SEC Form DEF 14A filed by Vornado Realty Trust

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

SCHEDULE 14A

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

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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VORNADO REALTY TRUST

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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888 Seventh Avenue
New York, New York 10019

Notice of Annual Meeting of Shareholders to Be Held on May 18, 2023

To our Shareholders:

The 2023 Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”, “we”, “us”, “our” or the “Company”), will be held virtually, via the Internet, on Thursday, May 18, 2023, beginning at 11:30 A.M., New York City time, for the following purposes:

(1)

To consider and vote upon the election of 10 persons to the Board of Trustees of the Company, each to serve until the 2024 Annual Meeting of Shareholders of the Company and until his or her successor is duly elected and qualified.

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(2)

To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

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(3)

To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.

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(4)

To consider and vote upon the approval, on a non-binding, advisory basis, of the frequency of executive compensation advisory votes.

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(5)

To consider and vote upon the Company’s 2023 Omnibus Share Plan.

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(6)

To transact any other business as may properly come before the meeting and any postponement or adjournment of the meeting.

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The Board of Trustees of the Company has fixed the close of business on March 20, 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting.

To attend the virtual 2023 Annual Meeting you will need to access www.virtualshareholdermeeting.com/VNO2023 and enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. There is no physical location for the Annual Meeting. We encourage you to allow ample time for online check-in, which will begin at 11:15 A.M. New York City time. Additional details regarding how to participate in the Annual Meeting can be accessed at the Company’s website, www.vno.com or at www.proxyvote.com. For further information on how to attend and participate in the meeting please see “Questions and Answers About the Annual Meeting, How do you attend, vote and ask questions during the meeting?”

Please review the accompanying proxy statement and proxy card or voting instruction form. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. You may authorize your proxy through the Internet or by touch-tone telephone as described on the proxy card or voting instruction form. Alternatively, you may sign the proxy card or voting instruction form and return it in accordance with the instructions included with the proxy card or voting instruction form. You may revoke your proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of proxy to our Secretary at our principal executive office located at 888 Seventh Avenue, New York, New York 10019, or (4) attending the meeting and voting via the Internet (but your attendance at the virtual annual meeting will not automatically revoke your proxy unless you validly vote again during the Annual Meeting). To be effective, later-dated proxy cards, voting instruction forms, proxies authorized via the Internet or telephone, or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 17, 2023.

By Order of the Board of Trustees,

Steven J. Borenstein
Secretary

April 7, 2023

 

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VORNADO REALTY TRUST

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2023 PROXY STATEMENT SUMMARY

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VORNADO REALTY TRUST

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2023 PROXY STATEMENT SUMMARY

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Feedback Theme

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Specific Topics

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Stockholder Feedback (“What We Heard”)

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Action (“What We Did”)

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Executive Compensation

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2022 Vote Discussion

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Shareholders who voted against Say-on-Pay in 2022 consistently indicated that a reason they did so was because they disagreed with the discretionary elements in our Annual Incentive Plan program.

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The Compensation Committee demonstrated its rigorous evaluation of each senior executive in determining the Annual Incentive Plan payouts by granting aggregate 2022 cash bonus payments of $7.9 million, out of the $11.4 million available in the 2022 Annual Incentive Plan, despite double-digit growth in FFO per share, as adjusted, and the highly competitive job market.

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Overall Compensation Philosophy

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Shareholders support the overall quantum of pay to our NEOs and our pay-for-performance compensation structure that aligns shareholder returns with executives’ realized compensation.

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The Compensation Committee has continued its emphasis on equity compensation, including with our 2023 Long Term Performance Plan (“LTPP”) and other time-vesting equity grants.

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ESG

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Board and Committee Refreshment

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Shareholders strongly supported our board refreshment program, including the appointment of Raymond J. McGuire to our Board in 2022, and requested further board refreshment and committee rotation.

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Our Board remains focused on board refreshment over time and continued updating the composition of Board committees by adding Ms. Hamza Bassey to the Audit Committee in 2022 and Mr. McGuire to the Compensation Committee in 2023.

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ESG Disclosure

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Shareholders praised our ESG report and noted that Vornado is an industry leader in sustainability and ESG disclosure.

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In 2023, we continued to furnish our ESG report to the SEC on a Form 8-K, and the ESG report includes disclosures in accordance with SASB’s Real Estate Sustainability Accounting Standards and the Science-Based Target Initiative.

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ESG Metrics in Executive Compensation Program

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Shareholders supported the incorporation of ESG metrics in our 2022 LTPP.

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Our Compensation Committee included ESG metrics in our 2023 LTPP, generally raising the required achievement levels.

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2023 PROXY STATEMENT SUMMARY

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2023 PROXY STATEMENT SUMMARY

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​	RETAIN​	​	​	​	a highly experienced, “best-in-class” team of executives who have worked together as a team for a long period of time and who make major contributions to our success.	​
​	ATTRACT​	​	​	​	other highly qualified executives to strengthen that team as needed.	​
​	MOTIVATE​	​	​	​	our executives to contribute to the achievement of company-wide and business-unit goals as well as to pursue individual goals.	​
​	EMPHASIZE​	​	​	​	equity-based incentives with long-term performance measurement periods and vesting conditions.	​
​	ALIGN​	​	​	​	the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.	​
​	ACHIEVE​	​	​	​	an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.	​

 

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2023 PROXY STATEMENT SUMMARY

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2023 PROXY STATEMENT SUMMARY

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​	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 ​ ✓ 80% of the Board is independent and independent Trustees conduct regular executive sessions ​ ✓ 30% of our Board members are female and 30% 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 share 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 Shares ​ ✓ Actively engaged in strategic, risk and management oversight, including cybersecurity matters ​ ✓ Oversees diversity and inclusion matters ​ ✓ Active approach to management succession planning ​ ✓ Corporate Governance and Nominating Committee oversees our ESG program and sustainability initiatives and the full Board 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 ​ ✓ 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 direct political contributions to candidate campaigns in 2022 ​	​

​	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 ​ ✓ Annual say-on-pay voting ​ ✓ 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 and a majority vote of outstanding shares (excluding limited provisions to protect REIT tax status and removal of Trustees) ​	​

 

