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VORNADO REALTY TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT2016
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VORNADO REALTY TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT2016
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This Proxy Statement is printed on recycled paper and is recyclable.
14, 2020 14, 2020 the date of this proxy statement. . If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting. proxy materials to their principals and we may reimburse them for their expenses in so doing. Members of our Board of Trustees proxies. For the purposes of Proposal 4, abstentions will count as votes against the Proposal. duly elected and qualified. Each of these nominees currently serves as a member of our Board. Nominees for Election to Serve as Trustees Until the Annual Meeting in 2019 Candace K. Beinecke(1)(2)(3)(4) Robert P. Kogod(2)(5) Dr. Richard R. West(2)(5)(6) Present Trustees Elected to Serve Until the Annual Meeting in 2017 Michael Lynne(2)(6) David Mandelbaum(2)(3) Daniel R. Tisch(2)(5)(6) Present Trustees Elected to Serve as Trustees Until the Annual Meeting in 2018 Steven Roth(1) Michael D. Fascitelli Russell B. Wight, Jr.(1)(2)(3)(7) May 2013, she served as a Managing Director and Co-Head of BlackRock Private Equity, a private equity business affiliated with BlackRock, Inc. From April 2009 until April 2011, Ms. Puri served as a consultant to Bank of America/Merrill Lynch Global Private Equity and prior to that she co-founded and served as Chief Investment Officer of Merrill Lynch Global Private Equity. Ms. Puri has been a member of the Board of Directors of Alexander’s since March 2020. She was a member of the Board of Validus Holdings Ltd., a public insurance holding company until it was acquired in July 2018, where she served as Chair of the Executive and Compensation Committees. She is also a member of the Wharton School Graduate Executive Board. Ms. Puri has a Bachelor of Commerce degree from Delhi University and an MBA from the Wharton School at the University of Pennsylvania and is a member of the Indian Institute of Chartered Accountants. Alexander’s. ” Alexander’s. ” Open Communication and Shareholder Engagement responsibility and receive updates regularly. shareholder value creation and talent retention and development. 2019. Audit Committee On March 26, 2020, we appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee to provide for a smooth transition. The Audit Corporate Governance and Nominating Committee reviews. Named Executive Officers and Trustees Steven Roth(5)(6)(7)(8) David Mandelbaum(5)(8)(10) Russell B. Wight, Jr.(5)(8)(11) Michael D. Fascitelli(7)(8)(12) Robert P. Kogod(8)(13) David R. Greenbaum(7)(8)(14) Joseph Macnow(7)(8) Michael J. Franco(7)(8) Richard R. West(8)(15) Michael Lynne(8) Daniel R. Tisch(8) Candace K. Beinecke(8) Stephen Theriot(8) All Trustees and executive officers as a group (14 persons)(7)(8) Other Beneficial Owners The Vanguard Group, Inc.(16) Vanguard Specialized Funds—Vanguard REIT Index Fund(17) Cohen & Steers, Inc.(18) BlackRock, Inc.(19) State Street Corporation(20) Reports Vice President—Office Leasing, Co-Head of Real Estate We also present (under “—Realized Compensation Table”), the actual compensation received for 2019, 2018, and 2017. We believe realized compensation is helpful in evaluating the effectiveness of our compensation program. Our Compensation Programs below). are non-GAAP metrics, we use Comparable EBITDA Comparable FFO FFO 1-year TSR How We Determine Executive Compensation We make our compensation decisions Furthermore, we consider the actual realized pay historically received by our management in determining whether our compensation program meets our goals of alignment with shareholder interests. employees. In addition, during 2019, Willis Towers Watson advised the Compensation Committee on the Promotion Awards. As demonstrated above, our executive compensation program is structured to achieve its objectives by (i) providing incentives to applicable year). Our NEOs were awarded OPP Shareholders and unit holders OPP Unitholders Stock Nonqualified Deferred Compensation Plans Code. Retirement and 401(k) Plans personal use. “Fair Value” is determined in accordance with securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Steven Roth (CEO from 4/15/13) Stephen W. Theriot (CFO from 06/01/13) David R. Greenbaum Michael J. Franco Joseph Macnow Table.” prior year, a 0.8% increase. The decrease in 2019 as compared to 2018 was due to Mr. Roth electing for 2019 (as well as 2020) to receive 80% of his annual salary in restricted units (which vest ratably over the calendar year). the prior year. defined in the ” Steven Roth Chairman and Chief Executive Officer since 04/15/13 (Current Principal Executive Officer) Stephen W. Theriot Chief Financial Officer since 06/01/13 (Current Principal Financial Officer) David R. Greenbaum President—New York Division Michael J. Franco Executive Vice President—Chief Investment Officer since 05/21/15) Joseph Macnow Executive Vice President— Finance, Chief Administrative Officer Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow 2019 Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow Steven Roth 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Stephen W. Theriot 1/14/15 1/10/14 David R. Greenbaum 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Michael J. Franco 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 12/10/10 Joseph Macnow 1/14/15 1/10/14 3/15/13 3/30/12 2/28/11 3/11/10 2/27/09 Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow 2019. Steven Roth Stephen W. Theriot David R. Greenbaum Michael J. Franco Joseph Macnow Joseph Macnow The information presented below reflects the estimated payments that each of our Named Executive Officers would have received under the employment termination scenarios (including following a change of control) if employment termination were to have occurred on December 31, Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation(3) Total Bonus Severance Unvested Options Unvested Restricted Units Unvested OPP Units Benefits Continuation(3) Total Candace K. Beinecke Michael D. Fascitelli Robert P. Kogod Michael Lynne David Mandelbaum Daniel R. Tisch Richard R. West Russell B. Wight, Jr. Alexander’s. 2019. Alexander’s. Management and Development Agreements. Pursuant to our management and development agreement with properties and The Alexander apartment tower. MDF Capital LLC, which is owned by Mr. Michael D. Fascitelli, one of our Trustees, leases space at our building at 888 Seventh Avenue in New York City. During Pursuant to the lease, during 2019 Daryl Roth Productions paid rent of $487,003. 2019. In prior years, we have included costs for services in connection with offerings in “Audit Fees.” Those amounts are now included below under “Audit-Related Fees.” Those amounts for 2019 and 2018 were $232,000 and $226,000, respectively. All Other Fees 2018. 2020. Named Executive Officers. principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, Attention: Secretary, not later than the close of business on December Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. 888 Seventh Avenue
New York, New York 10019Notice of Annual Meeting of Shareholders to Be Held on May 19, 2016To our Shareholders:The 20162020 Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust ("Vornado"(“Vornado” or the "Company"“Company”), will be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663, on Thursday, May 19, 2016,14, 2020, beginning at 11:30 A.M., localNew York City time, for the following purposes:(1)To elect threeconsider and vote upon the election of 10 persons to the Board of Trustees of the Company, each to serve for a one-year term expiring at the 2019 annual meeting2021 Annual Meeting of shareholdersShareholders of the Company and until his or her successor is duly elected and qualified.Please note, however, that, if the amendment to the Company's Declaration of Trust, as described below, is approved at this Annual Meeting, persons nominated in 2017 and 2018 each will be elected for a one year term and, beginning with the 2019 annual meeting of shareholders, all members of the Board will be elected annually and, in each case, until his or her respective successor is duly elected and qualified.(2)To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for the current fiscal year.(3) To consider and vote upon an amendment to our Company's Declaration of Trust (the "Declaration") to eliminate the classification of our Board of Trustees (the "Amendment"). (4) To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation.(4)To consider and vote upon amendments to the Company’s 2019 Omnibus Share Plan.(5)To transact any other business as may properly come before the meeting orand any postponement or adjournment of the meeting.The Board of Trustees of the Company has fixed the close of business on March 21, 201616, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, 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 bythrough 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 (1) 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 Annual Meetingmeeting and voting in person. 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 18, 2016.13, 2020.Important Notice Regarding COVID-19Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Company’s Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.vno.com. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.By Order of the Board of Trustees,Alan J. Rice
SecretaryApril 3, 2020 VORNADO REALTY TRUST i 2020 PROXY STATEMENT SUMMARYBy Order of the Board of Trustees, Alan J. RiceSecretaryApril 8, 20162016 PROXY STATEMENT SUMMARYOverview of Voting ItemsThis summary highlights certain information that is covered elsewhere in this Proxy Statement. You are encouraged to read our complete Proxy Statement before voting.Proposals and Board RecommendationsShareholder Voting ItemsBoard Vote Recommendation Proposal 1: Election of Three TrusteesForProposal 2: Ratification of Appointment of Independent Accounting FirmForProposal 3: Declassification of Board of TrusteesForProposal 4: Advisory Approval of Executive CompensationFor Recent Governance ChangesDuring the last two years, our Board of Trustees has adopted, or is proposing, a number of significant governance changes. These changes follow extensive engagement with our shareholders to better understand their views on our corporate governance practices. The Chair of our Corporate Governance and Nominating Committee was an active participant in these meetings with investors and she and members of our management team reported and discussed the feedback received with the full Board. As part of this engagement, we held in person or telephonic meetings with shareholders representing approximately 50% of our outstanding shares. These changes include:Changes made for 2016nAmending our Corporate Governance Guidelines to provide that, in an uncontested election, if a nominee for Trustee does not receive majority support for election to the Board (more "for" votes than "withhold" votes), that Trustee must offer to resign from the Board. The Board would then determine whether to accept or reject the resignation and disclose its rationale for its decision.nRecommending that our shareholders approve an amendment to our Declaration of Trust that would provide for the phased-in annual election of our Board of Trustees, with the Board fully declassified in 2019.nAppointing Ms. Candace K. Beinecke as our new Lead Trustee in March 2016.nAmending our Corporate Governance Guidelines to provide for increased clarity and emphasis on diversity as a criteria for the selection of new Trustees.nThe Board is actively seeking one new independent Trustee to be appointed before the end of the year.Changes made in 2015nIncreasing the power and authority of our Lead Trustee to reflect best practices.nIncreasing Trustee equity ownership requirements to five times (from four times) their annual retainer.nDesignating an additional member of the Audit Committee to be an "audit committee financial expert."nAdopting an anti-hedging policy.nAdopting a claw-back policy.We have also significantly enhanced the corporate governance disclosures in our proxy statement in the last two years.Corporate Governance HighlightsüHighly independent Board actively engaged in strategic, risk and management oversightüResignation policy for any Trustee who does not receive majority supportüA highly experienced Board of Trustees with diverse expertise applicable to our strategic and business needsüRobust role for Lead Independent Trustee who is elected annually by the independent Trustees. In 2016 we appointed Ms. Candace K. Beinecke as our new Lead Independent Trustee.üRenewed focus on Board composition and refreshmentüAnnual evaluations of our Board, our Trustees and our Board committeesüOpen communication and strong working relationships among Trustees with regular access to managementüHigh Trustee share ownershipüStrong succession planning oversightüResponsive to shareholder feedbackExecutive Compensation HighlightsüSignificant portion of compensation is variable and performance basednFormula driven annual bonus plannEquity grants tied to rigorous absolute and relative total shareholder return ("TSR")-performance goalsüSignificant share ownership and retention requirements (6x salary for CEO, 5x retainer for Trustees, 3x salary for other NEOs)üDouble trigger equity acceleration upon a change-of-controlüNo hedgingüClawback policyüNo tax gross-upsüNo excess perks and limited retirement benefitsüNo golden parachute or contractual severance arrangement for our CEOSHAREHOLDER VOTING ITEMS BOARD VOTE
