented as to the costs of benefits is based on an estimated total annual cost of benefits for such Named Executive Officer. In certain cases, continued benefits made available following a termination will be less than the total benefits currently payable.
​

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​2021 PROXY STATEMENT​
Separation from Service of Mr. Greenbaum and Mr. Macnow
In connection with our $35 million annual overhead reduction program announced in December 2020, Mr. Greenbaum separated from service as an officer of the Company on December 31, 2020. The separation from service was treated as a termination without cause under his employment agreement and we accrued $8,494,965 in respect of his severance payment, which amount includes a Company car with a value of $20,350 that was conveyed to him and, in accordance with Company policy, unused, accrued vacation time. In connection with the separation from service, the Company and Mr. Greenbaum entered into an agreement, dated February 16, 2021, which provides for a release of claims against the Company.
In connection with our $35 million annual overhead reduction program announced in December 2020, Mr. Macnow separated from service as an officer of the Company on December 31, 2020. The separation from service was treated as a termination without cause under his employment agreement and we accrued $4,528,508 in respect of his severance payment, which amount includes (i) $907,200 Grant Date Fair Value of restricted units that were granted to him in January 2021 with respect to $1.2 million in cash severance payments which were granted in addition to the cash severance that Mr. Macnow was entitled to under his employment agreement, (ii) a Company car with a value of $29,000 that was conveyed to him and (iii) in accordance with Company policy, unused, accrued vacation time. In connection with the separation from service, the Company and Mr. Macnow entered into an agreement, dated February 16, 2021, which provides for a release of claims against the Company.
Pay Ratio Disclosure Rule
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, 2020, the Company employed 2,899 persons of which 1,997 persons are employed by Building Maintenance Services, our cleaning and maintenance services business (“BMS Employees”). The applicable information is set forth below:
​Median Employee total annual compensation​​​$60,516​​
​Median Employee (excluding BMS Employees) total annual compensation​​​$88,598​​
​Mr. Roth (“PEO”) total annual compensation​​​$11,047,233​​
​Ratio of PEO to Median Employee Compensation​​​​182.6:1.0​​
​Ratio of PEO to Median Employee Compensation (excluding BMS Employees)​​​​124.7:1.0​​
In determining the median employee, we prepared a listing of all employees as of December 31, 2020. Employees on leave of absence or persons on furlough as of December 31, 2020 were excluded from the list and wages and salaries were annualized for those permanent employees who were not employed for the full year of 2020. The median employee was selected from the annualized list.

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COMPENSATION OF TRUSTEES
​
Trustees who are not officers of the Company receive an annual retainer. During 2020, 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 Chair 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 Chair 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 2020 for the non-management members of our Board. Effective April 1, 2020, each of our Trustees agreed to waive his or her $75,000 cash retainer for the remainder of 2020 and such reductions are reflected in the table below.
Name​​
Fees Earned or
Paid in Cash ($)
​​
Share/Unit
Awards ($)(1)
​​Total ($)​
Candace K. Beinecke​​​​123,750​​​​​141,939​​​​​265,689​​
Michael D. Fascitelli​​​​18,750​​​​​141,939​​​​​160,689​​
Beatrice Hamza Bassey(2)​​​​7,460​​​​​344,721​​​​​352,181​​
William W. Helman IV​​​​28,750​​​​​141,939​​​​​170,689​​
David M. Mandelbaum​​​​18,750​​​​​141,939​​​​​160,689​​
Mandakini Puri​​​​67,903​​​​​141,939​​​​​209,842​​
Daniel R. Tisch​​​​73,750​​​​​141,939​​​​​215,689​​
Richard R. West​​​​54,597​​​​​141,939​​​​​196,536​​
Russell B. Wight, Jr.​​​​18,750​​​​​141,939​​​​​160,689​​
​
(1)
The amounts presented in this column reflect the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted in 2020. The grant date fair value is the amount we would expense in our consolidated financial statements over the award’s anticipated vesting schedule. These amounts differ from that set forth in the first introductory paragraph above as that amount is based on the market price for our Shares on the date of grant. For additional information on our value assumptions, refer to footnote 15 of our consolidated financial statements included in our Form 10-K as filed with the SEC. Dividends are paid on both the vested and unvested portion of restricted share and restricted unit awards. For information concerning the aggregate equity awarded to non-management Trustees under our omnibus share plans, see Note 8 to the Principal Security Holders table.
​
(2)
Includes a one-time grant of restricted equity with a value on the date of grant of  $202,782 in connection with Ms. Hamza Bassey joining the Board.
​
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
​
The Compensation Committee 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.

