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Vornado (NYSE: VNO) investors approve 2026 omnibus share plan and board slate

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vornado Realty Trust reported the results of its 2026 Annual Meeting of Shareholders. Holders of 178,437,939 common shares, about 95% of the 188,547,756 shares outstanding as of March 23, 2026, were present or represented by proxy.

Shareholders elected 10 nominees to the Board of Trustees for one-year terms, with each nominee receiving more votes for than withheld. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026, approved a non-binding advisory resolution on executive compensation, and approved the Company’s 2026 Omnibus Share Plan.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 188,547,756 shares Common shares entitled to vote as of March 23, 2026
Shares represented 178,437,939 shares Shares present or represented by proxy at 2026 meeting (~95%)
Auditor ratification votes for 171,255,731 votes Votes for Deloitte & Touche LLP as 2026 auditor
Say-on-pay votes for 162,217,503 votes Non-binding advisory resolution on executive compensation
Omnibus Plan votes for 131,158,558 votes Approval of Company’s 2026 Omnibus Share Plan
Board size 10 nominees Trustees elected to one-year terms expiring at 2027 meeting
Broker Non-Votes financial
"Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory resolution on executive compensation financial
"Proposal 3 – Non-binding, advisory resolution on executive compensation."
2026 Omnibus Share Plan financial
"Proposal 4 – Approval of the Company's 2026 Omnibus Share Plan."
independent registered public accounting firm regulatory
"Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
May 21, 2026
 
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland No.001-11954 No.22-1657560
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware No.001-34482 No.13-3925979
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
 
888 Seventh Avenue 
 New York,New York10019
(Address of Principal Executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Vornado Realty Trust
Common Shares of beneficial interest, $.04 par value per share
VNO
New York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust
5.40% Series L
VNO/PL
New York Stock Exchange
Vornado Realty Trust
5.25% Series M
VNO/PM
New York Stock Exchange
Vornado Realty Trust
5.25% Series N
VNO/PN
New York Stock Exchange
Vornado Realty Trust
4.45% Series OVNO/PO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨    



Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Vornado Realty Trust (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Meeting”). As of March 23, 2026, the record date for shareholders entitled to vote at the Meeting, there were 188,547,756 common shares of beneficial interest, par value $0.04 per share (the “Shares”), outstanding and entitled to vote. Of the Shares entitled to vote at the Meeting, 178,437,939, or approximately 95% of the Shares, were present or represented by proxy. There were four matters presented and voted on. Set forth below is a brief description of each matter voted on, the voting results with respect to each such matter and other required information.

Proposal 1 – Election of 10 nominees to serve on the Board of Trustees for a one-year term expiring at the 2027 annual meeting of shareholders of the Company and until their respective successors are duly elected and qualified.
NomineeFor WithheldBroker Non-Votes
Steven Roth163,395,558 6,126,620 8,915,761 
Candace K. Beinecke149,968,051 19,554,127 8,915,761 
Michael D. Fascitelli163,925,263 5,596,915 8,915,761 
Beatrice Hamza Bassey166,187,024 3,335,154 8,915,761 
William W. Helman IV164,267,365 5,254,813 8,915,761 
David M. Mandelbaum157,092,844 12,429,334 8,915,761 
Raymond J. McGuire166,432,860 3,089,318 8,915,761 
Mandakini Puri164,787,611 4,734,567 8,915,761 
Daniel R. Tisch163,079,718 6,442,460 8,915,761 
Russell B. Wight, Jr.163,627,525 5,894,653 8,915,761 

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026.
ForAgainstAbstain
Votes Cast171,255,731 6,538,657 643,551 

Proposal 3 – Non-binding, advisory resolution on executive compensation.
ForAgainstAbstainBroker Non-Votes
Votes Cast162,217,503 5,799,240 1,505,435 8,915,761 

Proposal 4 – Approval of the Company's 2026 Omnibus Share Plan.
ForAgainstAbstainBroker Non-Votes
Votes Cast131,158,558 37,591,996 771,624 8,915,761 


2


SIGNATURE 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 VORNADO REALTY TRUST
 (Registrant)
   
 By:/s/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer (duly authorized officer and principal accounting officer)
Date: May 22, 2026
 
SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 VORNADO REALTY L.P.
 (Registrant)
By:VORNADO REALTY TRUST,
  Sole General Partner
 By:/s/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)
Date: May 22, 2026








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Source: View Original Filing on SEC EDGAR

FAQ

What did Vornado Realty Trust (VNO) report from its 2026 annual meeting?

Vornado Realty Trust reported voting results from its 2026 Annual Meeting of Shareholders. Investors elected 10 trustees, ratified Deloitte & Touche LLP as auditor, approved executive compensation on an advisory basis, and approved the Company’s 2026 Omnibus Share Plan.

How many Vornado (VNO) shares were eligible and represented at the 2026 meeting?

188,547,756 common shares were outstanding and entitled to vote as of March 23, 2026. Of these, 178,437,939 shares, or approximately 95%, were present or represented by proxy at the Annual Meeting, indicating very high shareholder participation.

Were all Vornado Realty Trust board nominees elected at the 2026 meeting?

All 10 board nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee, including Steven Roth and other trustees, received more votes cast “For” than “Withheld,” with additional broker non-votes recorded on the director election proposal.

Did Vornado (VNO) shareholders approve the 2026 Omnibus Share Plan?

Shareholders approved Vornado’s 2026 Omnibus Share Plan. The proposal received 131,158,558 votes “For,” 37,591,996 “Against,” and 771,624 “Abstain,” with 8,915,761 broker non-votes, authorizing the new share-based incentive plan.

How did Vornado Realty Trust shareholders vote on executive compensation?

Shareholders backed the non-binding advisory resolution on executive compensation. The proposal received 162,217,503 votes “For,” 5,799,240 “Against,” and 1,505,435 “Abstain,” with 8,915,761 broker non-votes, indicating strong support for the company’s pay practices.

Which audit firm did Vornado (VNO) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as Vornado Realty Trust’s independent registered public accounting firm for fiscal year 2026. The ratification received 171,255,731 votes “For,” 6,538,657 “Against,” and 643,551 “Abstain” from votes cast at the meeting.

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