RECOMMENDATION Proposal 1 2016 PROXY STATEMENTElection of 10 Trustees For Proposal 2 Ratification of appointment of Independent Accounting Firm For Proposal 3 Advisory approval of executive compensation For Proposal 4 Approval of amendments to the Company’s 2019 Omnibus Share Plan For Company OverviewVornado is a fully integrated real estate investment trust (“REIT”) with a collection of premier assets and a focused strategy of growing its dominant positions in New York City office and retail. While concentrated in New York, Vornado also has premier assets in Chicago and San Francisco, and maintains a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area. Vornado is the real estate industry leader in sustainability policy, with over 26 million square feet of LEED certified buildings and received the Energy Star Partner of the Year Award, Sustained Excellence 2019.We are highly focused on delivering long-term value to shareholders through the pursuit of our investment philosophy and execution of our operating strategies, including:•Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit.•Investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation.•Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents.•Developing and redeveloping our existing properties to increase returns and maximize value.2019 Business HighlightsIn 2019, we continued our long track record of delivering value to shareholders. We executed on our goals, accomplishing the following strategic initiatives and achieving the following results. These factors were among those considered in the compensation decision process, as discussed more fully in the Compensation Discussion & Analysis Section of this Proxy Statement:•Net income for the year ended December 31, 2019 was $16.21 per diluted share, compared to $2.01 per diluted share for 2018.•Total Funds From Operations (“FFO”) for the year ended December 31, 2019 was $5.25 per diluted share, compared to $3.82 per diluted share for 2018. FFO, as adjusted for the year ended December 31, 2019 was $3.49 per diluted share, compared to $3.73 per diluted share for 2018. The reduction in FFO, ii VORNADO REALTY TRUST 2020 PROXY STATEMENT SUMMARY 1as adjusted per diluted share is entirely attributable to the asset sales described below. FFO and FFO, as adjusted, are non-GAAP measures defined in Annex A to this Proxy Statement.•Company-wide 2019 cash basis “same store” Net operating income (“NOI”) increased 3.6%. NOI is a non-GAAP measure defined in Annex A to this Proxy Statement.•Leasing activity for the year, across the entire business, totaled 1.7 million square feet in 215 leases, with mark-to-market increases of 14.0% GAAP and 8.8% cash.•At December 31, 2019, overall occupancy was 96.5%.•On April 18, 2019, we transferred a 48.5% common interest in a joint venture of our seven upper Fifth Avenue and Times Square retail properties to a group of institutional investors for net cash proceeds of $1.179 billion. We retained the remaining 51.5% common interest and an aggregate of $1.828 billion of preferred equity interests in certain of the properties. The transaction valued the properties at $5.556 billion (a 4.5% cap rate) resulting in a financial statement net gain of $2.571 billion. On December 18, 2019 we declared a $1.95 per share special dividend resulting from the transaction which was paid to shareholders on January 15, 2020.•In addition to the Fifth Avenue and Times Square retail properties transfer we completed the following sale transactions during 2019:◦$1.61 billion net proceeds from the sale of 54 condominium units at our 220 Central Park South luxury residential condominium development project resulting in a financial statement net gain of $604 million;◦$168 million sale of all of our common shares of Lexington Realty Trust;◦$109 million sale of all of our partnership units of Urban Edge Properties;◦$100 million sale of our 25% interest in 330 Madison Avenue; and◦$50 million sale of 3040 M Street.•In 2019, we completed $5 billion of financings in 13 transactions.•Sustainability—in 2019, we were designated Energy Star Partner of the Year for the seventh time; we received the National Association of Real Estate Investment Trusts (“NAREIT”) Leader in the Light Award for the tenth year in a row and were a top performer among all global real estate sustainability benchmark respondents. We were cited as the industry model with our innovative approach to having our Environmental Stewardship, Social Responsibility and Governance (“ESG”) Report assured by a third party and furnishing it to the Securities and Exchange Commission (“SEC”).•Lastly, and perhaps most importantly, we advanced the redevelopment of the Penn District, positioning our Company to capitalize on the enormous opportunity we have on the West Side of Manhattan. Our redevelopments are now in full construction mode and we have made very substantial progress in leasing these assets.Recent Management ChangesOur organization maintains an entrepreneurial spirit and a key tenet of our strategy is to maintain a deep, talented and proven team of operating and investment professionals. In 2019, the Board oversaw several generational leadership changes, including three internal promotions to the positions of President (Mr. Michael J. Franco), and Co-Heads of Real Estate (Messrs. Glen J. Weiss and Barry S. Langer), and one external hire as our Head of Retail (Mr. Haim H. Chera).We believe the promotions and the new hire to be a very important step in establishing a firm path for management succession at our Company. We are even more strongly positioned by having attracted a world-class retail talent to run our important street retail and train station retail business. The Board has put in place a purposeful and smooth transition process by having this younger generation step into their new roles while existing senior management continues to serve the Company. For more information on management transition and related compensation, please see page 26. VORNADO REALTY TRUST iii 2020 PROXY STATEMENT SUMMARY Recent Board RefreshmentAs part of our focus on Board refreshment, Beatrice Hamza Bassey will stand for election as a Trustee at our annual meeting for the first time, and Ms. Mandakini Puri has been appointed to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee to provide for a smooth transition. In the nomination process, we prioritized diversity, as codified in our Corporate Governance Guidelines, and the skills supporting our strategic and business needs as identified by the Board.The following charts summarize the composition of our Board following our recent refreshment:![[MISSING IMAGE: tm201978d2_pc-boardpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_pc-boardpms.jpg)
In the past two years, we have added two new Trustees who replaced two previous members of the Board.•Ms. Hamza Bassey has served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an African-focused banking group, since February 2015. She brings legal, investment, financial and international experience.•Mr. Helman joined our Board in 2019. He brings investment, private equity, capital markets, and public company board experience.We believe that the balance of skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise of our longer-tenured Trustees, provide substantive support for the Board’s oversight of the Company’s business and strategy. In combination with Board refreshment, we have also rotated committee memberships to bring new perspectives to committees.Shareholder Engagement and History of Board ResponsivenessWe maintain an ongoing shareholder outreach program led by our Lead Independent Trustee, Candace Beinecke. In each of the last five years, we have engaged with shareholders representing more than 50% of our outstanding shares. We have demonstrated responsiveness to shareholders’ feedback through the enhancements made to our governance, compensation and sustainability practices. Since our 2019 annual meeting, we reached out to shareholders representing more than 70%, and had conversations with those representing 55% of our outstanding shares. Our Lead Independent Trustee participated in 73% of these conversations. ![[MISSING IMAGE: tm201978d2_pc-contactpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_pc-contactpms.jpg)
iv VORNADO REALTY TRUST 2020 PROXY STATEMENT SUMMARY Our engagement covered many topics, but focused primarily on three:1.Board composition, including our continuing plans for refreshment and management succession2.Executive compensation3.Environmental Social and Governance, including our robust approach to reportingThe following summarizes the actions taken in response to shareholder feedback: Board Refreshment •One new Trustee standing for election at the annual meeting•Appointed a new Chair for our Audit Committee•Our focus on board diversity resulted in 30% of the Board being comprised of female Trustees and 20% ethnically diverse Executive Compensation •Changed the performance-conditioned Long Term Incentive awards to Outperformance Plan Awards as had been granted and approved by shareholders through favorable “say-on-pay” votes in prior years•Provided clear disclosure on all compensation decisions related to executive promotions and new executive hire•Enhanced disclosure showing total direct/realizable compensation compared to realized compensation to showcase the strong alignment of pay with stock performance•Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design•Enhanced claw-back policy to include violations of Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit Environmental Social and Governance •In addition to reporting in accordance with the Global Real Estate Sustainability Benchmark (“GRESB”) and Sustainability Accounting Standards Board (“SASB”) frameworks, we have begun evaluating exposure to climate-related risks using various scenario analyses including the Task Force on Climate-Related Financial Disclosures (“TCFD”)•Changed the Corporate Governance and Nominating Committee Charter to give the Committee direct oversight responsibility for ESG matters•Enhanced disclosure of how the Board and the Corporate Governance and Nominating Committee oversee ESG matters•Refreshed and updated our claw-back and political contributions policies and strengthened their oversight by the Corporate Governance and Nominating Committee•Provided additional disclosure on ESG practices including recent updates to polices VORNADO REALTY TRUST v 2020 PROXY STATEMENT SUMMARY Executive CompensationOur executive compensation program is designed to emphasize performance-based compensation in alignment with our business strategy. The objectives of the program include: •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. The following shows the pay mix for our CEO. 98% of his total direct 2019 compensation is variable and subject to Company performance. Changes for 2020 include restoring an Outperformance Plan as the performance-based equity award portion of the Long Term Incentive portion of total compensation:![[MISSING IMAGE: tm201978d2_pc-ceocomppms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_pc-ceocomppms.jpg)
vi VORNADO REALTY TRUST 2020 PROXY STATEMENT SUMMARY 2020 Commitment to Compensation Enhancements and Program RevampWe made progress with our 2019 executive compensation, but recognize that there are still adjustments needed going forward. To emphasize our focus on aligning executive compensation with shareholder interests, we are committed to further adjusting our executive compensation program based on feedback provided in our dialogue with shareholders. Our goal is to create a consistent executive compensation structure that is transparent, goal-oriented and linked to objective results, and that reflects evolving best practices. In doing so, we will continue to maintain a compensation program that encourages long-term focus with pay outcomes that are at-risk and aligned with performance.Compensation Outcomes Demonstrate Performance-based and At-risk Nature of Our Compensation ProgramsOur executive compensation program is designed so that the actual realized compensation closely aligns with actual Share performance. Total direct/realizable compensation for our CEO has remained flat in each of the last three years and his realized pay is significantly lower than total direct/realizable pay in each year. Direct/Realizable and Realized Compensation are calculated as is described in the Compensation Discussion and Analysis Section of this Proxy Statement. Long-term equity awards for the three-year performance periods were not earned and no payouts were made in 2017, 2018 or 2019, demonstrating the at-risk nature of our performance-based program and the alignment with shareholder interests.![[MISSING IMAGE: tm201978d1_bc-ceototalpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d1_bc-ceototalpms.jpg)
VORNADO REALTY TRUST vii 2020 PROXY STATEMENT SUMMARY Environmental Stewardship, Social Responsibility and Governance (ESG) HighlightsOur Board is committed to sound governance practices designed to promote the long-term interests of shareholders and strengthen Board and management accountability. Many of these governance practices were influenced by and responsive to shareholder feedback over the years. BOARD OF TRUSTEES ✓Highly engaged, experienced Board with diverse skills and expertise✓Commitment to Board refreshment, with a focus on diversity✓90% of Board is independent✓30% of our Board members are female and 20% are ethnically diverse✓Lead Independent Trustee with significant authority and responsibility✓Annual Board and committee self-evaluations✓Annual review of Board leadership structure✓Robust stock 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✓Active approach to management succession planning✓Corporate Governance and Nominating Committee oversees ESG program and sustainability initiatives✓Corporate Governance and Nominating Committee actively oversees and monitors internal compliance with ethical and social policies 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 the Bylaws✓Trustee resignation policy in uncontested elections for failure to receive majority support✓No poison pill✓Declaration of Trust may be amended by a majority of the Board of Trustees and a majority vote of outstanding shares (excluding limited provisions to protect REIT tax status and removal of Trustees) viii VORNADO REALTY TRUST 2020 PROXY STATEMENT SUMMARY COMPENSATION PRACTICES ✓Pay-for-performance philosophy, including 98% of CEO’s and 71% of other previously-serving NEOs’ 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✓Implemented changes reflected in our 2020 executive compensation program, including restoration of our Outperformance Plan which was previously approved through favorable “say-on-pay” votes✓Robust claw-back policy, subject to the oversight of the Corporate Governance and Nominating Committee, which was recently enhanced 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✓Formula-driven annual bonus plan cap✓We design our compensation so that a significant portion of the actual realized compensation of our CEO and other named executive officers closely aligns with actual Share performance✓Maintain a cap on incentive compensation payments✓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✓We require our CEO to hold Company equity having a value equal to at least 6x his salary and each of our other named executive officers to hold Company equity with a value equal to at least 3x such executive’s salary ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY ✓Strong Code of Business Conduct and Ethics applies to all Trustees and employees✓Refreshed and renewed anti-harassment policy✓Employee policies and manuals prohibit bribes, money laundering and other corruption✓Restrictions on conflicts of interest✓Established and circulated straightforward procedures for reporting any policy violations or other wrongdoing✓Comply with the strictest rules regarding employing child labor, respecting human rights and not purchasing conflict minerals✓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✓Industry-leading sustainability program✓Energy Star Partner of the Year Award with Sustained Excellence received seven times, most recently in 2019✓Global Real Estate Sustainability Benchmark Green Star Ranking in every year since 2013✓Nareit Leader in the Light Award every year since 2010✓One of the largest owners of LEED-certified property in the United States VORNADO REALTY TRUST ix 2020 PROXY STATEMENT SUMMARY ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBLITY ✓Reporting pursuant to SASB framework in 2018 and 2019 ESG reports, examined by third party and furnished to the SEC with a Form 8-K filing✓2019 signatory of the Task Force on Climate-related Financial Disclosures✓Include diversity data in our annual ESG report; 55% of our corporate employees are female and 34% are racial minorities Please also see our Chairman’s Letter that can be found on our website at www.vno.com/chairmansletter. Our Chairman’s Letter is not a part of or incorporated by reference in this Proxy Statement. VORNADO REALTY TRUST a TABLE OF CONTENTS TABLE OF CONTENTS b VORNADO REALTY TRUST TABLE OF CONTENTS VORNADO REALTY TRUST c TABLE OF CONTENTS VORNADO REALTY TRUST 1 2020 Proxy Statement 888 Seventh Avenue