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​2021 PROXY STATEMENT​
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
​
Review and Approval of Related Person Transactions
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.
Transactions Involving Interstate Properties
As of March 22, 2021, 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 $203,000 in management fees under the agreement for the year ended December 31, 2020.
Transactions Involving Alexander’s
As of March 22, 2021, 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. Matthew J. Iocco, our Chief Accounting Officer, is Chief Financial Officer of Alexander’s and Dr. West and Ms. Puri, our trustees, also serve as directors 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) $334,000, 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

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​2021 PROXY STATEMENT​
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.   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, Rego Park II properties and The Alexander apartment tower.
During the year ended December 31, 2020, Alexander’s incurred $2,800,000 in management fees, $489,000 in development fees, $276,000 in leasing fees, and $5,051,000 for property management and other fees under its agreements with the Company and/or BMS.
At December 31, 2020, Alexander’s owed the Company (i) $845,000 for management, property management, cleaning, engineering and security fees, (ii) $557,000 for development fees and (iii) $114,000 for leasing fees.
Certain Other Transactions or Relationships
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 per year in rent.
Our property, 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 2020 was $4,488,303 and increases at 6% per year. Mr. Mandelbaum has no direct voting or pecuniary interest in these trusts or in the ground lease.
Imperial Companies 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 2020, Imperial Companies paid $554,072 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.
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 2020, Daryl Roth Productions paid rent of $490,619.
We provide various services to Fifth Avenue and Times Square joint venture in accordance with management, development, leasing and other agreements. Haim Chera, Executive Vice President—Head of Retail, has an investment in Crown Acquisitions Inc. and Crown Retail Services LLC (collectively, “Crown”), companies controlled by Mr. Chera’s family. Crown has a nominal minority interest in Fifth Avenue and Times Square JV. Crown also has an approximately 10% interest in our 697-703 Fifth Avenue property. Crown received leasing commissions in 2020 in the amount of $455,549 for leasing services provided at one of our wholly owned properties. Additionally, we have other investments with Crown.
Other Transactions or Relationships Considered in Determining Trustee Independence
Daniel R. Tisch, a Trustee, was also a member of the Board of Trustees of New York University until September 2020. 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 did he receive any compensation in connection with such relationship.

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​2021 PROXY STATEMENT​
REPORT OF THE AUDIT COMMITTEE
​
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 Ms. Puri, Mr. Tisch and Dr. West 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 Noticepreceding paragraph and subject to the limitations on the role and responsibilities of Special Meeting, maythe Audit Committee referred to below and in the Audit Committee Charter in effect during 2020, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements be consideredincluded in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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.
MANDAKINI PURI
DANIEL R. TISCH
DR. RICHARD R. WEST

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​2021 PROXY STATEMENT​
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​
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, 2021. 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 SpecialAnnual Meeting, orthe Audit Committee, in its discretion, may change the appointment at any postponementtime 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.
Audit Fees
The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2020 and 2019, 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 adjournment thereof.

registration statements under the Securities Act of 1933, as amended, and Securities Exchange Act during those fiscal years were $2,975,000 and $3,184,000, respectively.

Audit-Related Fees

The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2020 and 2019 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 $2,342,000 and $2,863,000, respectively. “Audit-Related Fees” generally includes fees for stand-alone audits of subsidiaries.
Tax Fees
The aggregate fees billed by the Deloitte Entities for the years ended December 31, 2020 and 2019 for professional services rendered for tax compliance, tax advice and tax planning were $1,820,000 and $1,818,000, respectively. “Tax Fees” generally include fees for tax consultations regarding return preparation and REIT tax law compliance.
All Other Fees
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, 2020 and 2019.
Pre-Approval Policies and Procedures
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

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PROXY AUTHORIZATION VIA THE INTERNET OR BY TELEPHONE

​		​VORNADO REALTY TRUST​​​67​​

​2021 PROXY STATEMENT​
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 2021.
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 not be counted as votes cast and will have no effect on the result of this vote.

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​2021 PROXY STATEMENT​
PROPOSAL 3: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
​
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 2020 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:
Advisory Resolution on Executive Compensation
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 2017 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.
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 this vote.

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​​VORNADO REALTY TRUST​​​69​​
​2021 PROXY STATEMENT​
INCORPORATION BY REFERENCE
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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.
ADDITIONAL MATTERS TO COME BEFORE THE MEETING
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The Board does not intend to present any other matter, nor does it have any information that any other matter will be brought, before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is the intention of each of the individuals named in the accompanying proxy to vote said proxy in accordance with his or her discretion on such matters.
PROXY AUTHORIZATION VIA THE INTERNET OR BY TELEPHONE
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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 August 6, 2019.Wednesday, May 19, 2021. 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'shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders'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 forfrom Internet access providers and telephone companies, that must be borne by the shareholder.

ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALS

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ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALS

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 (other than a proposal for inclusion in the proxy statement for the Company’s Annual Meeting of Shareholders in 2022 pursuant to Rule 14a-8 under the Securities Exchange Act), 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'syear’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, 202020, 2022 and not later than the close of business on February 16, 2020.

19, 2022.

Shareholders who wish to submit a "proxy access"“proxy access” nomination for inclusion in our proxy statement in connection with our 20202022 Annual Meeting of Shareholders must submit a written notice in compliance with the procedures and along with the other information required by our current 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, 201910, 2021 and not later than the close of business on December 7, 2019.

