vrt8k52012.htm - Generated by SEC Publisher for SEC Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

May 24, 2012

 

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

No. 001-11954

 

No. 22-1657560

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

No. 001-34482

 

No. 13-3925979

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

888 Seventh Avenue
New York, New York

 

10019

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 894-7000

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

                On May 24, 2012, Vornado Realty Trust (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Meeting”).  As of March 30, 2012, the record date for shareholders entitled to vote at the Meeting, there were 185,642,051 common shares of beneficial interest, par value $0.04 per share (the “Shares”) outstanding and entitled to vote at the Meeting.  Of the Shares entitled to vote at the Meeting, 166,717,841, or approximately 90% of the Shares were present or represented by proxy at the Meeting.  There were five matters presented and voted on at the Meeting.  Set forth below is a brief description of each matter voted on at the Meeting and the voting results with respect to each such matter.

 

Proposal 1 – Election of three nominees to serve on the Board of Trustees for a three-year term and until their respective successors are duly elected.

 

Nominee

For

Withheld

Broker Non-Votes

 

 

 

 

Steven Roth

69,077,219

88,489,222

9,151,400

Michael D. Fascitelli

75,249,393

82,317,048

9,151,400

Russell B. Wight, Jr.

66,787,737

90,778,704

9,151,400

 

 

 

 

 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2012.

 

 

 

For

Against

Abstain

 

 

 

 

Votes Cast

165,486,373

1,147,081

84,387

 

 

 

 

           

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

151,258,650

6,210,656

97,135

9,151,400

 

 

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

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

128,597,510

28,848,071

120,860

9,151,400

 

 

Proposal 5 – Non-binding shareholder proposal regarding establishing one class of trustees to be elected annually.

 

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

 

Votes Cast

134,899,961

22,531,256

135,224

9,151,400

 

 

 

 

 

 

In addition to the three nominees who were re-elected at the Meeting to serve on the Company’s Board of Trustees, Candace K. Beinecke, Anthony W. Deering, Robert P. Kogod, Michael Lynne, David Mandelbaum, Ronald G. Targan, Daniel R. Tisch and Dr. Richard R. West, continue to serve as Trustees after the meeting.

- 2 -


 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VORNADO REALTY TRUST

(Registrant)

 

 

By:

/s/ Joseph Macnow

Name:

Joseph Macnow

Title:

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

 

Date: May 31, 2012

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly aut horized.

 

 

VORNADO REALTY L.P.

(Registrant)

By:

VORNADO REALTY TRUST,

 

Sole General Partner

 

 

By:

/s/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President -
Finance and Administration and
Chief Financial Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.
(duly authorized officer and principal financial
and accounting officer)

 

Date: May 31, 2012