New York, New York 10019PROXY STATEMENTAnnual Meeting of Shareholders to Be Held on May 19, 2016The accompanying proxy is being solicited by the Board of Trustees (the "Board“Board of Trustees"Trustees” or the "Board"“Board”) of Vornado Realty Trust, a Maryland real estate investment trust ("(“we," "us," "our"” “us,” “our,” the “Company” or the "Company"“Vornado”), for exercise at our 20162020 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) to be held on Thursday, May 19, 2016,14, 2020, beginning at 11:30 A.M., localNew York City time, at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663. 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 20152019 Annual Report are being distributed and made available on or about April 8, 2016.In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"“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 April 8, 2016the date of this proxy statement to our shareholders of record as of the close of business on March 21, 2016.16, 2020. Shareholders may (1) access the proxy materials on athe 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 12-digit control number that is included with the notice mailed on or about April 8, 2016,the date of this proxy statement, to authorize your proxy for your sharesShares (as defined below) through the Internet. If you 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 toircontact@vno.com. If you wish to receive a printed version of these materials, you may request them atwww.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.Important Notice Regarding COVID-19Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Company’s Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.vno.com 2 VORNADO REALTY TRUST 2020 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGHow do you vote?If you hold your shares of record in your own name as a registered holder, you may vote in person at the Annual Meeting or you may authorize your proxy over the Internet (atwww.proxyvote.com), by telephone (at 1-800-690-6903) or by executing and returning a proxy card.card or voting instruction form. Once you authorize a proxy, you may revoke that proxy by (1) timely (1) 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 in person. Attending the Annual Meeting without submitting a new proxy or voting in person will not automatically revoke your prior authorization of your proxy. 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 18, 2016.If you hold your common shares in "street name"“street name” (that is, as beneficial owner through a bank, broker or other nominee), your 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 nominee on how to vote your shares. If you hold sharesShares in "street“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 nominee how to vote your shares by following the directions provided by your 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 13, 2020.We will pay the cost of soliciting proxies. We have hired MacKenzie Partners, Inc. to solicit proxies for a fee not to exceed $5,500.$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 2VORNADO REALTY TRUST2016 PROXY STATEMENT orand members of management of the Company may also solicit votes.Who is entitled to vote?Only holders of record of our common shares of beneficial interest, par value $0.04 per share (the "Shares"“Shares”), as of the close of business on March 21, 201616, 2020 are entitled to notice of and to vote at the Annual Meeting. We refer to this date as the "record“record date."” On that date, 188,770,163191,103,928 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 the meeting in person?If you hold your Shares in your own name, you will need only to present satisfactory evidence of your identity. If you hold your Shares in "street name"“street name” and would like to attend the Annual Meeting in person, you will need to bring an account statement or other evidence acceptable to us of ownership of your Shares as of the close of business on the record date. If you hold Shares in "street name"“street name” and wish to vote in person at the Annual Meeting, you will need to contact your bank, broker or other nominee and obtain a legal proxy“legal proxy” from your nominee and bring it to the Annual Meeting. Obtaining a legal proxy may take several days. Directions to attend the Annual Meeting and vote in person are available upon request to the Secretary of the Company at its offices.How will your votes be counted?What is the quorum necessary for the meeting?The holders of a majority of the outstanding Shares 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 your 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 VORNADO REALTY TRUST 3 2020 PROXY STATEMENT other matter that may properly come before the meeting. A broker non-vote and any proxy marked "withhold" 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 votevotes on the election of Trustees or the ratificationany of the appointment of our registered independent public accounting firm, or the non-binding, advisory vote on executive compensation. However, because the vote required to amend our Declaration of Trust (the "Declaration") to eliminate the classification of our Board of Trustees (the "Amendment") is based on votes entitled to be cast at the meeting (rather than votes cast at the meeting), abstentions and broker non-votes, if any,proposals, except that an abstention will have the effect of a vote against the Amendment.amendments to the Company’s 2019 Omnibus Share Plan (the “Amended 2019 Omnibus Share Plan”). 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 Trustee fails to receive majority approval (more “for” votes cast than “withhold” votes), 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 sharesShares entitled to cast the vote are held in street name, the broker lacks discretionary authority to vote the sharesShares on that matter and the broker has not received voting instructions from the beneficial owner.The approval of the Amendment requires the affirmative vote by holders of not less than a majority of our Shares outstanding and entitled to vote thereon. The election of each of our nominees for Trustee (Proposal 1) requires a plurality of the votes cast at the Annual Meeting,Meeting; however, any nominee for Trustee who does not receive the approval of a majority of the votes cast (more "for"“for” votes than "withhold"“withhold” votes) will be required, pursuant to our Corporate Governance Guidelines (the "Guidelines"“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 and(Proposal 2), the approval of the non-binding, advisory vote on executive compensation require(Proposal 3), and the approval of the amendments to the Company’s 2019 Omnibus Share Plan (Proposal 4), each requires the affirmative vote of a majority of the votes cast on such matter at the Annual Meeting. 4 VORNADO REALTY TRUST 2020 PROXY STATEMENT PROPOSAL 1: ELECTION OF TRUSTEESTRUSTEES STANDING FOR ELECTIONTrustees Standing for ElectionOur Board has nine Trustees. On February 11, 2016,10 Trustees who 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. Robert P. KogodMichael D. Fascitelli, Ms. Beatrice Hamza Bassey, Messrs. William W. Helman IV and David M. Mandelbaum, Ms. Mandakini Puri, Mr. Daniel R. Tisch, Dr. Richard R. West and Mr. Russell B. Wight, Jr. for election at our Annual Meeting. SuchIf elected, such persons will be elected to the class of Trustees to serve until the Annual Meeting of Shareholders in 20192021 and until their respective successors are 2016 PROXY STATEMENTVORNADO REALTY TRUST3 Our organizational documents currently provide that our Trustees are divided into three classes, as nearly equal in number as reasonably possible, as determined by the Board. One class of Trustees is elected at each Annual Meeting to hold office for a term expiring at the third succeeding annual meeting and until their respective successors have been duly elected and qualified. If the Amendment is approved, our organizational documents will provide that the Trustees elected at this annual meeting will serve until the 2019 annual meeting of shareholders, the Trustees elected at the 2017 annual meeting of shareholders will be elected for a one-year term to serve until the 2018 annual meeting of shareholders, the Trustees elected at the 2018 annual meeting of shareholders will be elected for a one-year term to serve until the 2019 annual meeting and, beginning with the 2019 annual meeting of shareholders, all Trustees will be elected as a single class annually, in each case to hold office for a term expiring at the next succeeding annual meeting and until their respective successors have been duly elected and qualified.Unless you direct otherwise in your signed and returned proxy, each of the persons named in the accompanying proxy will vote your sharesShares for the election of each of the three10 nominees for Trustees listed below.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 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"“FOR” the election of each of the nominees listed below to serve as a Trustee until the Annual Meeting of Shareholders in 20192021 and until his or her respective successor has been duly elected and qualified.Under our Amended and Restated Bylaws, (the "Bylaws"), a plurality of all the votes cast at the Annual Meeting, if a quorum is present, is sufficient to elect a Trustee. 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 (a greater number of "for"“for” votes than "withhold"“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. Under Maryland law, proxies marked "withhold"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 vote. A broker non-vote will also have no effect on the result of this vote.proposal. 4 VORNADO REALTY TRUST 2016 PROXY STATEMENT 5 2020 PROXY STATEMENT The following table lists the nominees and the other present members offor election to the Board who will continue to serve followingat the 20162020 Annual Meeting.Meeting for a term of one year 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. Name Age First
Appointed Principal Occupation Independent(1) Roles and
Committees Steven Roth(2) 78 1979 Chairman and Chief Executive Officer of the Company Executive (Chair) Candace K. Beinecke 73 2007 The Senior Partner of Hughes Hubbard & Reed LLP • Lead Independent TrusteeExecutive,Corporate Governance & Nominating (Chair) Michael D. Fascitelli(2) 63 1996 Owner, MDF Capital LLC • Beatrice Hamza Bassey 48 2020 Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd. • William W. Helman IV 61 2019 General Partner of Greylock Partners • Compensation, Corporate Governance & Nominating David M. Mandelbaum(2) 84 1979 A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties • Mandakini Puri 60 2016 Private equity consultant • Audit (Chair),Corporate Governance & Nominating Daniel R. Tisch 68 2012 Managing Member of TowerView LLC • Audit,Compensation (Chair) Richard R. West 82 1982 Dean Emeritus, Leonard N. Stern School of Business, New York University • Audit,Compensation Russell B. Wight, Jr.(2) 80 1979 A general partner of Interstate Properties • Executive (1)Name Age Principal Occupation
and, if applicable, Present Position
with the Company Year Term
Will
Expire Year First
Elected