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​​70​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
Shareholders interested in presenting a proposal for inclusion in the proxy statement for the Company'sCompany’s Annual Meeting of Shareholders in 20202022 may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934.Act. 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 the close of business on December 7, 2019.

10, 2021.
By Order of the Board of Trustees,

Steven J. Borenstein
By Order of the Board of Trustees,

Alan J. Rice
Secretary

New York, New York
June 14, 2019

New York, New York
April 9, 2021
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.

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ANNEX A

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VORNADO REALTY TRUST
AmendmentRECONCILIATION OF NON-GAAP METRICS
The following table reconciles net (loss) income attributable to Declarationcommon shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
​​​​​​​​​
For the Year Ended
December 31,
​
(Amounts in thousands, except per share amounts)​​​​​​​​2020​​2019​
Net (loss) income attributable to common shareholders​​​​
(A)
​​​​$(348,744)​​​​$3,097,806​​
Per diluted share​​​​​​​​​$(1.83)​​​​$16.21​​
FFO adjustments:​​​​​​​​​​​​​​​​​​​
Depreciation and amortization of real property​​​​​​​​​$368,556​​​​$389,024​​
Real estate impairment losses​​​​​​​​​​236,286​​​​​32,001​​
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests​​​​​​​​​​—​​​​​(2,559,154)​​
Net gains on sale of real estate​​​​​​​​​​—​​​​​(178,711)​​
Net gain from sale of Urban Edge Properties common shares (sold on March 4, 2019)​​​​​​​​​​—​​​​​(62,395)​​
Decrease (increase) in fair value of marketable securities:​​​​​​​​​​​​​​​​​​​
Pennsylvania Real Estate Investment Trust (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)​​​​​​​​​​4,938​​​​​21,649​​
Lexington Realty Trust (sold on March 1, 2019)​​​​​​​​​​—​​​​​(16,068)​​
Other​​​​​​​​​​—​​​​​(48)​​
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:​​​​​​​​​​​​​​​​​​​
Non-cash impairment loss on our investment in Fifth Avenue and
Times Square JV, reversing a portion of the $2.559 billion gain
recognized on the April 2019 transfer to the Joint Venture
attributable to the GAAP required write-up of the retained interest
​​​​​​​​​​409,060​​​​​—​​
Depreciation and amortization of real property​​​​​​​​​​156,646​​​​​134,706​​
Decrease in fair value of marketable securities​​​​​​​​​​2,801​​​​​2,852​​
​​​​​​​​​​​1,178,287​​​​​(2,236,144)​​
Noncontrolling interests’ share of above adjustments​​​​​​​​​​(79,068)​​​​​141,679​​
FFO adjustments, net​​​​
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​​​​$1,099,219​​​​$(2,094,465)​​
FFO attributable to common shareholders (non-GAAP)​​​​
(A+B)
​​​​$750,475​​​​$1,003,341​​
Convertible preferred share dividends​​​​​​​​​​47​​​​​57​​
FFO attributable to common shareholders plus assumed conversions (non-GAAP)​​​​​​​​​​750,522​​​​​1,003,398​​
FFO per diluted share (non-GAAP)​​​​​​​​​$3.93​​​​$5.25​​

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​​72​​​VORNADO REALTY TRUST​​
​2021 PROXY STATEMENT​
The following table reconciles of TrustFFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

The Declaration of Trust of

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For the Year Ended
December 31,
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(Amounts in thousands, except per share amounts)​​​​​​​​2020​​2019​
FFO attributable to common shareholders plus assumed conversions (non-GAAP)​​​​
(A)
​​​​$750,522​​​​$1,003,398​​
Per diluted share (non-GAAP)​​​​​​​​​$3.93​​​​$5.25​​
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:​​​​​​​​​​​​​​​​​​​
After-tax net gain on sale of 220 Central Park South condominium units​​​​​​​​​$(332,099)​​​​$(502,565)​​
Severance and other reduction-in-force related expenses​​​​​​​​​​23,368​​​​​—​​
Transaction related costs​​​​​​​​​​7,150​​​​​4,613​​
Our share of loss from real estate fund investments​​​​​​​​​​63,114​​​​​48,808​​
Severance accrual related to Hotel Pennsylvania closure, net of $3,145
of income tax benefit
​​​​​​​​​​6,101​​​​​—​​
608 Fifth Avenue lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019​​​​​​​​​​(70,260)​​​​​77,156​​
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020​​​​​​​​​​13,369​​​​​—​​
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022​​​​​​​​​​—​​​​​22,540​​
Other​​​​​​​​​​2,510​​​​​(10,732)​​
​​​​​​​​​​​(286,747)​​​​​(360,180)​​
Noncontrolling interests’ share of above adjustments​​​​​​​​​​19,269​​​​​22,989​​
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net​​​​
(B)
​​​​$(267,478)​​​​$(337,191)​​
Per diluted share (non-GAAP)​​​​​​​​​$(1.40)​​​​$(1.76)​​
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)​​​​
(A+B)
​​​​$483,044​​​​$666,207​​
Per diluted share (non-GAAP)​​​​​​​​​$2.53​​​​$3.49​​
FFO is computed in accordance with 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)
Definitions. For the purposes of Sections 6.6, 6.7, 6.8 and 6.9, the following terms shall have the following meanings:

    "Adoption Date" shall mean the effective date of the merger of Vornado, Inc. into the Trust.

