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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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888 Seventh Avenue
New York, New York 10019
You are invited to attend a Special
the Company’s independent registered public accounting firm for the current fiscal year.
| | ii | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT SUMMARY | |
| | VORNADO REALTY TRUST | | | | iii | | |
| 2021 PROXY STATEMENT SUMMARY | |
| | iv | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT SUMMARY | |
| | VORNADO REALTY TRUST | | | | v | | |
| 2021 PROXY STATEMENT SUMMARY | |
| | | | | 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 confirmation that the formulaic components of the annual incentive plan still apply in future years | | | | • 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) • 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 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 | |
| | vi | | | | VORNADO REALTY TRUST | | |
| 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 | | | | • 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 Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (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 specific oversight responsibility for climate risk matters, in addition to its oversight of ESG matters | |
| | VORNADO REALTY TRUST | | | | vii | | |
| 2021 PROXY STATEMENT SUMMARY | |
| | viii | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT SUMMARY | |
| • 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. | |
| | VORNADO REALTY TRUST | | | | ix | | |
| 2021 PROXY STATEMENT SUMMARY | |
| BOARD OF TRUSTEES | |
| ✓ Highly engaged, experienced Board with diverse skills and expertise ✓ Commitment to Board refreshment, with a focus on gender, racial and ethnic diversity ✓ 90% of the Board is independent ✓ 30% of our Board members are female and 20% are racially/ethnically diverse ✓ Lead Independent Trustee with significant authority and responsibility ✓ Annual Board and committee self-evaluations ✓ Annual review of Board leadership structure ✓ Robust stock ownership guidelines that align the interests of Trustees with those of our shareholders ✓ Four of our Board members each own more than 1% of our common shares ✓ Actively engaged in strategic, risk and management oversight, including cybersecurity matters ✓ Oversees diversity and inclusion matters ✓ Active approach to management succession planning | |
| | x | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT SUMMARY | |
| ✓ 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 ✓ Corporate Governance and Nominating Committee oversees and monitors internal compliance with ethical and social policies | |
| GOVERNANCE PRACTICES | |
| ✓ Robust and ongoing shareholder engagement program and demonstrated responsiveness to feedback ✓ Annual Trustee elections and committee appointments ✓ Market standard proxy access ✓ Shareholders may amend our Bylaws ✓ Trustee resignation policy in uncontested elections for failure to receive majority support ✓ No poison pill ✓ 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) | |
| COMPENSATION PRACTICES | |
| ✓ 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 ✓ 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 ✓ Implemented changes reflected in our 2021 executive compensation program, including reducing notional value of our Outperformance Plan and extending performance measurement period ✓ 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 ✓ Formula-driven annual bonus plan cap for 2021 (was waived for 2020 due to the effects of the COVID-19 pandemic on our business) ✓ Actual Realized Compensation of our CEO and other named executive officers is aligned with actual share performance ✓ Anti-hedging and anti-pledging policies ✓ Our equity plans have a double-trigger equity acceleration upon a change of control ✓ CEO has no employment agreement and is not entitled to any special severance upon a change of control or other employment termination ✓ No excessive perks and no retirement plan other than a 401(k) ✓ No tax gross-ups ✓ 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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| ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY | |
| ✓ Industry-leading sustainability program ✓ ENERGY STAR Partner of the Year Award with Sustained Excellence received six times, most recently in 2020 ✓ Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013, with an “A” grade for our public disclosure ✓ NAREIT Leader in the Light Award every year since 2010 ✓ One of the largest owners of LEED-certified property in the United States ✓ 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 ✓ Signatory of the Task Force on Climate-related Financial Disclosures ✓ 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 ✓ Comprehensive medical and dental insurance, 401(k) employer match and HSA contributions ✓ Strong Code of Business Conduct and Ethics applies to all Trustees, executive officers and employees ✓ Employee policies and manuals prohibit discrimination, bribes, money laundering and other corruption ✓ Restrictions on conflicts of interest ✓ Established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing ✓ Comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals ✓ 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 ✓ Refreshed and renewed anti-harassment policy ✓ 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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| TABLE OF CONTENTS | |
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TABLE OF CONTENTS
| | VORNADO REALTY TRUST | | | | b | | |
| TABLE OF CONTENTS | |
| | c | | | | VORNADO REALTY TRUST | | |
| TABLE OF CONTENTS | |
| 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 | |
888 Seventh Avenue
New York, New York 10019
Special
May 20, 2021
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| 2021 PROXY STATEMENT | |
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.