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​	COMPENSATION PRACTICES	​
​	✓ Pay-for-performance philosophy, including 81% of CEO’s and 40% of other NEOs’ 2022 Total Direct/Realizable 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 ​ ✓ 2022 and 2023 executive compensation program incorporates ESG metrics in the LTPP ​ ✓ 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 ​ ✓ Actual Total 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 RESPONSIBILITY	​
​	✓ Industry-leading sustainability program ​ ✓ EPA ENERGY STAR Partner of the Year Award with Sustained Excellence received eight times, most recently in 2023 ​ ✓ 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 for twelfth time in 2022 ​ ✓ One of the largest owners of LEED-certified property in the United States ​ ✓ Reporting pursuant to SASB framework in ESG report, examined by third party and furnished to the Securities and Exchange Commission on a Form 8-K filing ​ ✓ Signatory of the Task Force on Climate-related Financial Disclosures ​ ✓ Respondent to Carbon Disclosure Project (CDP) beginning in 2021 ​ ✓ Comprehensive medical, vision and dental insurance, 401(k) employer match and HSA contributions ​ ✓ A stipend for employees expanding through adoption, surrogacy or IVF to assist with costs not covered by medical insurance ​ ✓ 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 ​ ✓ Refreshed and renewed anti-harassment policy ​ ✓ Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice ​ ✓ Include gender and racial diversity data at management level and across our entire employee base in our annual ESG report; as of December 31, 2022, 53% of our Vornado corporate employees (excluding Building Maintenance Services LLC (“BMS”) employees) were female and 31% were racial minorities, and, as of December 31, 2022, 36% of BMS employees were female and 76% of BMS employees were racial minorities ​	​

 

TABLE OF CONTENTS

 

 

 

 

888 Seventh Avenue
New York, New York 10019

PROXY STATEMENT

Annual Meeting of Shareholders to Be Held on May 18, 2023

The accompanying proxy is being solicited by the Board of Trustees (the “Board of Trustees” or the “Board”) of Vornado Realty Trust, a Maryland real estate investment trust (“we,” “us,” “our,” the “Company” or “Vornado”), for exercise at our 2023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, May 18, 2023, beginning at 11:30 A.M., New York City time, virtually via the Internet. Our principal executive office is located at 888 Seventh Avenue, New York, New York 10019. Our proxy materials, including this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card or voting instruction form and our 2022 Annual Report are being distributed and made available on or about the date of this proxy statement.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our shareholders access to our proxy materials on the Internet. Accordingly, a notice of Internet availability of proxy materials will be mailed on or about the date of this proxy statement to our shareholders of record as of the close of business on March 20, 2023. Shareholders may (1) access the proxy materials on the website referred to in the notice or (2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the notice. You will need your 16-digit control number that is included with the notice mailed on or about the date of this proxy statement, to authorize your proxy for your Shares (as defined below) through the Internet. If you are a shareholder of the Company as of the close of business on March 20, 2023 and have not received a copy of this notice of Internet availability, please contact our investor relations department at 201-587-1000 or send an e-mail to [email protected]. If you wish to receive a printed version of these materials, you may request them at www.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

How do you vote?

If you hold your shares of record in your own name as a registered holder, you may vote over the Internet at the Annual Meeting or you may authorize a proxy to vote your shares over the Internet (at www.proxyvote.com), by telephone (at 1-800-690-6903) or by executing and returning a proxy card. Once you authorize a proxy, you may revoke that proxy by (1) timely executing and submitting a later-dated proxy card or voting instruction form, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) timely sending a written revocation of your proxy to our Secretary at our principal executive office or (4) attending the Annual Meeting and voting via the Internet (but your attendance at the Annual Meeting will not automatically revoke your proxy unless you validly vote again during the Annual Meeting).

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

To be effective, later-dated proxy cards,voting instruction forms, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 17, 2023.

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

Who is entitled to vote?

Only holders of record of our common shares of beneficial interest, par value $0.04 per share (our “Shares”), as of the close of business on March 20, 2023 are entitled to notice of and to vote at the Annual Meeting. We refer to this date as the “record date.” On that date, 191,880,615 of our Shares were outstanding. Holders of Shares as of the record date are entitled to one vote per Share on each matter properly presented at the Annual Meeting.

How do you attend, vote and ask questions during the meeting?

This year’s Annual Meeting will be a virtual meeting of shareholders conducted via live audio webcast. To be admitted to the Annual Meeting, you must have been a shareholder at the close of business on the record date of March 20, 2023 or be the legal proxy holder or qualified representative of such shareholder. The virtual Annual Meeting will afford shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically at the Annual Meeting and to ask questions in accordance with the rules of conduct for the meeting, which will be available on www.virtualshareholdermeeting.com/VNO2023 during the Annual Meeting.

To attend and participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/VNO2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to access the virtual meeting.

Shareholders must provide advance written notice to the Company if they intend to have a legal proxy (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 representative and must be received by 5:00 p.m. New York City time on May 5, 2023 in order to allow enough time to register such person to attend the Annual Meeting.

 

If you have not voted your Shares prior to the Annual Meeting or you wish to change your vote, you will be able to vote or re-vote your Shares electronically during the Annual Meeting by clicking “Vote Here” on the meeting website. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote your Shares prior to the meeting date by one of the methods described in this proxy statement.

If you wish to submit a question, you may do so live during the Annual Meeting by attending the Annual Meeting at www.virtualshareholdermeeting.com/VNO2023.

Only questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at https://investors.vno.com. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.

Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. If you have any technical difficulties or any questions regarding the virtual meeting website, our platform provider will be ready to assist you. If there are any technical issues in convening or hosting the Annual Meeting, we will promptly post information to our investor relations website, https://investors.vno.com, including information on when the Annual Meeting will be reconvened.

What is the quorum necessary for the meeting?

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

How will votes be counted?

Any proxy, properly executed and returned, will be voted as directed and, if no direction is given, will be voted as recommended by the Board of Trustees in this proxy statement and in the discretion of the proxy holder as to any other matter that may properly come before the Annual Meeting. A broker non-vote or an abstention from voting, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the votes on any of the proposals. Any proxy marked “withhold” will count for the purposes of determining a quorum and will have no effect on the result of the votes on election of Trustees, but, if any nominee for Trustee fails to receive approval of a majority of the votes cast (for this purpose, more “for” votes cast than “withhold” votes with respect to the applicable nominee), that Trustee must tender his or her offer of resignation to the Board of Trustees for its consideration. A broker non-vote is a vote that is not cast on a non-routine matter because the Shares entitled to cast the vote are held in street name, the broker lacks discretionary authority to vote the Shares on that matter and the broker has not received voting instructions from the beneficial owner.

The election of each of our nominees for Trustee (Proposal 1) requires a plurality of the votes cast at the duly called Annual Meeting, with a quorum present; however, any nominee for Trustee who does not receive the approval of a majority of the votes cast (more “for” votes than “withhold” votes with respect to the applicable nominee) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board of Trustees for its consideration. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2), the approval of the non-binding, advisory vote on executive compensation (Proposal 3), the approval of the non-binding, advisory vote on the frequency of executive compensation advisory votes (Proposal 4) and the approval of the Company’s 2023 Omnibus Share Plan (Proposal 5) each requires the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting.

 

PROPOSAL 1: ELECTION OF TRUSTEES

Trustees Standing for Election

Our Board has 10 Trustees, all of whom have been nominated for election at our Annual Meeting. Our Board, on the recommendation of our Corporate Governance and Nominating Committee, has nominated each of Mr. Steven Roth, Ms. Candace K. Beinecke, Mr. Michael D. Fascitelli, Ms. Beatrice Hamza Bassey, Mr. William W. Helman IV, Mr. David M. Mandelbaum, Mr. Raymond J. McGuire, Ms. Mandakini Puri, Mr. Daniel R. Tisch and Mr. Russell B. Wight, Jr. for election at our Annual Meeting. If elected, such persons will serve until the Annual Meeting of Shareholders in 2024 and until their respective successors are duly elected and qualified. Each of these nominees currently serves as a member of our Board.