    "Beneficial Ownership" shall mean ownership of Shares either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings.

    "Beneficiary" shall mean the beneficiary of the Special Trust as determined pursuant to Section 6.8(e).

    "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

    "Common Equity Stock" shall mean outstanding Shares that are either Common Stock or Excess Common Stock.

    "Constructive Ownership" shall mean ownership of Shares either directly or constructively through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

    "Constructive Ownership Limit" shall mean 9.9% of the outstanding Equity Stock of any class.

    "Domestically Controlled Qualified Investment Entity" shall mean a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4)(B) of the Code.

    "Equity Stock" shall mean outstanding Shares that are either Common Equity Stock or Preferred Equity Stock. Equity Stock of any particular class shall mean Common or Preferred Stock of that class and Excess Common or Preferred Stock that would, under Section 6.8(e)(1), automatically be exchanged for Common or Preferred Stock of that class in the event of a transfer of an interest in the Special Trust in which such Excess Stock is held.

    "Excess Common Stock" shall mean Excess Stock that would, under Section 6.8(e)(1), automatically be exchanged for Common Stock in the event of a transfer of an interest in the Special Trust in which such Excess Stock is held.

    "Excess Preferred Stock" shall mean Excess Stock that would, under Section 6.8(e)(1), automatically be exchanged for Preferred Stock in the event of a transfer of an interest in the Special Trust in which such Excess Stock is held.

    "Existing Constructive Holder" shall mean any Person who (i) is the Constructive Owner of Shares in excess of the Constructive Ownership Limit on the Adoption Date, so long as, but only so long as, such Person (x) provides the certification requesteddefinition adopted by the Board of TrusteesGovernors of the 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 Person's statusadjustments 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 tenant of the Trustperformance measure or an owner, directly or indirectly, of a tenant of the Trust and such certification is and remains true, (y) Constructively Owns Shares in excess of the Constructive Ownership Limit and (z) is not a Disqualified

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    Constructive Holder, or (ii) is designated by the Board of Trustees as an Existing Constructive Holder pursuant to the provisions of Section 6.6(l)(2), so long as, but only so long as, such Person (x) complies with any conditions or restrictions associated with such designation, (y) Constructively Owns Shares in excess of the Constructive Ownership Limit, and (z) is not a Designated Constructive Holder.

    "Existing Holder" shall mean (i) any Person who is the Beneficial Owner of shares of Common Stock in excess of the Ownership Limit on the Adoption Date, so long as, but only so long as, such Person Beneficially Owns shares of Common Stock in excess of the Ownership Limit and (ii) any Person (other than another Existing Holder) to whom an Existing Holder Transfers Beneficial Ownership of shares of Common Stock causing such transferee to Beneficially Own shares of Common Stock in excess of the Ownership Limit but not in excess of such Person's Existing Holder Limit. Interstate Properties shall not be treated as an Existing Holder for purposes of Section 6.6(i)(1) hereof, instead, transfers of shares of Common Stock by Interstate Properties shall be treated as transfers of shares of Common Stock by each of the partners of Interstate Properties in proportion to their interest in that partnership.

    "Existing Holder Limit" (i) for any Existing Holder who is an Existing Holder by virtue of clause (i) of the definition of "Existing Holder", shall mean, initially, the percentage of the outstanding Common Equity Stock Beneficially Owned by such Existing Holder on the Limitation Date, and after any adjustment pursuant to Section 6.6(i), shall mean the percentage of the outstanding Common Equity Stock as so adjusted; and (ii) for any Existing Holder who becomes such an Existing Holder by virtue of clause (ii) of the definition of "Existing Holder", shall mean, initially, the percentage of the outstanding Common Equity Stock Beneficially Owned by such Existing Holder at the time that such Existing Holder becomes an Existing Holder, provided, that such Person's Existing Holder Limit shall be the lower of the foregoing percentage and the highest percentage of Common Equity Stock that could be Beneficially Owned by such Person without resulting in the five largest then-existing Existing Holder Limits exceeding 49.9% of the Common Stock (or, if there are fewer than five then-existing Existing Holders, (i) all then-existing Existing Holder Limits plus (ii) the product of (x) the Ownership Limit and (y) five less the number of then-existing Existing Holders shall not exceed 49.9% of the Common Stock) and, after any adjustment pursuant to Section 6.6(i), shall mean such percentage of the outstanding Common Equity Stock as so adjusted. 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)(2) of the Code. From the Limitation Date and prior to the Ownership Limitation Termination Date, the secretary of the Trust shall maintain and, upon request, make available to each Existing Holder a schedule which sets forth the then current Existing Holder Limit for such Existing Holder. There shall be a single Existing Holder Limit for each "family", as such term is defined in Section 544 of the Code.