as Trustee 69 Chair of Hughes Hubbard & Reed LLP 2019 2007 84 President of Charles E. Smith Management LLC 2019 2002 78 Dean Emeritus, Leonard N. Stern School of Business, New York University 2019 1982 74 Principal of Unique Features 2017 2005 80 A member of the law firm of Mandelbaum & Mandelbaum, P.C.; a general partner of Interstate Properties 2017 1979 64 Managing Member of TowerView LLC 2017 2012 74 Chairman of the Board of Trustees of the Company since May 1989; Chief Executive Officer of the Company from May 1989 to May 2009 and since April 15, 2013; Managing General Partner of Interstate Properties 2018 1979 59 Owner, MDF Capital LLC since June 2013. From May 2009 to April 15, 2013, President and Chief Executive Officer of the Company 2018 1996 76 A general partner of Interstate Properties 2018 1979 (1)Member of the Executive Committee of the Board.(2)("NYSE"(“NYSE”) as determined by the Board.(2)(3)MemberBeneficially owns in excess of the Corporate Governance and Nominating Committee1% of the Board.(4)Lead Trustee since March 2016.(5)Member of the Audit Committee of the Board.(6)Member of the Compensation Committee of the Board.(7)Lead Trustee until March 2016. 6 2016 PROXY STATEMENT VORNADO REALTY TRUST 5 2020 PROXY STATEMENT BIOGRAPHIES OF OUR TRUSTEESMs. Beinecke has served as Chair of Hughes Hubbard & Reed LLP, a New York law firm, since 1999 and is a practicing partner in Hughes Hubbard's Corporate Department. Ms. Beinecke also serves as Chairperson of the Board of Arnhold & S. Bleichroeder Advisors LLC's First Eagle Funds, Inc. (a U.S. public mutual fund family), and as a board member of ALSTOM (a public French transport and power company).Mr. Fascitelli has served as a memberBiographies of our Board of Trustees since December 1996. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC (a private investment firm). Mr. Fascitelli served as our President from December 1996, and as our Chief Executive Officer from May 2009, until his resignation from both positions effective April 15, 2013. From December 1992 to December 1996, Mr. Fascitelli was a partner at Goldman, Sachs & Co. (an investment banking firm) in charge of its real estate practice and was a vice president prior thereto. Until May 23, 2013, he was also a director of our affiliate, Alexander's, Inc. ("Alexander's") (a real estate investment trust), and served as its President until April 15, 2013. From 2004 until 2013, he also served as a director of our affiliate, Toys "R" Us, Inc. (a retailer). Since January 16, 2014, Mr. Fascitelli has served on the Board of Trustees of Colony Starwood Homes (formerly Starwood Waypoint Residential Trust) (a real estate investment trust). Since 2015, Mr. Fascitelli has also served as a member of the Board of Commissioners of the Port Authority of New York and New Jersey.Mr. Kogod has served as a member of our Board of Trustees since 2002. Currently, Mr. Kogod is the President of Charles E. Smith Management LLC (a privately-owned investment firm that is not affiliated with the Company). Previously, Mr. Kogod was Co-Chief Executive Officer and Co-Chairman of the Board of Directors of Charles E. Smith Commercial Realty L.P., from October 1997 through December 2001, and was Co-Chief Executive Officer and Co-Chairman of the Board of Directors of Charles E. Smith Residential Realty from June 1994 to October 2001.Mr. Lynne has been a principal of Unique Features (a media company) since its formation in 2008. Prior to that, he was Co-Chairman and Co-Chief Executive Officer of New Line Cinema Corporation (a subsidiary of Time Warner, Inc. and a motion picture company) since 2001. Prior to 2001, Mr. Lynne served as President and Chief Operating Officer of New Line Cinema, starting in 1990. From 2006 until 2008, Mr. Lynne served on the Board of Directors of Time Warner Cable Inc. (a telecommunications company). Since July 2013, Mr. Lynne has been a member of the Board of Directors of IMAX Corporation (an entertainment technology company).Mr. Mandelbaum has been a member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1960. Since 1968, he has been a general partner of Interstate Properties (an owner of shopping centers and investor in securities and partnerships, "Interstate"). Mr. Mandelbaum is also a director of Alexander's.Steven RothMr. Roth has been the Chairman of our Board of Trustees since May 1989 and Chairman of the Executive Committee of the Board since April 1980. From May 1989 until May 2009, Mr. Roth served as our Chief Executive Officer. Since April 15, 2013, Mr. Roth ishas again been serving in that position. Since 1968, he has been a general partner of Interstate Properties (an owner of shopping centers and investor in securities and partnerships, “Interstate”) and he currently serves as its Managing General Partner. He is the Chairman of the Board and Chief Executive Officer of Alexander's.our affiliate, Alexander’s, Inc. (a New York Stock Exchange-listed real estate investment trust 32.4% of which is owned by the Company). Since January 2015, Mr. Roth has been a member of the Board of Trustees of Urban Edge Properties (a New York Stock Exchange-listed real estate investment trust and former subsidiarythe spin-off of the Company)Company’s former shopping center business, “Urban Edge”). Since July 18, 2017, Mr. Roth washas been the Chairman of the Board of Trustees of JBG SMITH Properties (a New York Stock Exchange-listed real estate investment trust and the spun-off successor to our former Washington D.C. business, “JBG SMITH”). Each of these other Boards upon which Mr. Roth serves is either a current affiliate of the Company or a company spun-off from Vornado. Our board believes the presence of Mr. Roth on each of these Boards is beneficial to the Company and/or the broadly overlapping shareholder base of the Company, Urban Edge, and JBG SMITH.Candace K. BeineckeMs. Beinecke has served as Senior Partner or Chair of Hughes Hubbard & Reed LLP, a New York law firm, since 1999 and is a practicing partner in Hughes Hubbard’s Corporate Department. Ms. Beinecke serves as Chair of the Board of Arnhold & S. Bleichroeder Advisors LLC’s First Eagle Funds, Inc. (a U.S. public mutual fund family). Since September 2018, Ms. Beinecke has also served as a member of the Board of Directors of ViacomCBS (a New York Stock Exchange-listed U.S. media company) or its predecessor company, CBS Corporation.Michael D. FascitelliMr. Fascitelli has served as a member of our Board of Trustees since December 1996. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC (a private investment firm). Since November 2017, Mr. Fascitelli has served as Co-Founder and Managing Partner of Imperial Companies (a private real estate company). Since December 2014, Mr. Fascitelli has served as Chair of the Investment Committee, Senior Advisor and Board Member of Quadro Partners Inc. (a private online real estate investment platform). Previously, Mr. Fascitelli served as our President from December 1996, and as our Chief Executive Officer from May 2009, until his resignation from both positions effective April 15, 2013. Since January 16, 2014, Mr. Fascitelli has served on the Board of Trustees of Invitation Homes Inc. (a New York Stock Exchange-listed residential real estate investment trust) or its predecessors. From 2015 to 2017, Mr. Fascitelli also served as a member of the Board of Commissioners of the Port Authority of New York and New Jersey. Since June 2018, Mr. Fascitelli has also served as a director of J. C. PenneySculptor Capital Management (formerly Och Ziff Capital Management Group LLC) (a New York Stock Exchange-listed, global, institutional, alternative asset manager).Beatrice Hamza BasseyMs. Hamza Bassey has served as the Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd. (an African-focused banking group) since February 2015. In her capacity as such, she has served as a member of the boards of directors of a number of Atlas Mara Ltd.’s subsidiary or affiliated banks operating in Africa. From September 1998 until February 2015, Ms. Hamza Bassey was an attorney with Hughes Hubbard & Reed LLP where she served as a partner, a member of the firm’s Executive Committee and Chair of the Africa Practice. Ms. Hamza Bassey has served on the board of directors of International Game Technology PLC (a New York Stock Exchange-listed, a global gaming company) since March 2020.William W. Helman IVMr. Helman is a general partner at Greylock Partners, a venture capital firm. He joined Greylock in 1984 and served as its managing partner from 1999 to 2013. Mr. Helman has been a member of the Board of Directors of the Ford Motor Company Inc. (a retailer) frompublic company) since 2011 and serves on its finance committee, its nominating and governance committee and as chair of its sustainability and innovation committee. VORNADO REALTY TRUST 7 2020 PROXY STATEMENT David M. MandelbaumMr. Mandelbaum has been a member of the law firm of Mandelbaum & Mandelbaum, P.C. since 1960. Since 1968, he has been a general partner of Interstate. Mr. Mandelbaum is also a director of Alexander’s.Mandakini PuriMs. Puri has been an independent consultant since May 2013. From May 2011 until September 2013.Daniel R. TischMr. Tisch has been the Managing Member of TowerView LLC (a private investment partnership) since 2001. Mr. Tisch also serves as a member of the Board of Directors of Tejon Ranch Company (a New York Stock Exchange-listed real estate development and agribusiness company). Mr. Tisch is also a Board member and member of the Finance, Audit and Investment Committees of New York University.Richard R. WestDr. West is Dean Emeritus of the Leonard N. Stern School of Business at New York University. He was a professor there from September 1984 until September 1995 and Dean from September 1984 until August 1993. Prior thereto, Dr. West was Dean of the Amos Tuck School of Business Administration at Dartmouth College. Dr. West is also a director of Alexander's.Alexander’s.
Russell B. Wight, Jr. 6VORNADO REALTY TRUST2016 PROXY STATEMENT Mr. Wight has been a general partner of Interstate since 1968. Mr. Wight is also a director of Alexander's.RELATIONSHIPS AMONG OUR TRUSTEESRelationships Among our TrusteesWe 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, Wight and Mandelbaum each are general partners of Interstate. Since 1992, Vornado has managed all the operations of Interstate for a fee as described in "Certain“Certain Relationships and Related Transactions—Transactions Involving Interstate Properties."Messrs. Roth, Wight and Mandelbaum and Dr. WestMs. Puri are also directors of Alexander's.Alexander’s. As of the record date, the Company, together with Interstate and its general partners, beneficially owns approximately 59% of the outstanding common stock of Alexander's.For more information concerning Interstate, Alexander'sAlexander’s and other relationships involving our Trustees, see "Certain“Certain Relationships and Related Transactions." 8 VORNADO REALTY TRUST 2020 Proxy Statement CORPORATE GOVERNANCE OUR MISSION
AND CULTURE Our mission is to execute on the objectives and strategy that we set out in our Annual Report on Form 10-K.Our goal, culture and intent are to do so in a manner that:•adds value to the communities in which we operate;•provides a rewarding, engaging and motivating environment for our employees; and•accomplishes our mission the highest ethical standards and in a sustainable manner. Governance Highlights Regular Shareholder Engagement •We, at least annually, meet in person, or over the telephone, with shareholders holding over 50% of our Shares.•Ms. Candace Beinecke, our Lead Independent Trustee, has participated in many of these meetings or calls. Strong, Independent, Diverse and Engaged Board •In the past four years, we have added three new Trustees in replacement of three previous members of the Board. We are committed to a continuous process of Board refreshment. Currently, 30% of our Board members are persons who have joined the Board within the last four years.•We recently appointed Ms. Mandakini Puri to be Chair of our Audit Committee. Dr. Richard West, after many years as the Chair of our Audit Committee has stepped down from that role, but we have asked him to stay on the Audit Committee to provide for a smooth transition.•90% of our Board is independent, with the only non-independent member being the current Chief Executive Officer.•30% percent of our Board members are female and 20% are ethnically diverse.•Our Board members are invested in our Company—they are required (within five years of election) to hold Company equity having a value of at least 5x their annual cash retainer. In fact, each of four of our Board members owns more than 1% of our Shares.•We have a Lead Independent Trustee with significant authority and responsibility.•Our Board is actively engaged in strategic, risk and management oversight and has robust strategic discussions at every regularly scheduled Board meeting.•Our Board and Board Committees undertake a robust self-evaluation at least annually led by our Lead Independent Trustee. VORNADO REALTY TRUST 9 2020 Proxy Statement •Our Board actively monitors, oversees and participates in management succession planning. In 2019, the Board oversaw the promotion and hire of a new generation of leadership across all aspects of the Company’s operations with the creation, and filling, of the roles of President, Co-Heads of Real Estate and Head of Retail.•The diverse skills and experiences of our Board members, enhanced by the fresh perspectives brought by our newer Trustees, and the industry and company-specific expertise of our longer-tenured Trustees, support in the oversight of Company business and strategy.•Our Board directly, and through the Corporate Governance and Nominating Committee as set out in its Charter, actively monitors our sustainability initiatives and compliance with our ethical and social policies. Strong Shareholder Rights •We have a single class of Trustees, elected annually.•We have adopted proxy access with a 3/3/20/20 market standard.•Our shareholders may amend our Bylaws.•We require a Trustee to tender his or her offer of resignation if he or she does not receive majority support.•We recently 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.•We have anti-hedging and anti-pledging policies.•We do not have a poison pill.•Our Declaration of Trust may be amended by approval of the Board of Trustees and a majority vote of our outstanding Shares other than with respect to limited provisions intended to protect our real estate investment trust tax status and the removal of Trustees. Shareholder Engagement and Governance ChangesOver 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 last six years, we met with or spoke to holders of more than 50% of our Shares. Based on that outreach, we believe the combination of actions we have taken present an overall governance structure responsive to our shareholders’ views. The changes implemented include:•We have added three new independent Trustees, Ms. Hamza Bassey, Mr. Helman and Ms. Puri.•We have increased the diversity of our Board so that now 30% of our Board members are female and 20% are ethnically diverse.•We have appointed a new Chair for our Audit Committee.•We oversaw the promotion and hire of a new generation of management leadership.•We amended our organizational documents to provide shareholders with the power to amend our Bylaws.•We declassified our Board so that we now have a single class of Trustees elected annually.•We adopted proxy access with a 3/3/20/20 market standard.•We adopted anti-hedging and anti-pledging policies.•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. 10 VORNADO REALTY TRUST 2020 Proxy Statement •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.•We made specific changes to our compensation program in response to shareholder input such as restoring our previously approved Outperformance Plan.•We provided greater disclosure concerning our sustainability efforts with a report reviewed by independent auditors.•We provided greater disclosure concerning our employee training and inclusion programs.•We refreshed and renewed our anti-harassment policy.•We amended our Corporate Governance and Nominating Committee Charter to formalize and strengthen the oversight by that Committee of environmental, social and governance matters.•We added disclosure to our table of Board members to indicate which members beneficially own in excess of 1% of our Shares.