🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Alexander's, Inc. (ALX). It's a formal notice and information packet sent to shareholders ahead of the 2026 Annual Meeting. Its purpose is to let shareholders know what will be voted on and to provide the details they need to make informed decisions.

👉 Key Date: The virtual annual meeting is May 21, 2026, at 10:00 AM ET.

🏢 What The Company Does

In simple terms, Alexander’s, Inc. is a real estate company that owns and operates a handful of high-profile properties in the New York City area, like the office tower at 731 Lexington Avenue and the Rego Park shopping centers in Queens.

👉 Crucial Nuance: The company doesn't manage itself. It is externally managed by Vornado Realty Trust under ongoing agreements. This means Vornado handles the day-to-day operations, leasing, and development in exchange for fees.

🤝 The Control Dynamic

This is arguably the most important section. Alexander's is a classic "controlled company."

A group led by Vornado Realty Trust (32.23%) and the partnership Interstate Properties (9.85%) owns ~58% of the company's shares.
Steven Roth is the central figure: he's the CEO and Chairman of both Alexander's and Vornado, and is a managing partner of Interstate.
Because this group owns most of the shares, their voting power effectively determines the outcomes of the proposals listed below. The filing explicitly states it's likely their votes will approve everything.

🗳️ What Shareholders Are Voting On

The meeting has four main items for a vote:

Elect Directors: Choose 3 directors (Thomas DiBenedetto, Mandakini Puri, Russell Wight Jr.) to serve until 2029.
Approve a New Stock Plan: Vote on the 2026 Omnibus Stock Plan, which would replace the 2016 plan and authorize 500,000 shares for future awards to employees and directors.
"Say-on-Pay" Advisory Vote: A non-binding vote to approve executive compensation.
Ratify Auditors: Approve Deloitte & Touche LLP as the company's auditor for the year.

💰 Executive Compensation - A Unique Setup

The compensation structure is highly unusual and a direct result of the Vornado management agreement.

No Cash Salaries: The CEO (Steven Roth) and CFO (Gary Hansen) receive $0 in cash salary or bonus from Alexander's for their executive roles.
Compensation Comes from Vornado: Their primary compensation comes from their roles at Vornado, not Alexander's.
Director Fees Only: The only compensation Alexander's pays its CEO is for his service as a Board Director, which was $56,250 in equity awards in 2025. His total reported compensation from the company was $195,744, which includes "other compensation" (likely perks).
No Performance Link: The filing states that because the CEO's pay is based on standard director fees, no specific company performance measures (like net income or TSR) are considered when awarding it.

⚠️ Certain Relationships & Related Transactions

This section discloses the significant financial ties between Alexander's and Vornado, which are reviewed and approved by the Audit Committee.

Management & Leasing Fees: Alexander's pays Vornado annual fees totaling millions. In 2025, this included:
- $2.8 million management fee.
- $842,000 development fee.
- $697,000 in leasing fees.
- $5.44 million in property management and other fees.
Key Executives Overlap: As noted, the CEO and CFO of Alexander's are also top executives at Vornado. Several directors are also trustees of Vornado.

📦 Financial Position & Governance

Board Independence: Despite being a controlled company, 6 of the 7 directors are deemed "independent."
Audit Committee: The committee is fully independent and includes two members (Mses. Puri and Silverstein) designated as "audit committee financial experts."
Stock Ownership: Directors and officers as a group own ~26.4% of shares, with the control group (Vornado/Interstate) owning ~58%.

🔮 What's Next & Why It Matters

Predictable Outcomes: Given the ~58% controlling stake, all four proposals are virtually guaranteed to pass. This annual meeting is more about formality than suspense.
Continued Vornado Influence: The company's future remains entirely tied to Vornado's management and the strategic decisions of Steven Roth. The external management agreement automatically renews each year.
Shareholder Action is Still Important: Even though outcomes are certain, shareholders (especially smaller ones) should review the new stock plan and compensation details, as they reflect the company's governance priorities.

🧠 The Analogy

Think of Alexander's, Inc. as a valuable piece of art owned by a family partnership (Interstate) and a major museum (Vornado). The museum is hired to manage, maintain, and even develop the art (the properties) for a fee. The annual shareholder meeting is like a family gathering where the owners review the museum's management contract, but since the family and the museum's director (Steven Roth) are in charge, they already know what they'll decide. Your vote is noted, but the family's consensus is what truly matters.

🧩 Final Takeaway

Alexander's is a controlled, externally-managed real estate company whose operations, compensation, and future are dominated by its relationship with Vornado Realty Trust. The proxy meeting is a procedural step where the controlling owners will approve the continued status quo: director elections, a new stock plan, and the ratification of fees paid to their own manager, Vornado.

ALEXANDERS INC — DEF 14A Filing