🧾 What This Document Is

This is Vornado Realty Trust's Definitive Proxy Statement (DEF 14A) filed ahead of its 2026 Annual Shareholder Meeting. Think of it as the official "agenda and briefing packet" for shareholders. It explains what will be voted on, provides key company updates, and details executive pay. The meeting will be held virtually on May 21, 2026, at 11:30 AM ET.

👉 Key Takeaway: Shareholders owning stock as of March 23, 2026, are eligible to vote on four main proposals and can attend the virtual meeting using their 16-digit control number.

🏢 What The Company Does

In simple terms, Vornado is a Real Estate Investment Trust (REIT) that owns and operates premium office and retail properties, with a massive focus on New York City. It's a leader in sustainable real estate and also holds a significant stake in Alexander’s, Inc.

👉 Why it matters: Their performance is tightly linked to the health of the NYC commercial real estate market. Their strategy involves buying, developing, and redeveloping top-tier properties in prime locations.

💰 Business & Financial Highlights (2025)

The company recaps a strong 2025, which sets the context for governance and compensation decisions:

• Leasing Power: Leased ~4.7 million sq. ft., its second-highest ever in Manhattan.
• High Rents: Leased 2.5 million sq. ft. of NYC office space at average initial rents over $100/sq. ft.
• Major Redevelopment: Progress on PENN 2 in the Penn District, reaching ~80% occupancy with strong rents. Started new retail redevelopments in the area.
• Strategic Acquisitions & Sales: Purchased 623 Fifth Avenue for redevelopment and sold a portion of the UNIQLO flagship store for $350 million.
• Debt Management: Refinanced $1.4 billion in mortgage loans.
• Sustainability Leader: Maintained 100% LEED certification across its certifiable portfolio.

🔘 What Shareholders Are Voting On

The annual meeting has four key proposals:

1. Election of Trustees: Vote to elect 10 directors, including CEO Steven Roth, for one-year terms. The Board recommends voting FOR all.
2. Ratify Auditors: Approve Deloitte & Touche LLP as the independent accounting firm for 2026. The Board recommends voting FOR.
3. Advisory Vote on Executive Compensation ("Say-on-Pay"): A non-binding vote to approve how top executives are paid. The Board recommends voting FOR.
4. Approve the 2026 Omnibus Share Plan: A vote to adopt a new equity incentive plan for employees and trustees. The Board recommends voting FOR.

👉 Key Takeaway: The "Say-on-Pay" vote (Proposal 3) is a crucial gauge of shareholder satisfaction with executive pay, especially after a year where the company engaged with investors representing ~64% of shares.

👥 Board & Governance

The filing emphasizes strong, independent oversight:

• Board Composition: 8 of 10 trustees are independent. The Board is 30% female and 30% racially/ethnically diverse.
• Lead Independent Trustee: Candace K. Beinecke holds this powerful role, presiding over independent sessions and engaging with major shareholders.
• Governance Highlights: Includes proxy access, annual elections, robust share ownership guidelines for trustees, and no "poison pill" (shareholder rights plan).
• Shareholder Engagement: The company actively engages with investors. Following the 2025 meeting, they spoke with holders of ~64% of outstanding shares.

💼 Executive Compensation Philosophy

The core principle is "pay-for-performance," designed to align executive interests with long-term shareholder value.

• Structure: Emphasizes long-term, performance-based equity with multi-year vesting. Salaries and annual bonuses are smaller components.
• Recent Performance: The proxy highlights that many past long-term performance awards (like the OPP and Performance AO LTIP from 2015-2020) were forfeited because performance targets weren't met. However, the 2023 Long-Term Performance Plan (LTPP) earned ~98% of its maximum potential awards after its measurement period ended in January 2026.
• Compensation Outcomes: The company includes tables showing that the Total Realized Compensation for its CEO and other NEOs is closely aligned with the company's stock performance, which they highlight as evidence of alignment.

👉 Why it matters: This section is the company's argument that despite some past forfeitures, the current pay structure works and is responsive to shareholder feedback. The 2023 LTPP's payout is a key data point for shareholders evaluating the "pay-for-performance" claim.

🔮 What's Next & Strategic Direction

While not offering formal earnings guidance, the proxy signals future focus areas:

• Penn District: Capitalizing on the "enormous opportunity" around Penn Station.
• 5th Avenue Redevelopment: Transforming 623 Fifth Avenue into a "best-in-class" boutique office building.
• Sustainability & ESG: Continuing its industry-leading role in green building practices and social governance.
• Balance Sheet & Capital: Managing refinancing and capital recycling (like the UNIQLO sale) to fund growth.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Premier NYC office portfolio with strong leasing momentum.
• Leader in sustainability (100% LEED-certifiable portfolio).
• Active, independent board with strong governance practices.
• Demonstrated shareholder engagement and responsiveness.

⚠️ Risks:

• Heavy concentration in NYC office market (exposed to remote work trends).
• Significant redevelopment projects (like Penn District) involve execution risk and large capital outlays.
• Past long-term incentive plans have shown how performance targets can be missed, leading to zero payout.
• Commercial real estate remains sensitive to interest rates and economic cycles.

🧠 The Analogy

Investing in Vornado is like buying a stake in a high-end, meticulously restored historic building in the heart of Manhattan. You're betting on the enduring value of the location and the quality of the renovation (their premium assets and developments). The board is the experienced property management team with a strong reputation for integrity (governance), and the executive pay is structured so the managers only get a big bonus if the building's value significantly appreciates over the long term (pay-for-performance). However, your investment's success depends heavily on the neighborhood's (NYC) ongoing appeal and the managers' skill in executing complex, costly upgrades (redevelopments) without major missteps.

🧩 Final Takeaway

This proxy statement paints a picture of a company with strong governance, a focused NYC strategy, and an executive pay plan it claims is tightly linked to performance. The key for shareholders is to evaluate whether the board's oversight and the management's strategic bets—especially the massive Penn District redevelopment—will navigate the challenges of the post-pandemic office market and deliver on the promise of long-term value creation.