Unless you direct otherwise in your signed and returned proxy, each of the persons named in the accompanying proxy will vote your Shares for the election of each of the 10 nominees for Trustees. If any nominee at the time of election is unavailable to serve, it is intended that each of the persons named in the proxy as a proxy holder will vote for an alternate nominee who will be recommended by the Corporate Governance and Nominating Committee of our Board and nominated by the Board. Alternatively, the Board may reduce the size of the Board and the number of nominees. Proxies may be exercised only for the nominees named or such alternates. We do not currently anticipate that any nominee for Trustee will be unable to serve as a Trustee.

The Board of Trustees recommends that shareholders vote “FOR” the election of each of the nominees listed below to serve as a Trustee until the Annual Meeting of Shareholders in 2024 and until his or her respective successor has been duly elected and qualified.

Under our Bylaws, a plurality of all the votes cast at the Annual Meeting, if a quorum is present, is sufficient to elect a Trustee. A “withhold” vote or an abstention, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the votes on this proposal. However, any Trustee who does not receive the affirmative vote of a majority of the votes cast for his or her election to the Board (for this purpose, a greater number of “for” votes than “withhold” votes) in an uncontested election (such as this election) will be required, pursuant to our Corporate Governance Guidelines, to tender his or her offer of resignation to the Board for its consideration.

The following table lists the nominees for election to the Board to serve until the 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. For each such person, the table lists the age, principal occupation, position presently held with the Company, if any, and the year in which the person first became a member of our Board or a director of our predecessor, Vornado, Inc.

 

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Beneficially owns in excess of 1% of our Shares.

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Independent pursuant to the rules of the NYSE as determined by the Board.

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Beneficially owns in excess of 1% of our Shares.

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Independent pursuant to the rules of the NYSE as determined by the Board.

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Beneficially owns in excess of 1% of our Shares.

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Independent pursuant to the rules of the NYSE as determined by the Board.

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Beneficially owns in excess of 1% of our Shares.

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Independent pursuant to the rules of the NYSE as determined by the Board.

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Relationships Among our Trustees

We are not aware of any family relationships among any of our Trustees or executive officers or persons nominated or chosen by us to become Trustees or executive officers.

Messrs. Roth, Mandelbaum and Wight are general partners of Interstate. Since 1992, Vornado has managed all the operations of Interstate for a fee as described in “Certain Relationships and Related Transactions—​Transactions Involving Interstate Properties.”

Messrs. Roth, Mandelbaum and Wight and Ms. Puri are also directors of Alexander’s. As of the record date, the Company, together with Interstate and its general partners, beneficially owns approximately 58% of the outstanding common stock of Alexander’s.

For more information concerning Interstate, Alexander’s and other relationships involving our Trustees, see “Certain Relationships and Related Transactions.”

 

CORPORATE GOVERNANCE

Governance Highlights

 

Shareholder Engagement and Governance Changes

Over the past several years we have adopted a number of significant governance changes following outreach to our shareholders for their views. During each of the past nine years, we met with or spoke to holders of more than 40% of our Shares. Based on that outreach, we believe the combination of actions we have taken present an overall corporate governance structure responsive to our shareholders’ views. The changes implemented include:

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We have added four new independent Trustees: Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri.

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We have increased the diversity of our Board so that now 30% of our Board members are female and 30% are racially/ethnically diverse.

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We have rotated Compensation Committee membership, adding Ms. Hamza Bassey and Mr. McGuire.

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We have appointed a new Chair for our Audit Committee and added Ms. Hamza Bassey to the Audit Committee.

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We oversaw the promotion and hire of a new generation of management leadership.

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We amended our organizational documents to provide shareholders with the power to amend our Bylaws.

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We declassified our Board so that we now have a single class of Trustees elected annually.

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We adopted proxy access with a 3/3/20/20 market standard.

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We adopted anti-hedging and anti-pledging policies.

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We enhanced our claw-back policy to also provide for potential claw-backs for violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.

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We provided greater disclosure concerning our policy restricting political contributions and spending and strengthened the oversight by the Corporate Governance and Nominating Committee of our compliance with this policy.

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We made specific changes to our compensation program in response to shareholder input such as incorporating ESG metrics in our LTPP.

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We provided greater disclosure concerning our sustainability efforts with a report by our independent auditors.

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We provided greater disclosure concerning our employee training and inclusion programs.

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We refreshed and renewed our anti-harassment policy.

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We amended our Corporate Governance and Nominating Committee Charter to formalize and strengthen the oversight by that Committee of environmental, social and governance and climate change matters.

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We added disclosure to our table of Board members to indicate which members beneficially own in excess of 1% of our Shares.

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We provided increased and tabular disclosure regarding our Trustee selection process and our current and desired Trustees skill sets.

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NYSE-Listed

The common shares of the Company or its predecessor have been continuously listed on the NYSE since January 1962 and the Company is subject to the NYSE’s Corporate Governance Standards.

Our Corporate Governance Framework

Vornado is committed to effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and creating long-term shareholder value. Our governance framework gives our highly experienced independent Trustees the structure necessary to provide oversight, advice and counsel to the Company. The Board has adopted the following documents, which are available on our website (www.vno.com/governance/overview):

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Audit Committee Charter

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Compensation Committee Charter

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Corporate Governance and Nominating Committee Charter

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Corporate Governance Guidelines

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Code of Business Conduct and Ethics

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We will post any future changes to these documents to our website and may not otherwise make public such changes. Our regular filings with the SEC and our Trustees’ and executive officers’ filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), are also available on our website. In addition, copies of these documents are available free of charge from the Company upon your written request. Requests should be sent to our investor relations department located at our principal executive office.

The Code of Business Conduct and Ethics applies to all of our Trustees, executive officers and other employees.

 

Corporate Governance at a Glance

Board Independence

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Eight of 10 of our Trustees are independent.

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Our only non-independent Trustees are our current and former CEOs, who have extensive and valuable experience with our Company.

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Our Board members generally have significant personal investments in our Company and engage in robust and open debates concerning all significant matters affecting our Company.

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Board Composition

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The Board has fixed the current number of Trustees at 10.

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The Board at least annually assesses its performance through Board and committee self-evaluation.

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Our Trustees are highly experienced in their fields of endeavor and apply valuable and diverse skill sets to address our business and strategic needs.

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The Corporate Governance and Nominating Committee leads the full Board in considering Board competencies and refreshment and actively seeks new candidates to consider as Board members.

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Board Committees

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Our Board has four committees: Audit, Compensation, Corporate Governance and Nominating and Executive.

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With the exception of the Executive Committee (our Chairman serves on this Committee), all other standing Committees are comprised entirely of independent Trustees.