Wednesday, May 19, 2021.
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.
Table of Contentsaccess the virtual meeting.
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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
| | VORNADO REALTY TRUST | | | | 3 | | |
| 2021 PROXY STATEMENT | |
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.
| | 4 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 5 | | |
| 2021 PROXY STATEMENT | |
| | 6 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 7 | | |
| 2021 PROXY STATEMENT | |
| | 8 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 9 | | |
| 2021 PROXY STATEMENT | |
| OUR MISSION AND CULTURE | | | | Our mission is to execute on the objectives and strategy that we set out in our Annual Report on Form 10-K. Our goal, culture and intent are to do so in a manner that: • adds value to the communities in which we operate; • provides a rewarding, engaging and motivating environment for our employees; and • accomplishes our mission while seeking to maintain the highest ethical standards in a sustainable manner. | |
| Regular Shareholder Engagement | | | | • We, at least annually, meet in person or virtually, with shareholders holding over 50% of our Shares. • Ms. Candace Beinecke, our Lead Independent Trustee, has participated in the majority of these meetings. | |
| Strong, Independent, Diverse and Engaged Board | | | | • 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. • 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. • In 2021, our Board appointed Ms. Beatrice Hamza Bassey as a member of our Compensation Committee, replacing Dr. West. • 90% of our Board is independent, with the only non-independent member being the current Chief Executive Officer. • 30% percent of our Board members are female and 20% are racially/ethnically diverse. • 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. • We have a Lead Independent Trustee with significant authority and responsibility. • 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. • Our Board receives regular updates from senior management on diversity and inclusion matters and actively monitors and oversees these areas. • Our Board and Board Committees undertake a robust self-evaluation at least annually led by our Lead Independent Trustee. | |
| | 10 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | | | | • 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. • 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. • Our Board directly, and through the Corporate Governance and Nominating Committee, actively monitors our sustainability initiatives and compliance with our ethical and social policies. | |
| Strong Shareholder Rights | | | | • We have a single class of Trustees, elected annually. • We have adopted proxy access with a 3/3/20/20 market standard. • Our shareholders may amend our Bylaws. • We require a Trustee to tender his or her offer of resignation if he or she does not receive majority support. • 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. • We have anti-hedging and anti-pledging policies. • We do not have a poison pill. • 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. | |
replace Dr. West.
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| 2021 PROXY STATEMENT | |
| | 12 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 13 | | |
| 2021 PROXY STATEMENT | |
| | 14 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
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.
RegardlessBoard members.
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.
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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.
| 2021 PROXY STATEMENT | |
The excess share provisions used
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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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.
| | 16 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | 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 | | | | | | | | | | | | | | | | | | | | | | |
| | VORNADO REALTY TRUST | | | | 17 | | |
| 2021 PROXY STATEMENT | |
| | 18 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 19 | | |
| 2021 PROXY STATEMENT | |
| | 20 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
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:
| | VORNADO REALTY TRUST | | | | 21 | | |
| 2021 PROXY STATEMENT | |
Annexrisks applicable to the Company generally, the Board conducts regular strategic and personnel reviews.
| | 22 | | | | VORNADO REALTY TRUST | | |
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.