•We provided increased and tabular disclosure regarding our Trustee selection process and our current and desired Trustees skill sets.NYSE-ListedThe 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'sNYSE’s Corporate Governance Standards.Our Corporate Governance FrameworkVornado 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 of Trustees has adopted the following documents, which are available on our website (www.vno.comwww.vno.com/governance/overview):•nAudit Committee Charter•nCompensation Committee Charter•nCorporate Governance and Nominating Committee Charter•nCorporate Governance Guidelines (attached as Annex A)•nCode of Business Conduct and EthicsWe will post any future changes to these documents to our website and may not otherwise publicly file such changes. Our regular filings with the SEC and our Trustees'Trustees’ and executive officers'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.Board IndependenceThe Board has determined that Ms. Beinecke and Messrs. Kogod, Lynne, Mandelbaum, Tisch and Wight and Dr. West are independent under the Corporate Governance Standards of the NYSE, with the result that seven of our nine Trustees are independent. The Board reached this conclusion after considering all applicable 2016 PROXY STATEMENT VORNADO REALTY TRUST 7 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 Corporate Governance Standards as well as the categorical standards adopted by the Board as contained in our Corporate Governance Guidelines.Shareholder Engagement and Governance ChangesOur Company has a long history of engaging with shareholders. During the past two years we have adopted or are proposing a number of significant governance changes following outreach to our shareholders for their views. During the last year, we met with or spoke to holders of more than 50% of our shares, and based on that outreach, we believe the combination of actions we have taken present an overall governance structure that they consider responsive to their views, including on the election standard for trustees and whether to provide for an independent chair. The changes implemented include:Changes made for 2016nAmending our Corporate Governance Guidelines to provide that, in an uncontested election, if a nominee for Trustee does not receive majority support for election to the Board (more "for" votes than "withhold" votes), that Trustee must offer to resign from the Board. The Board would then determine whether to accept or reject the resignation and disclose its rationale for its decision.nRecommending that our shareholders approve an amendment to our Declaration of Trust that would provide for the phased-in annual election of our Board of Trustees, with the Board fully declassified in 2019.nAppointing Ms. Candace K. Beinecke as our new Lead Trustee in March 2016.nAmending our Corporate Governance Guidelines to provide for increased clarity and emphasis on diversity as a criteria for the selection of new Trustees.nThe Board is actively seeking one new independent Trustee to be appointed before the end of the year.Changes made in 2015nIncreasing the power and authority of our Lead Trustee to reflect best practices.nIncreasing Trustee equity ownership requirements to five times (from four times) their annual retainer.nDesignating an additional member of the Audit Committee to be an "audit committee financial expert."nAdopting an anti-hedging policy.nAdopting a claw-back policy.We have also significantly enhanced the corporate governance disclosures in our proxy statement in the last two years. 8VORNADO REALTY TRUST2016 PROXY STATEMENT 11 2020 Proxy Statement Corporate Governance at a GlanceBoard IndependencenSeven out•Nine of nine10 of our Trustees are independent.•nOur only non-independent Trustees areTrustee is our current and former CEOsCEO, who havehas extensive and valuable experience with our Company.•nOur Board members generally have significant personal investments in our Company and engage in robust and open debates concerning all significant matters affecting our Company.Board Compositionn•Currently the Board has fixed the number of Trustees at nine.10.•nThe Board at least annually assesses its performance through Board and committee self-evaluation as well as an evaluation of each specificindividual member.•nOur Trustees are highly experienced in their fields of endeavor and apply valuable and diverse skill sets to meetaddress our business and strategic needs.•nThe 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.Board CommitteesnWe have•Our Board has four committees—Audit, Compensation, Corporate Governance and Nominating, and Executive.•nWith the exception of the Executive Committee (our Chairman and CEO serves on this Committee), all other Committees are composed entirely of independent Trustees.Leadership Structuren•Our Chairman is the CEO of our Company. He interacts closely with our independent Lead Trustee, who has powers and duties that reflect corporate governance best practices.•nThe independent Board members electconsider our Lead Trustee annually. Our Board appointedre-appointed Ms. Candace K. Beinecke as new Lead Trustee in March 2016.on February 12, 2020. Among other duties, our Lead 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.•nThe Board will consider whether an independent chairperson is appropriate at the time of the next CEO transition.Risk Oversightn•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 where the Board actively questions and considers these topics. 2016 PROXY STATEMENTVORNADO REALTY TRUST 9 n•We encourage open communication and strong working relationships among the Lead Trustee, the Chairs of our Board committees, our Chairman and our other Trustees.•nOur Trustees have access to, and regularly meet with, senior management and other employees.•nWe actively seek input from our shareholders through our shareholder engagement programs; shareholders canmay also contact our Board, Lead Trustee or management through our website or by regular mail.•nWe host quarterly earnings conference calls to which all shareholders have access. 12 VORNADO REALTY TRUST 2020 Proxy Statement Trustee Stock Ownershipn•Our Trustees are required to own Shares(or acquire within a specified time-frame) Company equity having a value equal to at least five times their annual cash retainer.Management Succession Planningn•Our Corporate Governance and Nominating Committee actively monitors our succession planning.•nOur 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.•In 2019, the Board oversaw the promotion and hire of a new generation of leadership by creating, and filling, of the roles of President, Co-Heads of Real Estate and Head of Retail.•nThe Board also 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.•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—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 each 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.Sustainability and Corporate ResponsibilitynThe•Our Corporate Governance and Nominating Committee as well as our full Board monitorsactively monitor our programs and initiatives on sustainability, environmental matters, climate change and social responsibility.•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.Board IndependenceThe Board has determined that Mses. Beinecke, Hamza Bassey and Puri and Messrs. Fascitelli, Helman, Mandelbaum, Tisch and Wight and Dr. West are independent Trustees under the Corporate Governance Standards of the NYSE, with the result that nine 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 TransactionsOur Code of Business Conduct and Ethics include 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. VORNADO REALTY TRUST 13 2020 Proxy Statement Board ParticipationOur 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 prominent importance 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 BoardTrustee Recruitment Process![[MISSING IMAGE: tm201978d2_fc-developpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_fc-developpms.jpg)
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 Board considershas not established any minimum qualifications that must be met by Trustee candidates or any set of specific qualities or skills that it believes our Trustees must possess. 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 Characteristicsn•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 be accountable for his or her decisions.•n•nCompany'sCompany’s performance.•nothers'others’ opinions and the willingness to listen. •10VORNADO REALTY TRUST2016 PROXY STATEMENT nCore competenciesn•Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to the industry in which our Company operates. 14 VORNADO REALTY TRUST 2020 Proxy Statement •n•n•
Management:nManagement: Experience in corporate management. Understand management trends in general and in the areas in which we conduct our business.•n•
Industry:nIndustry: 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.•n•
Leadership:nLeadership: Understand and possess leadership skills and have a history of motivating high-performing, talented managers.•n•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.Commitment to our Companyn•Time and Effort: Able and willing to commit the time and energy necessary to satisfy the requirements of Board and Board committee membership.membership and service. Expected to attend and participate in all Board meetings and meetings of Board committee meetingscommittees for which they are a member.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.•nTrustee'sTrustee’s roles and responsibilities (including the general legal principles that guide Board members).•n•nCompany'sCompany’s equity ownership requirements.Team and Company considerationsn•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.•
Diversity:nDiversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, age, background, geographic origin, and professional experience (public, private, and non-profit sectors). and other factors.Nomination of a candidate should not be based solely on these listed factors.* * * * * * * * * * * * * * * *
**************** 2016 PROXY STATEMENTVORNADO REALTY TRUST11 The following chart summarizes the competencies currently represented on our Board; the details of each Trustee'sof our Trustee’s competencies are included in each Trustee'sTrustee’s profile. VORNADO REALTY TRUST 15 2020 Proxy Statement Competency/Attribute Roth Competency/AttributeRothBeineckeKogod Beinecke Fascitelli LynneMandelbaum Hamza Bassey Helman Mandelbaum Puri Tisch West Wight Operational x x x x x x Operating x xxxxxxxPublic company experiencexxxxxxxxxIndustry expertisexxxxxxFinancial literacyxxxxxxxxxExperience over several business cyclesxxxxxxxxxCapital markets expertisexxxxxxxxInvestment expertisexxxxxxxxxRisk/crisis managementxxxxxxxxxAccounting expertisexxxxGovernment/business conduct/legalxxxxxxxx Public company experience x x x x x x x x x x Industry expertise x x x x x Financial literacy x x x x x x x x x x Experience over several business cycles x x x x x x x x x x Capital markets expertise x x x x x x x x x x Investment management x x x x x x x x x x Risk/crisis management x x x x x x x x x x Accounting expertise x x x x Government/business conduct/legal x x x x x x x x Environmental, social and governance x x x x x Lead TrusteeOn March 16, 2016, our independent Trustees elected Ms. Beinecke to serve as Lead Trustee for a one-year term. The responsibilities and duties of the Lead Trustee are described in our Corporate Governance Guidelines. They include the following authorities and responsibilities:npresiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Trustees;nserving as liaison between the Chairman and the independent Trustees;nconsulting with the Chairman regarding, and approving:nthe schedule of Board meetings;nBoard meeting agenda items;nmaterials sent in advance of Board meetings; andncalling meetings of the independent Trustees when necessary and appropriate.In addition, if requested by major shareholders, the Lead Trustee will ensure that he or she is available for consultation and direct communication.Board Leadership StructureOur 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. Our commitment to independent oversight is demonstrated by the fact that allAll of our Trustees are independent, except our current and former Chief Executive Officers.Officer. In addition, all of the members of our Board'sBoard’s committees, except the Executive Committee, are independent.Our Board of Trustees 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 independent Lead Trustee andposition, is currently the positions of Chairman and Chief Executive Officer are held by the same person, Mr. Roth. Our Board believes that this leadershipbest structure is best for Vornado and its shareholders at this time. Stevenshareholders. In its review of our leadership structure, the Board considered the following:•Our current structure promotes clear lines of responsibility and accountability, while maintaining the Board’s independence from management.•Mr. Roth, is our Chairman and CEO. In his dual role, Mr. Roth uses the in-depth focus and perspective gainedCEO, is a well-seasoned leader with over 35 years of experience in building and runningleading our Company. He has effectively guided the Company for over 35 years through manyvarious real estate cycles and over a long period of increase in shareholder value. 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 effectively and efficiently guide our Board. Heserve as Chairman.•Mr. Roth fulfills his responsibilities in chairing a veryan independent board through close interaction with our Lead Trustee, Candace K. Beinecke, whoMs. Beinecke.•The power and authority of our Lead Trustee role was recentlyincreased in 2015 and 2017 and the Lead 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 Trustee Role.”•The views expressed by shareholders through direct outreach and engagement.