    "Foreign Ownership Limitation Period" shall mean the period commencing on [insert effective date of this Amendment] and ending on the first day on which the Board of Trustees determines that it is no longer in the best interests of the Trust to attempt to, or continue to, qualifycash flow as a Domestically Controlled Qualified Investment Entity.

    "Limitation Date" shall mean the date on which the Trust issues at least 4.875 million shares of Common Stock, or such other date as may be specified by the Board of Trustees by Board action taken prior to the date of such an issuance.

    "Market Price" shall mean the last reported sales price reported on the New York Stock Exchange of Shares of the relevant class on the trading day immediately preceding the relevant date, or if the Shares of the relevant class are not then traded on the New York Stock Exchange, the last reported sales price of Shares of the relevant class on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the Shares of the relevant class may be traded, or if the Shares of the relevant class are not then traded over any exchange or quotation system, then the market price of the Shares of the relevant class on the relevant date as determined in good faith by the Board of Trustees of the Trust.

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    "Ownership Limit", with respect to the Common Stock,shall meaninitially meant 2.0% of the outstanding Common Equity Stock of the Trust, currently means 6.7% of the outstanding Common Equity Stock of the Trust(due to an adjustment under Section 6.6(j)) and, after an adjustment, as set forth in Section 6.6(j), shall mean such greater percentage (but not more than 9.9%) as so adjusted, and, with respect to any class of Preferred Stock, shall mean 9.9% of the outstanding Preferred Equity Stock of such class.

    "Ownership Limitation Termination Date" shall mean the first day after the date on which the Board of Trustees determines that it is no longer in the best interests of the Trust to attempt to, or continue to qualify as a REIT.

    "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity or any government or agency or political subdivision thereof and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but does not include an underwriter which participates in a public offering of Shares for a period of 25 days following the purchase by such underwriter of those Shares.

    "Preferred Equity Stock" shall mean outstanding Shares that are either Preferred Stock or Excess Preferred Stock. Preferred Equity Stock of any particular class shall mean Preferred Stock of that class and Excess Preferred Stock that would, under Section 6.8(e)(1), automatically be exchanged for Preferred Stock of that class in the event of a transfer of an interest in the Special Trust in which such Excess Preferred Stock is held.

    "Purported Beneficial Holder" shall mean, with respect to any event other than a purported Transfer which results in Excess Stock, the person for whom the purported Record Holder of the Shares that were, pursuant to Section 6.6(c), automatically exchanged for Excess Stock upon the occurrence of such event held such Shares.

    "Purported Beneficial Transferee" shall mean, with respect to any purported Transfer which results in Excess Stock, the purported beneficial transferee for whom the Purported Record Transferee would have acquired Shares, if such Transfer had been valid under Section 6.6(b).

    "Purported Record Holder" shall mean, with respect to any event other than a purported Transfer which results in Excess Stock, the record holder of the Shares that were, pursuant to Section 6.6(c), automatically exchanged for Excess Stock upon the occurrence of such event.

    "Purported Record Transferee" shall mean, with respect to any purported Transfer which results in Excess Stock, the record holder of the Shares if such Transfer had been valid under Section 6.6(b).

    "REIT" shall mean a real estate investment trust under Section 856 of the Code.

    "Special Trust" shall mean the trust created pursuant to Section 6.8(a).

    "Tenant" shall mean any Person that leases (or subleases) real property of the Trust.

    "Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Shares (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise.

    "Trustee" shall mean, for purposes of Article VI only, the Trust as trustee for the Special Trust, and any successor trustee appointed by the Trust.

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(b)
Restrictions on Ownership and Transfer.

(1)
Except as provided in Section 6.6(l), from the Adoption Date and prior to the Ownership Limitation Termination Date, no Person (other than, in the case of Common Stock, an Existing Holder) shall Beneficially Own Shares of any class in excess of the Ownership Limit for such class of Shares and no Person (other than an Existing Constructive Holder) shall Constructively Own Shares in excess of the Constructive Ownership Limit. In addition, except as provided in section 6.6(1), from the Limitation Date and prior to the Ownership Limitation Termination Date, no Existing Holder shall Beneficially Own shares of Common Stock in excess of the Existing Holder Limit for such Existing Holder.

(2)
Except as provided in Section 6.6(l), from the Adoption Date and prior to the Ownership Limitation Termination Date, any Transfer that, if effective, would result in any Person (other than, in the case of a Transfer of Common Stock, an Existing Holder) Beneficially Owning Shares of any class in excess of the Ownership Limit with respect to Shares of such class shall be void ab initio as to the Transfer of such Shares which would be otherwise Beneficially Owned by such Person in excess of such Ownership Limit; and the intended transferee shall acquire no rights to such Shares.

(3)
Except as provided in Section 6.6(l), from the Limitation Date and prior to the Ownership Limitation Termination Date, any Transfer that, if effective, would result in any Existing Holder Beneficially Owning shares of Common Stock in excess of the applicable Existing Holder Limit shall be void ab initio as to the Transfer of such shares of Common Stock which would be otherwise Beneficially Owned by such Existing Holder in excess of the applicable Existing Holder Limit; and such Existing Holder shall acquire no rights to such shares of Common Stock.

