VORNADO REALTY TRUST 8-K

What Happened
Vornado Realty Trust (VNO) filed an 8‑K reporting the results of its May 21, 2026 Annual Meeting of Shareholders. As of the March 23, 2026 record date there were 188,547,756 shares outstanding; 178,437,939 shares (≈95%) were present or represented by proxy. Ten trustee nominees were elected for one‑year terms expiring at the 2027 annual meeting. Shareholders also ratified Deloitte & Touche LLP as auditor, passed the non‑binding advisory vote on executive compensation, and approved the Company’s 2026 Omnibus Share Plan.

Key Details

• Record date and turnout: 188,547,756 shares outstanding; 178,437,939 shares present or by proxy (~95%).
• Directors: All 10 nominees were elected for one‑year terms. Support among votes cast ranged roughly from 149,968,051 for the lowest to 166,432,860 for the highest; withheld votes varied (e.g., Candace K. Beinecke had 19,554,127 withheld). Broker non‑votes: 8,915,761.
• Auditor ratification (Proposal 2): Deloitte & Touche LLP ratified — For: 171,255,731; Against: 6,538,657; Abstain: 643,551.
• Advisory vote on executive compensation (Proposal 3): Passed — For: 162,217,503; Against: 5,799,240; Abstain: 1,505,435; Broker non‑votes: 8,915,761.
• 2026 Omnibus Share Plan (Proposal 4): Approved — For: 131,158,558; Against: 37,591,996; Abstain: 771,624; Broker non‑votes: 8,915,761 (about 22% of votes cast opposed).

Why It Matters
These outcomes confirm the board slate and auditor for fiscal 2026 and give shareholder approval to the company’s equity award plan and management compensation (the latter as a non‑binding advisory vote). The omnibus plan passed but with substantial opposition (~22% against among votes cast), a signal investors may watch when assessing future equity dilution and governance dynamics. Ratification of the auditor and strong support for executive compensation reduce immediate governance uncertainty for management and investors.