•Our governance culture fosters open communication among the Lead 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.Lead Independent Trustee RoleA Lead Trustee is elected to serve in that capacityannually by the independent Trustees. We refer to this role as the Lead Trustee or the Lead Independent Trustee. Ms. Beinecke was first elected by our independent Trustees of our Board.to serve as Lead Trustee 16 12 VORNADO REALTY TRUST 2016 PROXY STATEMENT 2020 Proxy Statement In reachingfor a one-year term on March 16, 2016, and was most recently re-elected on February 12, 2020. When making the conclusion thatselection, the roles of Chairmanindependent Trustees considered the attributes desired in a Lead Trustee, including being an effective communicator, having the ability to provide leadership and CEO should be held by one person, the Board considered views expressed by our shareholdersencourage open dialogue, and other constituents, as expressed in shareholder votes and in direct outreach with shareholders and other constituents,having a relevant background and the particular circumstances affectingability to devote sufficient time and attention to the Company. The Board concluded that Mr. Roth, as a well-seasoned leader with a track record of leading the Company over a long period of growth in shareholder value, is the best person to continue to lead the Board. The Board also considered the actual Board relationships and determined that there is actual and effective independent oversight of management with Ms. Beinecke serving as independentposition.Our Lead Trustee providing significant independent oversightposition has clearly defined duties and responsibilities, which are set forth in our Governance Guidelines. They include the following authorities and responsibilities:•preside at all meetings of the Board being overwhelmingly comprisedat which the Chairman is not present;•serve as liaison between the Chairman and the independent Trustees;•approve, in consultation with the Chairman:◦the schedule of membersBoard meetings,◦Board meeting agenda items,◦materials sent in advance of Board meetings, including the quality, quantity, appropriateness and timeliness of such information;•ability to call meetings of the independent Trustees as necessary and appropriate;•participate in annual self-evaluations of the Board and its committees;•contribute to ongoing management succession and development planning;•participate in shareholder outreach, and be available for consultation and direct communication if requested by major shareholders; and•communicate shareholder feedback to the full Board.As Lead 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 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 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 serving as an actualfacilitated robust discussions regarding long-term strategy and effective independent voice.The strong working relationships among the Lead 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. 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 RefreshmentOver the last four years, we have added three new independent Trustees, Ms. Hamza Bassey, Mr. Helman and Ms. Puri. We are committed to ongoing Board refreshment and will continue to actively pursue qualified, diverse candidates for election to our Board. Currently, 30% of our Board members are persons who have joined the Board within the last four years.Committees of the Board of TrusteesThe Board has an Executive Committee, an Audit Committee, a Compensation Committee, and 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 seven13 meetings during 2015.2019. Each Trusteeof 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 2015.In addition to full meetings of the Board, our non-management Trustees met fiveseven times in sessions without members of management present. Until March 16, 2016, Mr. Wight,Ms. Beinecke, as Lead Trustee, acted as presiding member during these VORNADO REALTY TRUST 17 2020 Proxy Statement non-management sessions. Since March 16, 2016, Ms. Beinecke acts as Lead Trustee. We do not have a formal policy with regard to Trustees'Trustees’ attendance at the Annual Meetings of Shareholders. All of our Trustees serving at the time of our 20152019 Annual Meeting of Shareholders were present at the meeting.Executive CommitteeThe 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 2015.The Audit Committee held foureight meetings during 2015. The2019. During 2019, the members of the Audit Committee arewere Dr. West, as Chairman, Mr. KogodChair, Ms. Puri and Mr. Tisch.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.comwww.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. In addition, at all times, at least one member of the Audit Committee has met the NYSE standards for financial management expertise.The Board has determined that each of Dr. West, Ms. Puri and Mr. Tisch is an "audit“audit committee financial expert,"” as defined by SEC Regulation S-K and(and thus has at least twothree such experts serving on its Audit Committee.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 Dr. West, Ms. Puri and Mr. Tisch, including as described above under "Biographies“Biographies of our Trustees."” 2016 PROXY STATEMENTVORNADO REALTY TRUST13 Committee'sCommittee’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'sfirm’s qualifications and independence and (d) the performance of the independent registered public accounting firm and the Company'sCompany’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 ReportReports 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.comwww.vno.com/governance/confidential-board-contact).Compensation CommitteeThe 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'sCompany’s omnibus share plans. The committee, which held fivefour meetings during 2015, consists2019, consisted of the following members: Mr. Lynne,Tisch, as Chairman,Chair, Mr. Helman and Dr. West. Mr. Helman was appointed to the Compensation Committee upon his joining the Board on April, 3, 2019. Mr. Helman was appointed to the Compensation Committee to serve the vacancy left by the passing in 2019 of Mr. Michael Lynne. Each of Mr. Helman, Mr. Tisch and Dr. West and Mr. Tisch. All members of the Compensation Committeehad or have been determined by the Board to be independent. The Board has adopted a written Compensation Committee Charter which is available on our website (www.vno.comwww.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 are 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'sCompany’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'sCommittee’s Chairman reports the committee'scommittee’s determination of executive compensation to the Board. The Compensation Committee has authority under its charter to elect, retain and approve fees for, and to 18 VORNADO REALTY TRUST 2020 Proxy Statement 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'sCommittee’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"“Non-Employee Directors” for the purposes of SEC Rule 16b-3; and (ii) "outside directors"“outside directors” for the purposes of Section 162(m) of the Internal Revenue Code.Code of 1986, as amended. Currently, all members of the Compensation Committee meet these criteria.See "Compensation“Compensation Discussion and Analysis"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“Compensation Discussion and Analysis"Analysis” a discussion of the role of compensation consultants in determining or recommending the amount or form of executive or Trustee compensation. 14VORNADO REALTY TRUST2016 PROXY STATEMENT The Corporate Governance and Nominating Committee, which met five timesonce during 2015,2019, currently consists of Ms. Beinecke, as Chair, and Mr. Helman and Ms. Puri as the two other members. Prior to April 3, 2019, the Committee consisted of Ms. Beinecke, as Chair, and Messrs. Mandelbaum and Wight. In addition, during 2015,Wight who rotated off the Committee. During 2019, members of the Corporate Governance and Nominating Committee led several discussions of governance matters with the full board.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 and Messrs. MandelbaumMr. Helman, and Wight hasMs. 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.comwww.vno.com/governance/committee-charters). The committee'scommittee’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'sCompany’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'sBoard’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 Alan J. Rice, 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 2020 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 would serve on boards of three 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 the two other companies (JBG SMITH and Urban Edge) resulted from spinning business units out of our company and have a broadly overlapping shareholder base. 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 such other Board service may in fact benefit our company. In particular, the Committee considered that:•Alexander’s is managed by the Company and Mr. Roth’s service on the Alexander’s Board is important to the performance of his duties to Vornado; andTHE BOARD'S ROLE IN RISK OVERSIGHT•Prior to the spinoffs, Mr. Roth served as the CEO of the businesses comprising Urban Edge and substantially comprising JBG Smith, both of which were fully integrated in Vornado. The spinoffs represented a significant VORNADO REALTY TRUST 19 2020 Proxy Statement reduction in Mr. Roth’s time devoted to these businesses. In the Committee’s view, Mr. Roth’s current service on the Boards of Urban Edge and JBG Smith provides industry knowledge that benefits Vornado and the Vornado shareholders who continue to own these companies.The Committee will continue to assess the benefits of Mr. Roth’s service on these Boards.Executive CommitteeThe 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 2019.The Board’s Role in Risk OversightWhile day-to-day risk management is primarily the responsibility of the Company'sCompany’s senior management team, the Board of Trustees is responsible for the overall supervision of the Company'sCompany’s risk management activities. The Board'sBoard’s oversight of the material risks faced by our Company occurs at both the full Board level and at the committee level. The Board'sBoard’s role in the Company'sCompany’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, environmental and reputationalclimate 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"“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“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 risk assessmentwhich our management assesses and manages the Company’s exposure to risk management 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'sBoard’s review of risks applicable to the Company generally, the Board conducts an annualregular strategic and personnel review.* * * * *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). 20 2016 PROXY STATEMENT VORNADO REALTY TRUST 15 CORPORATE SOCIAL RESPONSIBILITYWe 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 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•We maintain a strong Code of Business Conduct and Ethics that applies to all our Trustees and employees.•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.•We have recently 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.•We have anti-hedging and anti-pledging policies.•Our policies and manuals prohibit bribes, money laundering and other corruption.•We strictly restrict conflicts of interest.•We strictly restrict political contributions on behalf of the Company and these are subject to the oversight of our Corporate Governance and Nominating Committee.•We have a policy restricting the receipt of gifts.•We have established and circulated straight-forward procedures for reporting any policy violations or other wrongdoing.•We comply with the strictest rules regarding employing child labor, respecting human rights and not purchasing conflict minerals.•We require our vendors and their subcontractors to comply with our applicable policies.•We require our employees to be trained in, and to regularly review and acknowledge, our policies.•We have established reporting procedures, guidelines and hotlines to facilitate the reporting of violations of our policies.•We actively monitor and audit internal compliance with our policies with the oversight of the Corporate Governance and Nominating Committee and, ultimately, the full Board.Employee Inclusion•We seek to maintain a working environment that is open, diverse and inclusive, and where our people feel valued, included and accountable.•We have a human capital management program where we provide extensive opportunities and programs for training to promote career and personal development for employees and to encourage innovation and engagement.Leader in Sustainability Practices•We have received the Energy Star Partner of the Year Award with Sustained Excellence four times, most recently in 2019.•In every year since 2013, we have received the Global Real Estate Sustainability Benchmark Green Star Ranking, we were recognized as a sector leader in 2018, and we scored in the top 6% of over 950 responding companies in 2019. VORNADO REALTY TRUST 21 •We have received the Nareit Leader in the Light Award for every year since 2010.•We are one of the largest owners of LEED-certified properties in the United States.SustainabilityWe believe that our Company has been a leader in promoting sustainability practices. We regularly report to the Board on our sustainability programs and our Board plays 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:•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.•Maintaining healthy indoor environments for our tenants and employees, and incorporating health and wellness into our design principles and operating standards.•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 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 our impact on climate change mitigation through membership in business associations in our markets and support for climate change policy and regulation.•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.•Establishing partnerships with our tenants and communities.•Setting goals around our sustainability policies, and reporting on our progress and achievements in our annual sustainability report available on our website at www.vno.com/sustainability/overview.Social EngagementOur 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.Furthermore, a good relationship with the communities in which we operate is essential. We foster and encourage community engagement and volunteerism for all employees. 22 VORNADO REALTY TRUST PRINCIPAL SECURITY HOLDERSThe following table lists the number of Shares and Units beneficially owned, as of March 21, 2016,16, 2020, 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"“Operating Partnership”), (ii) Trustees of the Company, (iii) the executive officers of the Company defined as "Named“Named Executive Officers"Officers” in "Executive Compensation"“Executive Compensation” below, and (iv) the Trustees and all current executive officers of the Company as a group. Unless otherwise specified, "Units"“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'sCompany’s ownership of Units is not reflected in the table but is described in footnotes (1) and (2). Name of Beneficial Owner Address of
Beneficial Owner Number of
Shares and Units
Beneficially
Owned(1)(2) Percent of
All Shares(1)(2)(3) Percent of All
Shares and
Units(1)(2)(4) Named Executive Officers and Trustees Steven Roth(5)(6)(7)(8) (9) 9,527,087 4.96% 4.65% David Mandelbaum(5)(8)(10) (9) 8,964,613 4.69% 4.38% Russell B. Wight, Jr.(5)(8)(11) (9) 5,963,370 3.12% 2.92% Michael D. Fascitelli(7)(8)(12) (9) 2,231,790 1.17% 1.09% Michael J. Franco(7)(8) (9) 305,822 * * Joseph Macnow(7)(8)(13) (9) 198,775 * * Glen J. Weiss(7)(8) (9) 71,104 * * Daniel R. Tisch(8)(14) (9) 66,941 * * Richard R. West(8)(15) (9) 40,724 * * Candace K. Beinecke(8) (9) 21,769 * * William W. Helman IV(8) (9) 5,000 * * Mandakini Puri(8) (9) 2,628 * * Haim H. Chera(8) (9) — * * Beatrice Hamza Bassey(8) (9) — * * All Trustees and current executive