(4)
From the Adoption Date and prior to the Ownership Limitation Termination Date, any Transfer that, if effective, would result in any Person (other than an Existing Constructive Holder) Constructively Owning Shares in excess of the Constructive Ownership Limit shall be void ab initio as to the Transfer of such Shares which would be otherwise Constructively Owned by such Person in excess of such amount; and the intended transferee shall acquire no rights in such Shares.

(5)
From the Adoption Date and prior to the Ownership Limitation Termination Date, any Transfer that, if effective, would result in Shares being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of such Shares which would be otherwise beneficially owned by the transferee; and the intended transferee shall acquire no rights in such Shares.

(6)
From the Adoption Date and prior to the Ownership Limitation Termination Date, any Transfer that, if effective, would result in the Trust being "closely held" within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of the Shares which would cause the Trust to be "closely held" within the meaning of Section 856(h) of the Code; and the intended transferee shall acquire no rights in such Shares.

(7)
During the Foreign Ownership Limitation Period, any Transfer that, if effective, would result in the Trust failing to qualify as a Domestically Controlled Qualified Investment Entity shall be void ab initio as to the Transfer of the Shares which would cause the Trust to fail to qualify as a Domestically Controlled Qualified Investment Entity; and the intended transferee shall acquire no rights in such Shares.

(c)
Exchange for Excess Stock.

(1)
If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, there is a purported Transfer such that any Person (other than, in the case of Common Stock, an Existing Holder) would Beneficially Own Shares of any class in excess of the applicable Ownership Limit with respect to such class, then, except as otherwise provided in Section 6.6(l)(1), such number of Shares in excess of such Ownership Limit (rounded up to the nearest

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      whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Transfer.

    (2)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Limitation Date and prior to the Ownership Limitation Termination Date, there is a purported transfer such that an Existing Holder would Beneficially Own shares of Common Stock in excess of the applicable Existing Holder Limit, then, except as otherwise provided in Section 6.6(l)(1), such number of shares of Common Stock in excess of such Existing Holder Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Transfer.

    (3)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, there is a purported Transfer such that any Person (other than an Existing Constructive Holder) Constructively Owns Shares in excess of the Constructive Ownership Limit, then such Shares in excess of such limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Transfer.

    (4)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, there is a purported Transfer which, if effective, would cause the Trust to become "closely held" within the meaning of Section 856(h) of the Code, then the Shares being Transferred which would cause the Trust to be "closely held" within the meaning of Section 856(h) of the Code (rounded up to the nearest whole share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Transfer.

    (5)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, any Person other than, with respect to Common Stock, an Existing Holder (the "Purchaser") purchases or otherwise acquires an interest in a Person which Beneficially Owns Shares (the "Purchase") and, as a result, the Purchaser would Beneficially Own Shares of any class in excess of the applicable Ownership Limit with respect to such class, then, except as provided in Section 6.6(l)(1), such number of Shares in excess of such Ownership Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Purchase. In determining which Shares are exchanged, Shares of the relevant class Beneficially Owned by the Purchaser prior to the Purchase shall be treated as exchanged before any Shares Beneficially Owned by the Person an interest in which is being so purchased or acquired are so treated.

    (6)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Limitation Date and prior to the Ownership Limitation Termination Date, an Existing Holder purchases or otherwise acquires an interest in a Person which Beneficially Owns Shares (the "Purchase") and, as a result, such Existing Holder would Beneficially Own shares of Common Stock in excess of the applicable Existing Holder Limit, then, except as provided in Section 6.6(l)(1), such number of shares of Common Stock in excess of such Existing Holder Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Purchase. In determining which shares of Common Stock are exchanged, shares of Common Stock Beneficially Owned by the purchasing Existing Holder prior to the Purchase shall be treated as exchanged before any shares of Common Stock Beneficially Owned by the Person an interest in which is being so purchased or acquired are so treated.

    (7)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, any Person, other than an Existing Constructive Holder (the "Purchaser"), purchases or otherwise acquires an interest in a Person which Constructively Owns Shares (the "Purchase") and, as a result, the Purchaser would Constructively Own Shares in excess of the Constructive Ownership Limit, then such number of Shares in excess of the Constructive Ownership Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares

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      of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the Purchase. In determining which Shares are exchanged, Shares Constructively Owned by the Purchaser prior to the Purchase shall be treated as exchanged before any Shares Constructively Owned by the Person an interest in which is being so purchased or acquired are so treated.

    (8)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, there is a redemption, repurchase, restructuring or similar transaction with respect to a Person that Beneficially Owns Shares (the "Entity") and, as a result, a Person (other than, in the case of Common Stock, an Existing Holder) holding an interest in the Entity would Beneficially Own Shares in excess of the applicable Ownership Limit with respect to such class, then, except as provided in Section 6.6(l)(1), such number of Shares in excess of such Ownership Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the redemption, repurchase, restructuring or similar transaction. In determining which Shares are exchanged, Shares of the relevant class Beneficially Owned by the Entity shall be treated as exchanged before any Shares Beneficially Owned by the Person holding an interest in the Entity (independently of such Person's interest in the Entity) are so treated.