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Leadership Structure

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Our Chairman is the CEO of our Company. He interacts closely with our Lead Independent Trustee, who has powers and duties that reflect corporate governance best practices.

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The independent Trustees consider and vote upon our Lead Independent Trustee annually. Our Board re-appointed Ms. Candace K. Beinecke as Lead Independent Trustee on February 9, 2023. Among other duties, our Lead Independent Trustee chairs executive sessions of the independent Trustees at every regular Board meeting to discuss certain matters without management present and approves agenda items and materials sent to the Board. Furthermore, Ms. Beinecke works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.

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The Board will consider whether a separate chairperson is appropriate at the time of the next CEO transition.

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Risk Oversight

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Our full Board is responsible for risk oversight, and has designated, and may in the future designate, committees to have particular oversight of certain key risks. Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. Our Board regularly has in-depth discussions concerning the Company’s strategies and risks during which the Board actively questions and considers these topics.

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Open Communication and Shareholder Engagement

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We encourage open communication and strong working relationships among the Lead Independent Trustee, the Chairs of our Board committees, our Chairman and our other Trustees.

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Our Trustees have access to, and regularly meet with, senior management and other employees.

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We actively seek input from our shareholders through our shareholder engagement programs; shareholders may also contact our Board, Lead Independent Trustee or management through our website or by regular mail.

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We host quarterly earnings conference calls to which all shareholders have access.

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Trustee Stock Ownership

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Our Trustees are required to own (or to acquire within a specified time frame) Company equity having a value equal to at least five times their annual cash retainer.

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Management Succession Planning

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Our Corporate Governance and Nominating Committee actively monitors our succession planning.

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Our Board regularly reviews senior management succession and development plans. Our Board regularly reviews future candidates for the CEO position and other senior leadership roles and potential succession timing for those positions, including under emergency circumstances. Our Board has adopted a formal CEO-succession plan and reviews that plan regularly.

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The Board reviews and discusses career development plans for individuals identified as high-potential candidates for senior leadership positions and the Board members interact with these candidates in formal and informal settings during the year.

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The Board recognizes that succession planning is a key component of the Company’s continued success. Pursuant to our Corporate Governance Guidelines, on at least an annual basis and typically more frequently, the Board, in full meetings and in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near-term and long-term planning. The Board reviews potential candidates for promotion in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of the Company’s current executive officers and succession candidates, the timeline for implementing the succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.

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Sustainability, Corporate Responsibility and Political Contributions

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Our Corporate Governance and Nominating Committee as well as our full Board actively monitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility and receive updates regularly. Our Board delegated to our Corporate Governance and Nominating Committee responsibility for direct oversight to monitor the effects of climate change on the Company and to develop policies relating thereto.

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Our Corporate Governance and Nominating Committee monitors our policy restricting political contributions and spending. Our policy strictly restricts political contributions or political spending on behalf of the Company subject to senior management approval and Corporate Governance and Nominating Committee oversight.

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Consistent with Vornado’s past practices, we did not make any direct political contributions to candidate campaigns in 2022.

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Board Independence

The Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Helman, Mandelbaum, McGuire, Tisch and Wight are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that eight of our 10 Trustees standing for election are independent. The Board reached these conclusions after considering all applicable relationships between or among such Trustees and the Company or management of the Company. These relationships are described in the sections of this proxy statement entitled “Relationships Among Our Trustees” and “Certain Relationships and Related Transactions.” Among other factors considered by the Board in making its determinations regarding independence was the Board’s determination that these Trustees met all of the “bright-line” requirements of the NYSE’s Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines.

Approval of Related Party Transactions

Our Code of Business Conduct and Ethics includes a policy for the review and approval of transactions involving the Company and related parties. Under the policy, “related parties” means our executive officers and Trustees, as well as any such person’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. Under

 

the policy, all related party transactions are submitted to the Board or an independent committee thereof for review and are subject to approval.

Board Participation

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

Developing an Effective Board

Trustee Recruitment Process

Our Board believes that the Board should be comprised of members who encompass a broad range of skills, expertise, industry knowledge and diversity of opinion, experience, perspective and contacts relevant to our business. Our Board is deeply involved in the business and strategy of our Company and the great depth of experience and insight that our Board members bring to meetings continues to be invaluable. The Corporate Governance and Nominating Committee and the Board believe that considering a Board candidate involves various objective and subjective assessments, many of which are difficult to quantify or categorize. However, the Corporate Governance and Nominating Committee and the Board do consider the following characteristics, competencies, and attributes when considering candidates for inclusion on our Board.

Personal Characteristics

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Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and to be accountable for his or her decisions.

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Informed Judgment: Demonstrates intelligence, wisdom and thoughtfulness in decision-making. Demonstrates a willingness to thoroughly discuss issues, ask questions, express reservations, and voice dissent.

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Financial Literacy: An ability to read and understand financial statements, financial ratios and various other indices for evaluating the Company’s performance.

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Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.

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High Standards: History of achievements that reflect high standards for himself or herself and others.

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Core Competencies

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Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to the industry in which our Company operates.

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Business Judgment: Record of making good business decisions and evidence that he or she will act in good faith and in a manner that is in the best interests of our Company.

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Strategic Insight: Record of insight with respect to our industry and market and other trends and conditions and applying such insight to create value or limit risk.

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Management: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.

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Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.

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Industry: Specialized experience and skills in areas in which the Company conducts its business, including real estate, investments, capital markets and technology relevant to the Company.

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Local Markets: Experience in markets in which our Company operates.

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Leadership: Understand and possess leadership skills and have a history of motivating high-performing, talented managers.

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Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging our management to sharpen its vision.

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Environmental, Social and Governance: Experience in management and oversight of environmental, climate change, social and governance issues to be able to assist the Board in overseeing and advising management with regard to long-term value creation using a responsible, sustainable business plan.

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Commitment to our Company

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Time and Effort: Able and willing to commit the time and energy necessary to satisfy the requirements of Board and Board committee membership and service. Expected to attend and participate in all Board meetings and meetings of Board committees for which they are members. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.

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Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting our Company (including industry-, technology- and market-specific information), and Trustee’s roles and responsibilities (including the general legal principles that guide Board members).

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Other Commitments: In light of other existing commitments, the ability to perform adequately as a Trustee and a willingness to do so.

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Stock Ownership: Complies with the Company’s equity ownership requirements.

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Team and Company Considerations

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Balancing the Board: Contributes talent, skills and experience to the Board as a team to supplement existing resources and provide talent for future needs preferably as evidenced by a pattern of dealings with one or more current Board members.

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Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, race, ethnicity, age, background, geographic origin, professional experience (public, private, and non-profit sectors) and other factors.

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Nomination of a candidate should not be based solely on these listed factors.

 

The following chart summarizes the competencies currently represented on our Board; the details of each of our Trustee’s competencies are included in each Trustee’s profile.