officers as a group (17
persons)(7)(8) (9) 16,972,394 8.78% 8.28% Other Beneficial Owners The Vanguard Group, Inc.(16) 100 Vanguard Blvd
Malvern, PA
19355 28,077,247 14.69% 13.73% Norges Bank
(The Central Bank of Norway)(17) Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway 18,082,373 9.46% 8.84% BlackRock, Inc.(18) 55 East 52nd Street
New York, NY
10055 15,655,193 8.19% 7.65% State Street Corporation(19) One Lincoln Street
Boston, MA
02111 11,161,993 5.84% 5.46% JPMorgan Chase & Co.(20) 270 Park Avenue
New York, NY
10017 9,786,038 5.12% 4.78% *Name of Beneficial Owner Address of
Beneficial
Owner Number of
Shares and Units
Beneficially
Owned(1)(2) Percent
of All
Shares(1)(2)(3) Percent of All
Shares and
Units(1)(2)(4) (9) 9,620,560 5.07% 4.76% (9) 8,958,209 4.75% 4.45% (9) 5,966,966 3.16% 2.97% (9) 2,727,564 1.44% 1.35% (9) 2,059,673 1.09% 1.02% (9) 700,245 * * (9) 259,675 * * (9) 159,084 * * (9) 33,800 * * (9) 10,899 * * (9) 10,537 * * (9) 10,244 * * (9) 5,472 * * (9) 19,786,655 10.26% 9.72% 100 Vanguard Blvd
Malvern, PA 19355 22,754,678 12.05% 11.31% 100 Vanguard Blvd
Malvern, PA 19355 12,215,107 6.47% 6.07% 280 Park Avenue
New York, NY 10017 17,936,385 9.50% 8.92% 40 East 52nd Street
New York, NY 10022 15,755,517 8.35% 7.83% One Lincoln Street
Boston, MA 02111 10,018,962 5.31% 4.98% * 16 VORNADO REALTY TRUST 2016 PROXY STATEMENT 23 (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 188,770,163191,103,928 Shares and 12,414,59013,426,822 Units (other than Units held by the Company) outstanding as of March 21, 2016.16, 2020.(2)(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 94%93% of the Units of, the Operating Partnership as of March 21, 201616, 2020 (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“Unit Redemption Right"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.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)(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 (pursuant to the exercise of options or 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.(4)(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 (pursuant to the exercise of options or 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.(5)(5)Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum 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, Wight and Mandelbaum share voting power and investment power with respect to these Shares.(6)(6)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'sRoth’s spouse, as to which Mr. Roth disclaims any beneficial interest.(7)(7)The number of Shares beneficially owned by the following persons includes the number of Shares indicated due to the vesting of options: Steven Roth—720,846;193,451; Michael D. Fascitelli—720,846; David R. Greenbaum—202,841; Joseph Macnow—161,837;193,451; Michael J. Franco—65,750;83,309; Joseph Macnow—32,238; Glen Weiss—8,888; and all Trustees and executive officers as a group—2,024,323.549,199.(8)(8)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—47,535;49,797; David Mandelbaum—5,823;12,227; Russell B. Wight, Jr.—5,823;12,227; Michael D. Fascitelli—39,050; Robert P. Kogod—5,823; David R. Greenbaum—20,807; Joseph Macnow—15,778;7,889; Michael J. Franco—41,515;24,246; Joseph Macnow—20,916; Glen J. Weiss—1,489; Daniel R. Tisch—11,941; Richard R. West—5,215; Michael Lynne—8,627; Daniel R. Tisch—5,537;11,619; Candace K. Beinecke—8,364; Stephen14,768; William W. Theriot—1,767;Helman IV—0; Mandakini Puri—2,628; Haim H. Chera—0; Beatrice Hamza Bassey—0; and all Trustees and executive officers as a group—230,460.201,924. 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—113,895;252,865; David Mandelbaum—2,413;3,956; Russell B. Wight, Jr.—2,413;3,956; Michael D. Fascitelli—27,630; Robert P. Kogod—2,413; David R, Greenbaum—62,773; Joseph Macnow—44,465;3,956; Michael J. Franco—65,471;231,068; Joseph Macnow—105,241; Glen J. Weiss—116,549; Daniel R. Tisch—3,956; Richard R. West—2,413; Michael Lynne—2,413; Daniel R. Tisch—2,413;3,956; Candace K. Beinecke—2,413; Stephen 2016 PROXY STATEMENTVORNADO REALTY TRUST17 Theriot—12,592;3,956; William W. Helman IV—6,341; Mandakini Puri—6,645; Haim H. Chera—375,607; Beatrice Hamza Bassey—0; and all Trustees and executive officers as a group—392,343. The number of Shares or Units beneficially owned by the following persons also includes the number of earned and vested Outperformance Plan Units ("OPP Units") as indicated: Steven Roth—67,094; David R. Greenbaum—14,073; Joseph Macnow—12,198; Michael J. Franco—12,198; Stephen Theriot—0 and all Trustees and executive officers as a group—117,761.1,429,589. 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 UnitsUnits”) as indicated: Steven Roth—478,433; David R. Greenbaum—147,465; Joseph Macnow—102,480;238,257; Michael J. Franco—139,002; Stephen Theriot—26,96374,455; Joseph Macnow—52,119; Glen J. Weiss—8,434; and all Trustees and executive officers as a group—985,337.(9)The address of each of such person(s) is c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.(10)(10)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'sMandelbaum’s grandchildren.(11)(11)Includes 41,90731,907 Shares owned by the Wight Foundation, over which Mr. Wight holds sole voting power and sole investment power. Does not include 18,57520,575 Shares owned by the spouse and children of Mr. Wight as to which Mr. Wight disclaims any beneficial interest.(12)(12)The number of Shares beneficially owned by Mr. Fascitelli includes 672,334 Shares held in a grantor annuity trust, 67,537 Shares held by a limited partnership and 105,191 Shares held in a limited liability company and does not include 3,150 Shares owned by his children as to which Mr. Fascitelli disclaims any beneficial interest.(13)Excludes 3,128 Shares held by Mr. Macnow’s spouse.(14)(13)Includes 1,099,796 Units50,000 of these Shares are held through corporations (individually or jointly with spouse). Excludes 188,972 Shares/Units held by spouse asa foundation. Mr. Tisch maintains the right to which Mr. Kogodcontrol the vote and disposition of these Shares, but disclaims any beneficial interest.pecuniary interest therein.(15)(14)Includes 49,817 Units held by a limited liability company and 65,097 Shares held in grantor trusts and 19,781 Shares held in a family trust. Excludes 53,960 Shares and 3,040 Units held by his children and 12,948 Units held by his spouse as to which Mr. Greenbaum disclaims any beneficial interest.(15)Dr. West and his wife own 3,231 of these Shares jointly. Also included are 1,5931,953 Shares that may be acquired upon conversion of 1,000 Series A preferred shares of beneficial interest owned by Dr. West. 24 VORNADO REALTY TRUST (16)(16)According to an amendment to Schedule 13G filed on February 11, 2016.2020.(17)(17)According to an amendment to Schedule 13G filed on February 9, 2016.11, 2020.(18)According to an amendment to Schedule 13G filed on February 6, 2020.(19)(18)According to an amendment to Schedule 13G filed on February 14, 2020.(20)According to an amendment to Schedule 13G filed on January 16, 2016.(19)According to an amendment to Schedule 13G filed on January 27, 2016.(20)According to a Schedule 13G filed on February 16, 2016.SECTIONDelinquent Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Securities Exchange Act of 1934 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 nothe only filing deficiencies under Section 16(a) by our Trustees, executive officers and 10% shareholders in the year ended December 31, 2015.2019 (or in 2020, prior to the mailing of this proxy statement) were one late filing in 2019 by Mr. Glen Weiss with regard to a transaction reported on a Form 4 and one late filing in 2020 by Mr. William W. Helman IV with regard to a transaction reported on a Form 4. 18 VORNADO REALTY TRUST 2016 PROXY STATEMENT 25 2020 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSISExecutive SummaryKey Compensation HighlightsShareholder Engagement and Board Responsiveness✓Robust shareholder engagement, with participation by our Lead Independent Trustee, seeking input on our executive compensation program✓Continued in-depth review of our compensation program, led by the Compensation Committee, with input from shareholders and our independent compensation consultantChanges for 2020 and Beyond✓Implemented changes to our 2020 executive compensation program for 2019 performance, including modifying our long-term incentive to re-introduce the Outperformance Plan (OPP) Awards, and enhancing our claw-back policy✓Made a reasonable increase to the bonus pool under our annual incentive program for 2020, subject to threshold performance, to account for the three additional executives eligible to receive bonuses under the plan; bonus pool will be reduced as appropriate based on future reduction in the size of the executive teamSubstantial Performance-Based and At-Risk Components✓Pay-for-performance philosophy, including 98% of CEO’s and 71% of other previously-serving NEOs’ compensation in the form of equity with actual value tied to Vornado’s Share price performance✓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✓Realized pay outcomes demonstrate the strong pay-for-performance alignment within our program✓Our annual bonus plan has a formula-driven cap and we disclose goals and results✓Metrics in our compensation program continue to align with the most important business metrics that drive value creation: FFO, NOI, and Total Shareholder Return (“TSR”)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✓Maintain a cap on incentive compensation payouts✓Double-trigger equity acceleration upon a change of control✓No excessive retirement benefits or retirement plan (other than a 401(k))✓No excessive perquisites or benefits✓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✓No tax gross-ups✓No dividends or distributions on unearned equity awards subject to performance-based vesting (other than limited distributions on operating partnership awards for tax purposes) 26 VORNADO REALTY TRUST COMPENSATION DISCUSSION AND ANALYSIS 2020 PROXY STATEMENT Approach of this Compensation Discussion and Analysis SectionThis Compensation Discussion and Analysis, or "CD“CD&A,"” describes our executive compensation program for fiscal year 2015,2019, including certain elements of our 20162020 program and the executive pay philosophy adhered toused by our Compensation Committee in making executive compensationto make decisions.We use our executive compensation program to attract, retain and appropriately reward the members of our senior executive management team who lead our Company. In particular, thisteam. This CD&A explains how the Compensation Committee made 20152019 compensation decisions for our senior executive management team, including the following named executive officers (the "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”):n•Steven Roth, Chairman and Chief Executive Officer (our "CEO"“CEO”)•nStephen W. Theriot,Joseph Macnow, Chief Financial Officer and Chief Administrative Officer•nDavid R. Greenbaum, President, New York DivisionnMichael J. Franco, Executive Vice President and Chief Investment Officer•nJoseph Macnow,Haim H. Chera, Executive Vice President—Finance and Administration, Chief Administrative OfficerBiographical information for our NamedHead of Retail•Glen J. Weiss, Executive Officers is available in Part III to our Form 10-K for the year ended 2015, as filed with the SEC.Under theSEC rules and regulations, of the SEC, each year the "Summary“Summary Compensation Table"Table” must disclose the salary paid and cash bonus earned during that year. ThisThat table also requires disclosure ofshows all equity-based awards in the year granted, even if that year is different than the year such compensationfor which a grant was earned. Because the equity we grant in any one year is awarded in recognition offor performance in the prior year, the SEC'sSEC’s approach requires that we disclose our equity awards granted in respect of 2014for 2018 performance on the 2015 lineas 2019 compensation in the Summary Compensation Table. Although we believe the most appropriate disclosure of our executive compensation would combine the annual cash compensation paid in 2015 (for instance) with the equity-based compensation granted in 2016 for 2015 performance, the rules and regulations do not permit that. In other words, we grant our annual incentives and equity-based compensation and make our compensation decisionsincentive equity retrospectively—in the first quarter of a fiscalnew year for the actual performance of an executive in the just-then-completed priormost recently completed year. To more accurately present our compensation information in line with how our decisions are actually made (as described in more detail below under "—“—Comparison of 2013-2015 Total Direct Compensation"2017-2019 Direct/Realizable Compensation”), the following discussion of compensation is with respect todiscusses both the annual incentive paid with respect tofor a stated year combined withand the equity being granted following the close of that applicable year after performance has been assessed.Recent Management Changes; 2019 Promotions, New Hire and Promotion and Inducement GrantsIn April 2019, we announced a number of generational leadership changes, including four promotions (“Promotions”) and one new-hire (“New Hire”):1.Michael J. Franco (age 51), previously our Executive SummaryPerformanceDuring 2015, we recorded strong financial results while continuingVice President—Chief Investment Officer, was promoted to serve as our simplification and focusing strategy.nWe achieved 10.5% growth in comparable funds from operations per diluted share.President;2.nWe made significant progress implementingDavid R. Greenbaum (age 68), previously our simplification and focus strategy by spinning off our strip shopping centers and malls business into Urban Edge Properties (NYSE: UE) in January 2015 and by selling over $1 billion of non-core or non-strategic assets and by purchasing approximately $850 million of high-quality assets in President—New York City (including approximately $700 millionDivision, was promoted to serve as our Vice Chairman;3.Glen J. Weiss (age 50), our Executive Vice President—Office Leasing, was appointed to the additional position of Co-Head of Real Estate;4.Barry S. Langer (age 41), our Executive Vice President—Development, was appointed to the additional position of Co-Head of Real Estate; and5.Haim H. Chera (age 50), was hired as our new Executive Vice President—Head of Retail.Three of these individuals (Messrs. Franco, Weiss and Chera) are designated as NEOs for purposes of our CD&A and these five individuals listed above, together with Messrs. Roth and Macnow, comprise our senior management team (and to whom we refer in Manhattan)this Proxy Statement as the “Senior Executives”).