    (9)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Limitation Date and prior to the Ownership Limitation Termination Date, there is a redemption, repurchase, restructuring or similar transaction with respect to a Person that Beneficially Owns shares of Common Stock (the "Entity") and, as a result, an Existing Holder would Beneficially Own shares of Common Stock in excess of the applicable Existing Holder Limit, then, except as provided in Section 6.6 (l)(1), such number of shares of Common Stock in excess of such Existing Holder Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of Shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the transfer. In determining which shares of Common Stock are exchanged, shares of Common Stock Beneficially Owned by the Entity shall be treated as exchanged before any shares of Common Stock Beneficially Owned by the Existing Holder (independently of such Existing Holder's interest in the Entity) are so treated.

    (10)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, there is a redemption, repurchase, restructuring or similar transaction with respect to a Person that Constructively Owns Shares (the "Entity") and, as a result, a Person (other than an Existing Constructive Holder) holding an interest in the Entity would Constructively Own Shares of any class in excess of the Constructive Ownership Limit, then such number of Shares in excess of the Constructive Ownership Limit (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the transfer. In determining which Shares are exchanged, Shares Constructively Owned by the Entity shall be treated as exchanged before any Shares Constructively Owned by the Person holding an interest in the Entity (independently of such Person's interest in the Entity) are so treated.

    (11)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, an event, other than an event described in Sections 6.6(c)(1) through (10), occurs which would, if effective, result in any Person (other than an Existing Constructive Holder) Constructively Owning Shares in excess of the Constructive Ownership Limit, then the smallest number of Shares Constructively Owned by such Person which, if exchanged for Excess Stock, would result in such Person's Constructive Ownership of Shares not being in excess of the Constructive Ownership Limit, shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the relevant event.

    (12)
    If, notwithstanding the other provisions contained in this Article VI, at any time from the Adoption Date and prior to the Ownership Limitation Termination Date, an event, other than an event described in Sections 6.6(c)(1) through (10), occurs which would, if effective, result in any Person (other than, in the case of Common Stock, an Existing Holder) Beneficially Owning Shares in excess of the applicable

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      Ownership Limit, then, except as provided in Section 6.6(l)(1) , the smallest number of Shares Beneficially Owned by such Person which, if exchanged for Excess Stock, would result in such Person's Beneficial Ownership of Shares not being in excess of such Ownership Limit, shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the relevant event.

    (13)
    Subject to the provisions of Section 6.6(c)(14), if, notwithstanding the other provisions contained in this Article VI, at any time from the Limitation Date and prior to the Ownership Limitation Termination Date, an event, other than an event described in Section 6.6(c)(1) through (10), occurs which would, if effective, result in any Existing Holder Beneficially Owning shares of Common Stock in excess of the applicable Existing Holder Limit, then, except as provided in Section 6.6(l)(1), the smallest number of shares of Common Stock Beneficially Owned by such Existing Holder which, if exchanged for Excess Stock, would result in such Existing Holder's Beneficial Ownership of Shares of Common Stock not being in excess of the such Existing Holder Limit, shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the relevant event. Any event which results in Beneficial Ownership on the Limitation Date by an Existing Holder of shares of Common Stock that were not Beneficially Owned by such Existing Holder on the Adoption Date shall be treated, for purposes of this Section 6.6(c)(13), as an event occurring on the day after the Limitation Date and such shares of Common Stock shall not be taken into account in determining such Existing Holder's Existing Holder Limit.

    (14)
    In addition, if a Person (the "nonreporting Person") who Beneficially Owns more than 2.0% of the outstanding shares of Common Stock on the Adoption Date does not provide all of the information required by Section 6.6(f)(2) hereof and, as a result, five or fewer Persons would, but for the exchange required by this paragraph, Beneficially Own, in the aggregate, more than 49.9% of the outstanding shares of Common Stock, then, as of the day prior to the date on which such aggregate ownership would have come to exceed 49.9%, shares of Common Stock Beneficially Owned by such nonreporting Person in excess of 2.0% of the outstanding shares of Common Equity Stock, to the extent not described on the written notice, if any, provided by such nonreporting Person pursuant to Section 6.6(f)(2) hereof, shall be automatically exchanged for shares of Common Stock to the extent necessary to prevent such aggregate ownership from exceeding 49.9%.

    (15)
    If, notwithstanding the other provisions contained in this Article VI, at any time during the Foreign Ownership Limitation Period, there is a purported Transfer or any other event that would, if effective, result in the Trust failing to qualify as a Domestically Controlled Qualified Investment Entity, then the smallest number of Shares owned or purported to be owned, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, by the purported transferee or affected holder which, if exchanged for Excess Stock, would not cause the Trust to fail to qualify as a Domestically Controlled Qualified Investment Entity shall be automatically exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the relevant Transfer or other event.