Board Leadership Structure

Our Board is deeply focused on our corporate governance practices. We value independent board oversight as an essential component of strong corporate performance to enhance shareholder value. All of our Trustees are independent, except our current and former Chief Executive Officers. In addition, all of the members of our Board’s committees, except the Executive Committee, are independent.

Our Board is responsible for selecting the Chairman of the Board and the CEO. The Board annually reviews its leadership structure. The Board has determined that the combined role of Chairman and CEO, alongside an active and Lead Independent Trustee position, is currently the best structure for Vornado and its shareholders. In its review of our leadership structure, the Board considered the following:

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Our current structure promotes clear lines of responsibility and accountability, while maintaining the Board’s independence from management.

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Mr. Roth, our Chairman and CEO, is a well-seasoned leader with over 40 years of experience in building and leading our Company. He has effectively guided the Company through various real estate cycles and has skillfully led the Company throughout the COVID-19 pandemic challenge. After considering the views expressed by our shareholders and other constituents, as well as the particular circumstances affecting the Company, the Board concluded he is the best person to continue to serve as Chairman and CEO.

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Mr. Roth fulfills his responsibilities in chairing an independent board through close interaction with our Lead Independent Trustee, Ms. Beinecke.

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The power and authority of our Lead Independent Trustee role was increased in 2015 and 2017, and the Lead Independent Trustee works closely with Mr. Roth in identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors. See “Lead Independent Trustee Role.”

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The views expressed by shareholders through direct outreach and engagement.

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Our governance culture fosters open communication among the Lead Independent Trustee, Chairman and other Trustees, which we believe is essential to developing an understanding of important issues, promoting appropriate oversight and encouraging frank discussion of key topics relevant to a complex and dynamic enterprise.

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Lead Independent Trustee Role

A Lead Independent Trustee is elected annually by the independent Trustees. Ms. Beinecke was first elected by our independent Trustees to serve as Lead Independent Trustee for a one-year term on March 16, 2016, and was most recently re-elected on February 9, 2023. When making the selection, the independent Trustees considered the attributes desired in a Lead Independent Trustee, including being an effective communicator, having the ability to provide leadership and encourage open dialogue, and having a relevant background and the ability to devote sufficient time and attention to the position.

Our Lead Independent Trustee position has clearly defined duties and responsibilities, which are set forth in our Corporate Governance Guidelines. They include the following authorities and responsibilities:

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preside at all meetings of the Board at which the Chairman is not present;

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serve as liaison between the Chairman and the independent Trustees;

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approve, in consultation with the Chairman:

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the schedule of Board meetings,

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Board meeting agenda items, and

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materials sent in advance of Board meetings, including the quality, quantity, appropriateness and timeliness of such information;

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ability to call meetings of the independent Trustees as necessary and appropriate;

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participate in annual self-evaluations of the Board and its committees;

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contribute to ongoing management succession and development planning;

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communicate to management, as appropriate, the results of private discussions among independent trustees;

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participate in shareholder outreach, and be available for consultation and direct communication if requested by major shareholders; and

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communicate shareholder feedback to the full Board.

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As Lead Independent Trustee, Ms. Beinecke works closely with Mr. Roth identifying overall Company strategy and other matters to be discussed in depth at regular Board meetings and takes an active role in engaging with our investors.

As both Lead Independent Trustee and Chair of the Corporate Governance and Nominating Committee, Ms. Beinecke has been actively involved in governance-related discussions with our shareholders. As Lead Independent Trustee, Ms. Beinecke has worked closely with our Chairman, Mr. Roth, to develop Board meeting agenda items and ensure sufficient time allocation to these items and Ms. Beinecke has also facilitated robust discussions regarding long-term strategy and shareholder value creation and talent retention and development. Ms. Beinecke also actively oversees the Company’s ESG policies and is involved in ongoing discussions with senior management and our shareholders regarding such matters.

The strong working relationships among the Lead Independent Trustee, Chairman and other Trustees are supported by a Board governance culture that fosters open communications among the members, both during meetings and in the intervals between meetings. The Board believes that open communication is important to develop an understanding of issues, promote appropriate oversight, and encourage the frank discussion of matters essential to leading a complex and dynamic enterprise.

Board and Committee Refreshment

Over the last seven years, we have added four new independent Trustees, Ms. Hamza Bassey, Mr. Helman, Mr. McGuire and Ms. Puri. Currently, 40% of our Board members have joined the Board within the last seven years.

 

We are also focused on committee rotation and have made committee assignment changes in recent years. In 2020, we appointed Ms. Puri as Chair of the Audit Committee, in 2021, we added Ms. Hamza Bassey to the Compensation Committee, in 2022 we added Ms. Hamza Bassey to the Audit Committee and in 2023, we added Mr. McGuire to the Compensation Committee.

Committees of the Board

The Board has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and an Executive Committee. Other than the Executive Committee, each committee is comprised solely of independent Trustees.

The Board held seven meetings during 2022. Each of our Trustees then in office attended at least 75% of the combined total of the meetings of the Board and all committees on which he or she served during 2022.

In addition to full meetings of the Board, our non-management Trustees met six times in sessions without members of management present. Ms. Beinecke, as Lead Independent Trustee, acted as presiding member during these non-management sessions. We do not have a formal policy with regard to Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 2022 Annual Meeting of Shareholders attended the virtual meeting.

Audit Committee

The Audit Committee held five meetings during 2022. From January to April 2022, the members of the Audit Committee were Ms. Puri, as Chair, Mr. Tisch and Dr. West, and thereafter, for the rest of 2022, the members of the Audit Committee were Ms. Puri, as Chair, Mr. Tisch and Ms. Hamza Bassey.

The Board has adopted a written Audit Committee Charter, which sets forth the membership requirements and responsibilities of the Audit Committee, among other matters. The Audit Committee Charter is available on our website (www.vno.com/governance/committee-charters). The Board has determined that all existing Audit Committee members meet the NYSE and SEC standards for independence and the NYSE standards for financial literacy.

The Board has determined that each of Ms. Puri and Mr. Tisch is an “audit committee financial expert,” as defined by SEC Regulation S-K (and thus the Board has two such experts serving on its Audit Committee), and that each of such persons also meets the NYSE standards for financial management expertise. The Board reached this conclusion based on the relevant experience of each of Ms. Puri and Mr. Tisch, including as described above under “Biographies of our Trustees.”

The Audit Committee’s purposes are to: (i) assist the Board in its oversight of (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence and (d) the performance of the independent registered public accounting firm and the Company’s internal audit function; and (ii) prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and

 

procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements prior to the filing of our Annual Report on Form 10-K, reviewing our quarterly financial statements prior to the filing of each of our Quarterly Reports on Form 10-Q and annually auditing the effectiveness of internal control over financial reporting and other procedures. Persons interested in contacting our Audit Committee members with regard to accounting, auditing or financial concerns will find information on how to do so on our website (www.vno.com/governance/confidential-board-contact).