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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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| | 24 | | | | VORNADO REALTY TRUST | | |
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| | VORNADO REALTY TRUST | | | | 25 | | |
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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) | | |||||||||
| Named Executive Officers and Trustees | | | | | | | | | | | | | | | | | | | | | | | ||||
| Steven Roth(5)(6)(7) | | | | (8) | | | | | | 9,417,105 | | | | | | | 4.90% | | | | | | | 4.58% | | |
| 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 | | | | | | | | | ||||||||
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Steven Roth(5)(6)(7)(8) | | | (9) | | | 9,757,160 | | | 5.08% | | | 4.77% | ||||
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David Mandelbaum(5)(8)(10) | | | (9) | | | 8,961,985 | | | 4.70% | | | 4.39% | ||||
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Russell B. Wight, Jr.(5)(8)(11) | | | (9) | | | 5,960,742 | | | 3.12% | | | 2.92% | ||||
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Michael D. Fascitelli(7)(8)(12) | | | (9) | | | 2,509,032 | | | 1.31% | | | 1.23% | ||||
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David R. Greenbaum(7)(8)(13) | | | (9) | | | 658,426 | | | * | | | * | ||||
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Joseph Macnow(7)(8)(14) | | | (9) | | | 293,687 | | | * | | | * | ||||
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Michael J. Franco(7)(8) | | | (9) | | | 279,173 | | | * | | | * | ||||
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Daniel R. Tisch(8)(15) | | | (9) | | | 64,313 | | | * | | | * | ||||
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Richard R. West(8)(16) | | | (9) | | | 38,096 | | | * | | | * | ||||
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Candace K. Beinecke(8) | | | (9) | | | 16,664 | | | * | | | * | ||||
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William W. Helman IV(8) | | | (9) | | | 5,000 | | | * | | | * | ||||
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Mandakini Puri(8) | | | (9) | | | 0 | | | * | | | * | ||||
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All Trustees and current executive officers as a group (15 persons)(7)(8) | | | (9) | | | 17,654,289 | | | 9.12% | | | 8.59% | ||||
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Other Beneficial Owners | | | | | | | | | ||||||||
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The Vanguard Group, Inc.(17) | | | 100 Vanguard Blvd Malvern, PA 19355 | | | 27,207,051 | | | 14.26% | | | 13.32% | ||||
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BlackRock, Inc.(18) | | | 55 East 52nd Street New York, NY 10022 | | | 16,934,287 | | | 8.87% | | | 8.29% | ||||
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JPMorgan Chase & Co.(19) | | | 270 Park Avenue New York, NY 10017 | | | 13,382,921 | | | 7.01% | | | 6.55% | ||||
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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% | ||||
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State Street Corporation(21) | | | One Lincoln Street Boston, MA 02111 | | | 9,693,447 | | | 5.08% | | | 4.75% | ||||
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| | 26 | | | | VORNADO REALTY TRUST | | |
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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.
| | VORNADO REALTY TRUST | | | | 27 | | |
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| | 28 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 29 | | |
| 2021 PROXY STATEMENT | |
| | 30 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 31 | | |
| 2021 PROXY STATEMENT | |
| | | | | 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 | |
| | 32 | | | | VORNADO REALTY TRUST | | |
| 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 | |
| | VORNADO REALTY TRUST | | | | 33 | | |
| 2021 PROXY STATEMENT | |
| | 34 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| 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. | |
| | VORNADO REALTY TRUST | | | | 35 | | |
| 2021 PROXY STATEMENT | |
| | 36 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| 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 | |
| | VORNADO REALTY TRUST | | | | 37 | | |
| 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 $35 million for grants in 2020 for 2019 performance • Under the Absolute TSR component of the 2021 OPP, the Company must achieve a return in excess of 28% (or 7% per annum) for OPP Units to earn any value • Under the Relative TSR Component, the Company must achieve a return above an applicable industry index or indices (the “Index”) for OPP Units to earn any value. OPP Units awarded in 2021 used the SNL US Office REIT Index (80%) and the SNL US Retail REIT Index (20%) • Under the Relative TSR Component, to the extent the Company underperforms the Index by more than 800 basis points (or 200 basis points per annum), the Absolute TSR Component payout, if any, is reduced with a maximum payout of 50% • The Relative TSR Component value is reduced if the Absolute TSR is below 2% per annum with a maximum payout of 50% of the awards if the Absolute TSR is less than 0% • 50% of the earned payouts vest at the end of the performance measurement period and the remaining 50% vest on the one-year anniversary of the end of the performance period. Earned payouts are also subject to an additional one-year holding period following vesting | |
| | 38 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 39 | | |
| 2021 PROXY STATEMENT | |
| | 40 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 41 | | |
| 2021 PROXY STATEMENT | |
| | 42 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 43 | | |
| 2021 PROXY STATEMENT | |
| | 44 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 45 | | |
| 2021 PROXY STATEMENT | |
| Chairman and CEO | | | 6 times his annual base salary | |
| All Other Executive Officers | | | 3 times their annual base salaries | |
| | 46 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| Name | | | Year | | | Salary ($)(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 | | |
| | VORNADO REALTY TRUST | | | | 47 | | |
| 2021 PROXY STATEMENT | |
| 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 | | |
| | 48 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 49 | | |
| 2021 PROXY STATEMENT | |
| | 50 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 51 | | |
| 2021 PROXY STATEMENT | |
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 | | | |
| | 52 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | | | 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 | | |
| | VORNADO REALTY TRUST | | | | 53 | | |
| 2021 PROXY STATEMENT | |