(d)
Remedies For Breach. If the Board of Trustees or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section 6.6(b) or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Shares in violation of Section 6.6(b), the Board of Trustees or its designees shall take such action as it deems advisable to refuse to give effect or to prevent such Transfer (or any Transfer related to such intent), including, but not limited to, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer; provided, however, that any Transfers or attempted Transfers in violation of Sections 6.6(b)(2) through (4) or Section 6.6(b)(6) shall automatically result in the exchange described in Section 6.6(c), irrespective of any action (or non-action) by the Board of Trustees.

(e)
Notice of Ownership or Attempted Ownership in Violation of Section 6.6(b). Any Person who acquires or attempts to acquire Beneficial or Constructive Ownership of Shares in violation of Section 6.6(b), shall immediately give written notice to the Trust of such event and shall provide to the Trust such other information as the Trust may request in order to determine the effect, if any, of such acquisition or attempted acquisition on 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).

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(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).

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    (4)
    Upon the divorce of an Existing Holder, the Existing Holder Limits of the divorced couple shall be adjusted to reflect their Beneficial Ownership of shares of Common Stock after such divorce.

(j)
Modifications of Ownership Limit.

Subject to the limitations provided in Section 6.6(k), the Board of Trustees may from time to time increase the Ownership Limit with respect to a class of Shares.

(k)
Limitations on Modifications.

(1)
Neither the Ownership Limit with respect to a class of Shares nor any Existing Holder Limit may be increased (nor may any additional Existing Holder Limit be created) if, after giving effect to such increase (or creation), five Beneficial Owners of Shares (including all of the then-existing Existing Holders) could Beneficially Own, in the aggregate, more than 49.9% of the outstanding Equity Stock of the class of Shares to 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 Trust's status as a REIT.

(3)
No Existing Holder Limit shall be reduced to a percentage which is less than the Ownership Limit for Common Stock.

(4)
The Ownership Limit with respect to a class of Sharesliquidity measure. FFO may not be increasedcomparable 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 percentage which is greater than 9.9%.

(l)
Exceptions.

(1)
The Boardmeaningful presentation of Trustees, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from the Ownership Limit with respect to a class of Shares or 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 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 Existing Holder Limit, in either case with respect to such individual, and such Person acknowledges and agrees that any violation or attempted violation will result in, 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 is an individual for purposes of Section 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 represents that it will not own, directly or constructively (by virtue of the application of Section 318(a) of the Code, as 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 Existing Constructive Holders and such 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 attempted violation will result in, to the extent necessary, the exchange of Shares held by such Person in excess of the

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SECTION 6.7 Legend.

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

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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(b)
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.

(c)
Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Trust, (i) subject to the preferential rights of the Preferred Stock, if any, as may be determined by the Board of Trustees 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 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 purported Transfer that resulted in the 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, the corresponding shares of Excess Stock in the 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 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 if such Common Stock or Preferred Stock would not be Excess Stock in the 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, must give advance notice to the Trust of the intended transfer and the Trust must have waived in 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 pay, such excess to the Trust.

(f)
Purchase Right in Excess Stock. Shares of Excess Stock shall be deemed to have been offered for sale to the Trust, or its designee, at a price per share equal to, in the case of Excess Stock resulting from a purported

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A-12

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VORNADO REALTY TRUST

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2019 PROXY STATEMENT

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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 DELIVERYTABLE 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: 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 proposal. ! ! ! 1. APPROVAL 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 INTERNAL REVENUE CODE OF 1986, AS 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 other entity, please sign in full corporate, partnership or other entity name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting: The Notice and Proxy Statement isand Form 10-K are available at www.proxyvote.com. E81696-S87690D36906-P51084 VORNADO REALTY TRUST This proxyProxy is solicited on behalf of the Board of Trustees for the Special2021 Annual Meeting of Shareholders August 7, 2019May 20, 2021 11:30 A.M. The undersigned shareholder, revoking all prior proxies, hereby appoints Steven Roth and Joseph Macnow,Michael D. Fascitelli, or either of them, as proxies for the undersigned, each with full power of substitution, to attend and participate in the SpecialAnnual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"“Company”), to be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 on August 7, 2019Thursday, May 20, 2021 at 11:30 A.M., local time,New York Time, and any postponements or at any postponement or adjournmentadjournments 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 proposalproposals which isare 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 SpecialAnnual Meeting of Shareholders and Proxy Statement.Statement, which are incorporated by reference. Receipt of the Notice of SpecialAnnual Meeting of Shareholders, and the Proxy Statement in connection with such meeting and the 2020 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 "FOR"(1) “FOR” THE AMENDMENTELECTION OF EACH NOMINEE FOR TRUSTEE, (2) “FOR” THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND (3) “FOR” THE NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. THE DECLARATIONVOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF TRUST. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)THE PROXY HOLDER ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Continued and to be signed on reverse side Address Changes/Comments:

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