Compensation Committee

The Compensation Committee is responsible for establishing the terms of the compensation of the executive officers and the granting and administration of awards under the Company’s omnibus share plans. The committee, which held two meetings in 2022 consisted of the following members: Mr. Tisch, as Chair, Mr. Helman and Ms. Hamza Bassey. Each of Ms. Hamza Bassey, Mr. Helman and Mr. Tisch was determined by the Board to be independent. In February 2023, Mr. McGuire was added as a member of the Compensation Committee and he was determined by the Board to be independent. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.com/governance/committee-charters).

Compensation decisions for our executive officers are made by the Compensation Committee. Decisions regarding compensation of other employees are made by our Chief Executive Officer or other senior managers and, to the extent an employee’s total compensation is greater than $200,000 per year, the employee’s compensation is subject to review and approval of the Compensation Committee. Compensation decisions for our Trustees are made by the Compensation Committee and/or the full Board.

The agenda for meetings of the Compensation Committee is determined by its Chairman with the assistance of the Company’s Secretary and/or other members of management. Compensation Committee meetings are attended from time to time by members of management at the invitation of the Compensation Committee. The Compensation Committee’s Chairman reports the committee’s determination of executive compensation to the Board. The Compensation Committee has authority under its charter to select, retain and approve fees for, and to terminate the engagement of, compensation consultants, special counsel or other experts or consultants as it deems appropriate to assist in the fulfillment of its responsibilities. The Compensation Committee reviews the total fees paid by us to outside consultants to ensure that such consultants maintain their objectivity and independence when rendering advice to the committee. The Compensation Committee may receive advice from compensation consultants, special counsel or other experts or consultants only after consideration of relevant factors related to their fees, services and potential conflicts of interests, as outlined in the Compensation Committee’s Charter.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the committee who are (i) “Non-Employee Directors” for the purposes of SEC Rule 16b-3; and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Currently, all members of the Compensation Committee meet these criteria.

See “Compensation Discussion and Analysis” below for a discussion of the role of executive officers in determining or recommending compensation for our executive officers. We have also included under “Compensation Discussion and Analysis” a discussion of the role of compensation consultants in determining or recommending the amount or form of executive or Trustee compensation.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, which met twice during 2022, currently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. During 2022, members of the Corporate Governance and Nominating Committee led discussions of governance matters with the full Board. Further, in the past year, Ms. Beinecke (and members of management) met in person or telephonically with several significant shareholders to discuss our governance practices. Each of Ms. Beinecke, Mr. Helman and Ms. Puri have been determined by the Board to be independent. The Board has adopted a written Corporate Governance and Nominating Committee Charter, which is available on our website (www.vno.com/governance/committee-charters). The committee’s responsibilities include the selection of

 

potential candidates for the Board and the development and review of our governance principles. It also reviews Trustee compensation and benefits and oversees annual self-evaluations of the Board and its committees. The committee also makes recommendations to the Board concerning the structure and membership of the other Board committees as well as management succession plans. The committee selects and evaluates candidates for the Board in accordance with the criteria set out in the Company’s Corporate Governance Guidelines and as are set forth below. The committee is then responsible for recommending to the Board a slate of candidates for Trustee positions for the Board’s approval. Generally, candidates for a position as a member of the Board are suggested by existing Board members; however, the Corporate Governance and Nominating Committee will consider shareholder recommendations for candidates for the Board sent to the Corporate Governance and Nominating Committee, c/o Steven J. Borenstein, Secretary, Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019, and will evaluate any such recommendations using the criteria set forth in the Corporate Governance and Nominating Committee Charter and our Corporate Governance Guidelines.

In nominating Steven Roth for re-election at the 2023 Annual Meeting and 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 currently services on boards of two 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 Mr. Roth serves as Chief Executive Officer of Alexander’s, and the other company (Urban Edge) resulted from spinning-off a business from our Company. 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:

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Alexander’s is managed by the Company, Mr. Roth serves as Chief Executive Officer of Alexander’s and Mr. Roth’s service on the Alexander’s Board is important to the performance of his duties to Vornado; and

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Prior to the spinoff, Mr. Roth served as the Chief Executive Officer of the business comprising Urban Edge, which was fully integrated in Vornado. The spinoff represented a significant reduction in Mr. Roth’s time devoted to this business. In the Corporate Governance and Nominating Committee’s view, Mr. Roth’s current service on the Board of Urban Edge provides industry knowledge that benefits Vornado and the Vornado shareholders that continue to own Urban Edge.

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In addition, Mr. Roth is not standing for re-election at Urban Edge’s 2023 Annual Meeting and accordingly his term as an Urban Edge trustee will end in May 2023.

The Corporate Governance and Nominating Committee will continue to assess the benefits of Mr. Roth’s service on these Boards.

Executive Committee

The Executive Committee possesses and may exercise certain powers of the Board in the direction of the management of the business and affairs of the Company. The Executive Committee consists of three members: Mr. Roth, Ms. Beinecke and Mr. Wight. Mr. Roth is the Chairman of the Executive Committee. The Executive Committee did not meet in 2022.

The Board’s Role in Risk Oversight

While day-to-day risk management is primarily the responsibility of the Company’s senior management team, the Board is responsible for the overall supervision of the Company’s risk management activities. The Board’s oversight of the material risks faced by our Company occurs at both the full Board level and at the committee level. The Board’s role in the Company’s risk oversight process includes receiving reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational, cybersecurity, environmental, social, governance and climate change risks. The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate “risk owner” within our organization or in connection with other management-prepared presentations of risk to enable the Board (or committee, as applicable) to understand our risk identification, risk management and risk mitigation strategies. By “risk owner,” we mean that person or group of persons who is or are primarily responsible for overseeing a particular risk. As part of its charter, the Audit Committee discusses our guidelines and policies with respect to which our management assesses and manages the Company’s exposure to risk and reports to the full Board its conclusions as a partial basis for further discussion

 

by the full Board. This enables the Board and the applicable committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. In addition to the Board’s review of risks applicable to the Company generally, the Board conducts regular strategic and personnel reviews.

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Persons wishing to contact the independent members of the Board should call (866) 537-4644. A recording of each phone call to this number will be sent to one independent member of the Audit Committee as well as to a member of management who may respond to any such call if the caller provides a return number. This means of contact should not be used for solicitations or communications with us of a general nature. Information on how to contact us generally is available on our website (www.vno.com).

 

CORPORATE SOCIAL RESPONSIBILITY

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

Strong Ethical and Social Policies

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We maintain a strong Code of Business Conduct and Ethics that applies to all of our Trustees, executive officers and employees.

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We have adopted a refreshed and renewed anti-harassment policy. This policy prohibits hostility towards individuals in protected categories, prohibits sexual harassment in any form, details how to report harassment issues and prohibits retaliation.

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We have enhanced our claw-back policy to also provide for potential claw-backs for violations of significant Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit.

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We have anti-hedging and anti-pledging policies.

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Our policies and manuals prohibit bribes, money laundering and other corruption.

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We strictly restrict conflicts of interest.