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 | | |
| | 54 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | | | | | 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) | | |
| | VORNADO REALTY TRUST | | | | 55 | | |
| 2021 PROXY STATEMENT | |
| 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 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 56 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | | Option Awards | | | Unit Awards | | ||||||
Name | | | Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Units Acquired on Vesting (#)(2) | | | Value Realized on Vesting ($)(1)(2) | |
Steven Roth | | | — | | | — | | | 84,181 | | | 4,978,714 | |
Joseph Macnow | | | — | | | — | | | 101,900 | | | 4,773,404 | |
David R. Greenbaum | | | — | | | — | | | 161,596 | | | 7,476,448 | |
Michael J. Franco | | | — | | | — | | | 29,430 | | | 1,850,441 | |
Glen J. Weiss | | | — | | | — | | | 5,894 | | | 390,625 | |
Name | | | Type of Deferred Compensation Plan | | | Executive Contributions in Last Fiscal Year ($) | | | 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 | | | — | | | — | | | — | | | — | | | — | |
| | VORNADO REALTY TRUST | | | | 57 | | |
| 2021 PROXY STATEMENT | |
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| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 59 | | |
No matters,
| 2021 PROXY STATEMENT | |
| | 60 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
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 | |
| | VORNADO REALTY TRUST | | | | 61 | | |
| 2021 PROXY STATEMENT | |
| 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 | | |
| | 62 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
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 | | |
| | VORNADO REALTY TRUST | | | | 63 | | |
| 2021 PROXY STATEMENT | |
| | 64 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 65 | | |
| 2021 PROXY STATEMENT | |
| | 66 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
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.
| | VORNADO REALTY TRUST | | | | 67 | | |
| 2021 PROXY STATEMENT | |
| | 68 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
| | VORNADO REALTY TRUST | | | | 69 | | |
| 2021 PROXY STATEMENT | |
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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.
Table of Contents10, 2021.
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The Board of Trustees may amend the Bylaws from time to time.
| | 70 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
Steven J. Borenstein | ||
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| 2021 PROXY STATEMENT | |
| | | | | | | | | 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 | | | | | (B) | | | | | $ | 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 | | |
| | 72 | | | | VORNADO REALTY TRUST | | |
| 2021 PROXY STATEMENT | |
The Declaration of Trust of
| | | For the Year Ended December 31, | | |||||||||||||||
(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 | | |
SECTION 6.6 Restrictions on Ownership and Transfer; Exchange For Excess Stock.
"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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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.
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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.
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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.
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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.
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Constructive Ownership Limit for Excess Stock in accordance with Section 6.6(c) (as though the phrase "other than an Existing Constructive Holder" did not appear therein).
"The shares of Common Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code")and as a domestically controlled qualified investment entity within the meaning of Section 897(h)(4)(B) of the Code. No Person may Beneficially Own shares of Common Stock in excess of 2.0% (or such greater percentage as may be determined by the Board of Trustees) of the outstanding Common Equity Stock of the Trust (unless such Person is an Existing Holder) and no Person may Constructively Own shares of Common Stock in excess of 9.9% of the outstanding Common Equity Stock of the Trust (unless such person is an Existing Constructive Holder).In addition, no Person may own, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, shares of Common Stock to the extent that such ownership of such shares would cause the Trust to fail to qualify as a domestically controlled qualified investment entity. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. If the restrictions on ownership and transfer are violated, the shares of Common Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust."
"The shares of Preferred Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code")and as a domestically controlled qualified investment entity within the meaning of Section 897(h)(4)(B) of the Code. No Person may Beneficially Own shares of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class and no Person may Constructively Own Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class (unless such person is an Existing Constructive Holder).In addition, no Person may own, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, shares of Preferred Stock to the extent that such ownership of such shares would cause the Trust to fail to qualify as a domestically controlled qualified investment entity. Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. If the restrictions on ownership and transfer are violated, the shares of Preferred Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust."
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Transfer, the lesser of (i) the price per share in the transaction that created such Excess Stock (or, in the case of a devise or gift) the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Trust, or its designee, accepts such offer or, in the case of Excess Stock created by any other event, the lesser of (i) the Market Price of the Shares originally exchanged for the Excess Stock on the date of such exchange or (ii) the Market Price of such Shares on the date the Trust, or its designee, accepts such offer. The Trust shall have the right to accept such offer for a period of ninety days after the later of (i) the date of the purported Transfer or other event which resulted in an exchange of Shares for such Excess Stock and (ii) the date the Board of Trustees determines in good faith that a purported Transfer or other event resulting in an exchange of Shares for such Excess Stock has occurred, if the Trust does not receive a notice of any such transfer pursuant to Section 5.6(e).
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