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We strictly restrict political contributions on behalf of the Company and these policies are subject to the oversight of our Corporate Governance and Nominating Committee. The Company did not make any direct political contributions to candidate campaigns in 2022.

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We have a policy restricting the receipt of gifts.

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We have established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing.

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We comply with all applicable laws and regulations regarding employing child labor, respecting human rights and not purchasing conflict minerals.

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We require our vendors and their subcontractors to comply with our applicable policies.

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We require our employees to be trained in, and to regularly review and acknowledge, our policies.

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We have established reporting procedures, guidelines and hotlines to facilitate the reporting of violations of our policies.

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We actively monitor internal compliance with our policies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, the full Board.

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Human Capital Management and Social Engagement

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We seek to maintain a working environment that is open, diverse and inclusive, and where our people feel valued, respected, included and accountable.

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We are committed to a culture of respect and believe that all individuals should have the opportunity to excel.

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We believe a diverse and inclusive environment fosters innovation, productivity and creativity, which are critical to our success.

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We are focused on being an employer of choice for all talent, where employees can feel like they belong.

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We aim to hire and retain employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations.

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We publish employee demographics data, which is the foundation of our EEO-1 report, each year in our ESG Report.

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We have a human capital management program that provides extensive opportunities and programs for training to promote career and personal development for employees and to encourage innovation and engagement. Our tuition reimbursement program offers up to $5,250 per employee each year for qualified reimbursement of education or professional development costs.

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We are committed to providing compensation and benefits programs and policies that support the needs and lifestyles of our employees and their families. Our benefit programs include:

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Medical, vision and dental insurance coverage;

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Life and disability insurance;

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Competitive vacation and leave policies;

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Subsidized gym membership;

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Employee wellness programs and incentives; and

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401(k) matches and HSA contributions.

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Our greatest and most scarce asset is our people. We strongly believe in training and retaining talented employees and having management at many levels engage with our Board.

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We believe a good relationship with the communities in which we operate is essential. We foster and encourage community engagement and volunteerism for all employees.

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Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice.

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Leader in Sustainability Practices

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We are one of the largest owners of LEED-certified properties in the United States.

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We have received the EPA ENERGY STAR Partner of the Year Award with Sustained Excellence eight times, most recently in 2023.

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In 2022, we received the Global Real Estate Sustainability Benchmark (GRESB) Green Star Ranking for the tenth time and Global “Sector Leader” for Diversified Office/Retail REITs in the GRESB, ranking first in the USA amongst peers. Overall, Vornado placed third among 112 responding listed companies within the Americas.

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We received the NAREIT Leader in the Light Award twelve times, most recently in 2022.

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Sustainability

We believe that our Company has been a leader in implementing sustainability measures across our portfolio. We regularly report to the Board and the Corporate Governance and Nominating Committee on our sustainability programs, and our Board and Corporate Governance and Nominating Committee play an active role in the oversight of Vornado’s sustainability practices, recognizing that sustainability and energy efficiency are central to Vornado’s business strategy.

In connection with our sustainability programs, we focus on:

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Sustainable and efficient practices in the way we design, build, retrofit and maintain our portfolio of buildings. We believe that energy efficiency and resource conservation achieve the twofold benefit of controlling our operating expenses and reducing our impact on the environment.

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Maintaining healthy indoor environments for our tenants and employees and incorporating health and wellness into our design principles and operating standards.

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Recognizing climate change as a material issue to our business, due to the risks that it may present to our assets. We assess opportunities to fortify our assets against these risks while mitigating our own contribution

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to climate change through reduction of our carbon footprint. We are assessing our Company’s exposure to climate change through analysis of the potential impact of various global warming scenarios. We further assess our impact on climate change mitigation through membership in business associations in our markets and support for climate change policy and regulation.

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Smart infrastructure improvements, investing in sustainable technologies and employing best practices for building operations. We make investments in low-carbon technologies, including energy efficiency, retrofitting our buildings to rely on lower carbon sources of energy, smart building technology to optimize our energy demand, and exploratory opportunities in energy storage and renewable power.

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Establishing partnerships with our tenants and communities.

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Setting goals around our sustainability policies and reporting on our progress and achievements in our annual Environmental, Social & Governance report available on our website at vno.com/sustainability which is not incorporated into this proxy statement.

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PRINCIPAL SECURITY HOLDERS

The following table lists the number of Shares and Units beneficially owned, as of March 20, 2023, by (i) each person who holds more than a 5% interest in the Company or our operating partnership, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”), (ii) Trustees of the Company, (iii) the executive officers of the Company defined as “Named Executive Officers” in “Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, “Units” are Class A units of limited partnership interest of our Operating Partnership and other classes of units convertible into Class A units. The Company’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2).

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*

Less than 1%

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(1)

Unless otherwise indicated, each person is the direct owner of, and has sole voting power and sole investment power with respect to, such Shares and Units. Numbers and percentages in the table are based on 191,880,615 Shares and 14,817,410 Units (other than Units held by the Company) outstanding as of March 20, 2023.

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(2)

In April 1997, the Company transferred substantially all of its assets to the Operating Partnership. As a result, the Company conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership. The Company is the sole general partner of, and owned approximately 92% of the Units of, the Operating Partnership as

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of March 20, 2023 (one Unit for each Share outstanding). Generally, any time after one year from the date of issuance (or two years in the case of certain holders), holders of Units (other than the Company) have the right to have their Units redeemed in whole or in part by the Operating Partnership for cash equal to the fair market value, at the time of redemption, of one Share for each Unit redeemed or, at the option of the Company, cash or one Share for each Unit tendered, subject to customary anti-dilution provisions (the “Unit Redemption Right”). Holders of Units may be able to sell publicly Shares received upon the exercise of their Unit Redemption Right pursuant to registration rights agreements with the Company or otherwise pursuant to applicable securities laws and rules. The Company has filed registration statements with the SEC to register the issuance or resale of certain of the Shares issuable upon the exercise of the Unit Redemption Right.

(3)

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

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(4)

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

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(5)

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

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(6)

Includes 3,114,602 Shares and 795,082 Units owned by a limited liability company that is managed and controlled by Mr. Roth and which interests are held by Mr. Roth and his spouse. Also includes 3,873 Shares owned by the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting power and sole investment power. Does not include 37,299 Shares owned by Mr. Roth’s spouse, as to which Mr. Roth disclaims any beneficial interest.

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(7)

The number of Shares and Units (but not the number of Shares alone) beneficially owned by the following persons also includes the number of vested and redeemable restricted units (as described below) as indicated: Steven Roth—336,173; David M. Mandelbaum—30,519; Russell B. Wight, Jr.—30,519; Michael D. Fascitelli—26,181; Michael J. Franco—211,526; Haim Chera—237,016; Glen J. Weiss—55,946; Daniel R. Tisch—30,233; Barry S. Langer—36,914; Candace K. Beinecke—33,060; William W. Helman IV—20,677; Mandakini Puri—23,609; Beatrice Hamza Bassey—20,044; Raymond J. McGuire—12,548 and all Trustees and executive officers as a group—1,104,965. The number of Shares or Units beneficially owned by the following persons does not include the number of unvested or unredeemable restricted units as indicated: Steven Roth—421,635; Michael J. Franco—194,233; Haim Chera—187,371; Glen J. Weiss—​160,463; Barry S. Langer—143,730 and all Trustees and executive officers as a group—1,107,432. 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”) as indicated: Steven Roth—809,382; Michael J. Franco—220,211; Haim Chera—64,858; Barry S. Langer—178,535; Glen J. Weiss—178,535; and all Trustees and executive officers as a group—​1,451,521. The number of Shares or Units beneficially owned by the following persons does not include the number of unearned and unvested Long-Term Performance Plan Units (“LTPP Units”) as indicated: Steven Roth—473,865; Michael J. Franco—138,429; Haim Chera—44,201; Barry S. Langer—111,282; Glen J. Weiss—128,331; and all Trustees and executive officers as a group—896,108.

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(8)

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

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(9)

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

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(10)

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

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(11)

The number of Shares beneficially owned by Mr. Fascitelli includes 175,878 Shares held in a limited liability company.

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(12)

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

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(13)

According to an amendment to Schedule 13G filed on February 9, 2023.

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(14)

According to an amendment to Schedule 13G filed on February 9, 2023.

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(15)

According to an amendment to Schedule 13G filed on January 28, 2021

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(16)

According to an amendment to Schedule 13G filed on January 31, 2023.

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(17)

According to a Schedule 13G filed on February 10, 2023.

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(18)

According to a Schedule 13G filed on February 14, 2023.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our Trustees and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership of, and transactions in, certain classes of our equity securities with the SEC. Such Trustees, executive officers and 10% shareholders are also required to furnish us with copies of all Section 16(a) reports they file.

Based solely on a review of the Forms 3, 4 and 5, and any amendments thereto, furnished to us, and on written representations from certain reporting persons, we believe that there were no filing deficiencies under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 2022 (or in 2023, prior to the mailing of this proxy statement).

 

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Key Compensation Highlights

Shareholder Engagement and Board Responsiveness

✓

Robust shareholder engagement, with participation by our Lead Independent Trustee, seeking input on our executive compensation program

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✓

Continued in-depth review of our compensation program, led by the Compensation Committee, with input from shareholders and our independent compensation consultant

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Changes for 2022/2023

✓

Implemented changes to our 2022 and 2023 executive compensation program, including adopting a new LTPP commencing in 2022 that incorporates operational and ESG metrics

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Substantial Performance-Based and At-Risk Components

✓

Pay-for-performance philosophy, including 81% of CEO’s and 40% of other NEOs’ compensation in the form of equity with actual value tied to Vornado’s Share price performance

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✓

Significant portion of long-term compensation in the form of performance-based equity that requires the achievement of significant performance hurdles to have any value

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✓

Total Realized Compensation outcomes demonstrate the strong pay-for-performance alignment within
our program

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✓

Our annual bonus plan has a formula-driven cap

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✓

Metrics in our compensation program continue to align with important metrics that drive value creation: FFO, Total Shareholder Return (“TSR”) and Greenhouse Emission Reductions

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Shareholder-Friendly Compensation Programs

✓

CEO required to hold equity having a value of at least 6x salary and other NEOs must hold equity with a value of at least 3x salary

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✓

Maintain a cap on annual incentive compensation payouts

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✓

Double-trigger equity acceleration upon a change of control

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✓

No excessive retirement benefits or retirement plan (other than a 401(k))

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✓

No excessive perquisites or benefits

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✓

Anti-hedging and anti-pledging policies; our anti-hedging policy applies to Trustees and executive officers and covers hedging their ownership in Shares, including by trading in options, puts, calls, or other derivative instruments related to Shares

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✓

No tax gross-ups

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✓

No dividends or other distributions on unearned equity awards that are subject to performance conditions that have not been achieved (other than limited distributions on Operating Partnership awards for tax purposes)

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Approach of this Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or “CD&A,” describes our executive compensation program for 2022, including certain elements of our 2023 program and the executive compensation philosophy used by our Compensation Committee to make decisions.

 

We use our program to attract, retain and appropriately reward our senior executive team. This CD&A explains how the Compensation Committee made 2022 compensation decisions for the following five named executive officers (the “Named Executive Officers” or “NEOs”):

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Steven Roth, Chairman and Chief Executive Officer (our “CEO”);

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Michael J. Franco, President and Chief Financial Officer;

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Haim Chera, Executive Vice President—Head of Retail;

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Barry S. Langer, Executive Vice President—Development and Co-Head of Real Estate; and

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Glen J. Weiss, Executive Vice President—Office Leasing and Co-Head of Real Estate.

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These five individuals, together with, for 2022, Mr. Thomas J. Sanelli, comprise our senior management team and are referred to in this Proxy Statement as the “Senior Executives”. Under SEC rules and regulations, the “Summary Compensation Table” must report the salary paid and cash bonus earned during that year. That table also requires all equity-based awards to be reported in the year granted, even if that year is different than the year for which a grant applies. We grant annual incentive equity retrospectively—in the first quarter of a new year for the actual performance in the most recently completed year. To more accurately present our compensation information in line with how we make decisions about compensation (as described in more detail under “—Comparison of 2020-2022 Total Direct/Realizable Compensation”), the following discusses both the salary and bonus paid for a year and the equity granted in the following year for that year. We also present (under “—Total Realized Compensation Table”), the actual compensation received for 2022, 2021, and 2020. We believe Total Realized Compensation is helpful in evaluating the effectiveness of the pay-for-performance alignment of our compensation program.

Shareholder Engagement and Board Responsiveness

At our 2022 Annual Meeting of Shareholders, our say-on-pay proposal received the support of the holders of over 70% of Shares that voted at the meeting. While we were pleased that over two-thirds of our shareholders voted in favor of the say-on-pay proposal, our goal is to increase the percentage of our shareholders voting in favor of our say-on-pay proposal and accordingly we engaged in an extensive shareholder outreach program. Since our 2022 annual meeting, we reached out to shareholders representing more than 60% of our outstanding Shares (as of December 31, 2022) and spoke with shareholders representing more than 40% of our outstanding Shares. Our Lead Independent Trustee participated in conversations with several of these largest shareholders.

In addition to our ESG-focused engagements and discussions in the ordinary course of business, we engaged directly with our investors in various forums including at the Citi 2022 Global Property CEO and NAREIT REITworld conferences.

Based on feedback received from shareholders since the 2022 annual meeting and in recognition of the increased importance of ESG matters, we:

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Incorporated ESG metrics in our 2023 LTPP, as described below;

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Maintained our high percentage of equity compensation and performance-based awards relative to
total compensation for senior management, to continue to align pay with performance; and

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Disclosed in this CD&A the structure of the Annual Incentive Plan and explained how bonus amounts
for NEOs were determined.

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