We believe that the Promotions and the New Hire to be important steps in establishing a firm path for management succession and to have attracted a world-class retail talent to run our important street retail and train station retail business. We strongly believe that the ability of this younger generation to step into their new roles while existing senior management continues to be serving the Company provides this younger generation with a strong and smooth transition.Our Board, directly and through, and our Corporation Governance and Nominating Committee and/or Compensation Committee:•reviewed and considered the strategic and business implications of the Promotions and the New Hire and alternative approaches; 2016 PROXY STATEMENT VORNADO REALTY TRUST 1927 2020 PROXY STATEMENT •reviewed and considered the need and desirability of the Promotions and the New Hire in light of strategic and business needs;•interviewed each of the candidates for promotion and hire;•considered alternative candidates and structures; and•considered the appropriateness and need for the compensation of the Promotions and the New Hire.After careful consideration, we made one-time promotion grants to Messrs. Franco, Weiss and Langer of $5,000,000 in restricted units that vest in one lump-sum on June 10, 2023. These grants are referred to as the “Promotion Grants.”Also after careful consideration, in connection with the New Hire and as an inducement to attract Mr. Chera from his family business, we made a one-time inducement grant of $25,500,000 to Mr. Chera in restricted units with the award vesting 20% at grant, 40% on June 10, 2022 and 40% on June 10, 2023. This grant is referred to as the “Inducement Grant.”Our Compensation Committee and our full Board viewed the Promotion Grants and the Inducement Grant as an important step in directly aligning this younger generation of leadership’s interests with those of our shareholders. The Board structured the vesting conditions to be an important inducement for this younger generation of talent to continue to stay and grow with the Company and successfully execute against Vornado’s long-term strategy.As the Promotion Grants and Inducement Grant are one-time and unique from our normal compensation arrangements, in certain of our presentations and discussions of compensation, we may exclude those grants. In addition, as those promoted or hired were not NEOs in prior years, in certain year-to-year comparisons of NEO compensation, we have excluded them and refer only to the compensation of Messrs. Roth, Franco and Macnow who we refer to as our “Same Store NEOs.”Our Board and CEO are thrilled with the talent we have been able to retain and attract through these Promotions and the New Hire and believe we have established a solid framework for future Company growth.In addition, as a result of the Promotions and New Hire, our Compensation Committee made a reasonable increase to the bonus pool under the annual, short-term incentive program, subject to threshold performance, to account for the additional persons eligible to receive bonuses under the plan. This change was previously disclosed and discussed with shareholders representing about 55% of our outstanding Shares, who understood the rationale of the increase. Upon any decrease in the number of Senior Executives eligible to participate in the bonus pool, our Compensation Committee will consider reducing the size of the pool.Shareholder Engagement and Board ResponsivenessIn response to the vote outcome of our 2019 say-on-pay proposal, which received support from 65% of votes cast, we undertook an extensive engagement effort to obtain shareholder feedback on our compensation program, with the aim of making meaningful changes. Since our 2019 annual meeting, we reached out to shareholders representing more than 70% of our outstanding shares and had conversations with 55%, including many who voted against our say-on-pay proposal. Our Lead Independent Trustee participated in 73% of these conversations. 28 Overview of Compensation ApproachCertain key elements of our overall approach to compensation are designed to:nProvide for an annual incentive award that is performance-based with a formulaic threshold and a cap.nSet a target for our senior management team that 50% of their equity compensation (other than grants subject to time-based vesting in lieu of cash bonus) should be in the form of performance-based equity awards.nHave equity ownership guidelines for senior management and our Trustees.nProvide for "double trigger" acceleration of the vesting of any unvested equity awards in connection with a change of control.As an indication of the positive response of our shareholders to our approach, at our 2015 Annual Meeting approximately 89% of the votes cast on our advisory vote on executive compensation were cast FOR our compensation program. Our Compensation Committee considered the results of the 2015 votes and has continued our compensation program design which it believes embodies shareholder-friendly practices. 20 VORNADO REALTY TRUST 20162020 PROXY STATEMENT Shareholder-Friendly Aspects ofIn direct response to the Current ProgramWHAT WE DOWHAT WE DON'T DO üPay for Performance. We place a heavy emphasis on performance-based compensation. Our annual bonus plan is formula-driven. Both the minimum and maximum amount that may be funded is derived directly from specified quantifications of our Comparable FFO (as defined below) performance. Our annual equity grants are significantly tied to rigorous absolute and relative TSR-performance goals.ØNo Golden Parachute for our CEO. Mr. Steven Roth, our CEO, does not have any contractual severance arrangement with the Company.üEquity Ownership Guidelines. We require our CEO, other Named Executive Officers and our Trustees to hold equity in the Company equal to 6x, 3x and 5x, respectively, their annual base salary or retainer.ØNo Gross-Ups for Excess Parachute Payments. We have never had any arrangements requiring us to gross-up compensation to cover taxes owed by executives.üDouble Trigger Equity Acceleration Upon Change-of-Control. We require a "double trigger" for acceleration of vesting of outstanding grants following a change of control.ØLimited Retirement Benefits. We do not maintain a pension plan. Executives participate in a 401(k) plan and also may participate in an elective deferral plan with no match.üIndependent Compensation Consultant. Our Compensation Committee uses the consulting firm of Towers Watson (now Willis Towers Watson) and has determined it is independent.ØNo Excess Perquisites. We have no supplemental executive retirement plans, club memberships or other significant perquisites other than the use of a company car and driver.üCompensation Risk Assessment. We conduct an annual compensation risk assessment.ØNo Repricing of Options. Our 2010 Omnibus Share Plan does not permit the repricing of options without shareholder approval. Vornado has never repriced options.üClawbacks. We can recover performance-based cash and equity incentive compensation paid to executives in various circumstances.ØNo Hedging or Pledging. Our Trustees and senior executives are prohibited from hedging or engaging in any derivatives trading with respect to Company Shares and none of our Trustees or senior executives has any pledge of their Shares.Objectives of Our Executive Compensation ProgramWe believe that the quality, skills and dedication of our Named Executive Officers are critical factors that affect the long-term value of the Company. Accordingly, one of the fundamental objectives offeedback we received, our Compensation Committee isimplemented changes to ensure we provide a comprehensive compensation program that aids us in our efforts to attract, retain and appropriately reward a "best-in-class" executive management team. Such a program is critical to our achieving continued success in the highly-competitive commercial real estate industry. To better align the interests of our executive officers with those of our shareholders in a pay-for-performance setting, a significant portion of each executive's total compensation is variable through a combination of performance-based, short- and long-term incentives, which are described in more detail below.In sum, the objectives of our executive compensation program for 2020, which are to:nRetain a highly-experienced, "best-in-class" team of executives who have worked together as a teamdiscussed in detail in this CD&A.The following table summarizes key topics discussed with shareholders during our most recent engagement, the feedback we received and the actions taken in response for a long period of time and who make major contributions to our success.nAttract other highly-qualified executives to strengthen that team as needed.2020: Shareholder Feedback Vornado’s Response Annual Incentive Awards 2016 PROXY STATEMENT •Understood the rationale for increasing the bonus pool under the annual incentive program to account for three newly-eligible executives under the program, and requested additional disclosure •Provided or enhanced our disclosure on compensation decisions related to executive promotions and new executive hire•Bonus pool will be reduced, as appropriate, based on future reduction in the size of the executive team Performance-Based, Long-Term Incentive Awards •Concerns with the change from OPP awards to Performance-Conditioned AO LTIPs last year•Investors broadly supported changing the equity awards granted for 2019 to better align pay with performance •Modified our long-term incentive to re-introduce the OPP awards•OPP awards require significant and sustained outperformance over a three-year period for awards to have value Disclosure •Shareholders encouraged enhanced CD&A disclosure, including:•Board’s rationale for the grants made in connection with the leadership changes•Were supportive of direct/realizable vs. realized pay disclosure and shareholder alignment•Board’s response to the 2019 say-on-pay vote outcome •Enhanced disclosure around management succession process and recent actions taken by the Board•Continue disclosure showing total realized pay relative to direct/realizable pay to showcase the strong alignment of pay with performance•Enhanced disclosure related to how the Compensation Committee aligns pay with performance through program design Practices •Emphasized the importance of updating executive claw-back policies to include codes of conduct in addition to financial misdeeds •Enhanced claw-back policy to include violations of significant Company policies as well as for bad faith or dishonest actions or receipt of an improper personal benefit VORNADO REALTY TRUST 2129 2020 PROXY STATEMENT Commitment to Compensation Enhancements and Program RevampWe made progress with the design of our 2019 compensation program and will continue to do so, based on feedback from our continuing dialogue with shareholders. In doing so, we will continue to maintain a compensation program that encourages long-term focus with pay outcomes that are at-risk and aligned with performance.2019 Business HighlightsIn 2019, we continued our long track record of delivering value to shareholders. We executed on our goals, accomplishing the following strategic initiatives and achieving the following results. These factors were among those considered in the compensation decision process, as discussed more fully in this Compensation Discussion & Analysis:•Net income for the year ended December 31, 2019 was $16.21 per diluted share, compared to $2.01 per diluted share for 2018.•Total Funds From Operations (“FFO”) for the year ended December 31, 2019 was $5.25 per diluted share, compared to $3.82 per diluted share for 2018. FFO, as adjusted for the year ended December 31, 2019 was $3.49 per diluted share, compared to $3.73 per diluted share for 2018. The reduction in FFO, as adjusted per diluted share is entirely attributable to the asset sales described below. FFO and FFO, as adjusted, are non-GAAP measures defined in Annex A to this Proxy Statement.•Company-wide 2019 cash basis “same store” Net Operating Income (“NOI”) increased 3.6%. NOI is a non-GAAP measure defined in Annex A to this Proxy Statement.•Leasing activity for the year, across the entire business, totaled 1.7 million square feet in 215 leases, with mark-to-market increases of 14.0% GAAP and 8.8% cash.•At December 31, 2019, overall occupancy was 96.5%.•On April 18, 2019, we transferred a 48.5% common interest in a joint venture of our seven upper Fifth Avenue and Times Square retail properties to a group of institutional investors for net cash proceeds of $1.179 billion. We retained the remaining 51.5% common interest and an aggregate of $1.828 billion of preferred equity interests in certain of the properties. The transaction valued the properties at $5.556 billion (a 4.5% cap rate) resulting in a financial statement net gain of $2.571 billion. On December 18, 2019 we declared a $1.95 per share special dividend resulting from the transaction which was paid to shareholders on January 15, 2020.•In addition to the Fifth Avenue and Times Square retail properties transfer, we completed the following sale transactions during 2019:◦$1.61 billion net proceeds from the sale of 54 condominium units at our 220 Central Park South luxury residential condominium development project resulting in a financial statement net gain of $604 million;◦$168 million sale of all of our common shares of Lexington Realty Trust;◦$109 million sale of all of our partnership units of Urban Edge Properties;◦$100 million sale of our 25% interest in 330 Madison Avenue; and◦$50 million sale of 3040 M Street.•In 2019, we completed $5 billion of financings in 13 transactions.•Sustainability – in 2019, we were designated Energy Star Partner of the Year for the seventh time; we received the NAREIT Leader in the Light Award for the tenth year in a row and were a top performer among all global real estate sustainability benchmark respondents. We were cited as the industry model with our innovative approach to having our ESG Report examined by a third party and furnishing it to the SEC.•Lastly, and perhaps most importantly, we advanced the redevelopment of the Penn District, positioning our Company to capitalize on the enormous opportunity we have on the West Side of Manhattan. Our redevelopments are now in full construction mode and we have made very substantial progress in leasing these assets. 30 VORNADO REALTY TRUST 2020 PROXY STATEMENT Executive Compensation PhilosophyOur compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.The objectives of the program include: 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. The following shows the pay mix for our CEO. 98% of his total direct/realizable 2019 compensation is variable and subject to Company performance. For our 2020 performance-based equity award (granted for 2019 performance), we re-introduced OPP awards with three-year performance periods. VORNADO REALTY TRUST 31 nMotivate our executives to contribute to the achievement 2020 PROXY STATEMENT Compensation Outcomes Demonstrate Performance-Based and At-Risk Nature of company-wide and business-unit goals as well as pursue individual goals.nEmphasize equity-based incentives with long-term performance measurement periods and vesting conditions.nAlign the interests of executives with shareholders by linking payouts under annual incentives to performance measures that promote the creation of long-term shareholder value.nAchieve an appropriate balance between risk and reward in our compensation programs that does not encourage excessive or inappropriate risk-taking.Our executive compensation program is intended to rewarddesigned so that the achievementactual realized compensation closely aligns with Share performance. Total direct/realizable compensation for our CEO has remained flat in each of annual, long-termthe last three years and strategic goalshis realized compensation is significantly lower than total direct/realizable compensation in each year. Long-term equity awards for the three-year performance periods were not earned and no payouts were made in 2017, 2018 or 2019, demonstrating the at-risk nature of both the Companyour performance-based program and the individual executive. In order to achieve these intentions,alignment of our executiveprogram with the interests of shareholders. 32 VORNADO REALTY TRUST 2020 PROXY STATEMENT Compensation ComponentsOur Named Executive Officers’ compensation programcurrently has three primary components:•annual base salary, which includes both fixedcash payments or equity in lieu thereof;•annual incentive award, which includes cash payments and/or equity in lieu thereof; and variable components, as well as annual•long-term equity incentive, which includes restricted units and long-term incentive performance awards.The overall compensation levels and allocation among these components as described below. In particular,are determined annually by our Compensation Committee considering the Company’s performance during the year and a review of the competitive market for executive talent. Historically, most of the total compensation for our Chairman and CEO a majority of his compensation has been provided in long-term equity awards. These longer-term, equity-based awards reflect the form of equity compensation subjectCompensation Committee’s desire to multi-year TSR performance (OPP units) and/or time-based vesting provisions designed to ensure that the value of his compensation ultimately realized is based on our share price performance, further aligning his interests with those of the Company and its shareholders.We believe the effectiveness of our compensation program in creating alignment ofdirectly align management and shareholder interests has contributedand to provide incentives to successfully implement our long-term performance, as evidenced by our TSRstrategic objectives.The compensation program for management is described in the 10-year period through 2015table below. Importantly, each component of 92.9%, which outperformedcompensation is subject to a cap. PAY ELEMENT COMPENSATION
TYPE OBJECTIVE AND KEY FEATURES Base Salary Cash Objective: To provide appropriate fixed compensation that will promote executive retention and recruitmentKey Features/Actions:•Fixed Compensation•No more than $1,000,000 in salary•Same Store NEO base salaries remain unchanged since 2008 Annual Incentive Awards Short-Term Variable Incentive Cash and/or Restricted Equity Objective: To reward the achievement of financial and operating objectives based on the Compensation Committee’s quantitative and qualitative assessment of the executive’s contributions. All or a portion of earned annual awards are typically in restricted equity to further align executive’s interests with shareholders.Key Features/Actions:•Variable, short-term compensation awards•Aggregate pool only funded upon the achievement of a threshold level of FFO, as adjusted, a key operating metric in the REIT industry•Aggregate pool capped at 1.75% of FFO, as adjusted•Allocated based on objective and subjective Company, business unit and individual performance•Committee can decide to pay out less than the full amount of the funded pool VORNADO REALTY TRUST 33 2020 PROXY STATEMENT PAY ELEMENT COMPENSATION
TYPE OBJECTIVE AND KEY FEATURES Annual Restricted Equity Grants Long-Term Variable Incentive Equity Objective: To align executive and shareholder interests, promote retention with multi-year vesting and provide stable long-term compensation.Key Features/Actions:•Aligns executive and shareholder interests•Vest ratably over four years•Subject to a two-year holding period (regardless of vesting) and a “book-up” event (typically an increase in Share price) to have value Outperformance Plan (awarded in 2020 for 2019 performance and 2018 for 2017 performance) Long-Term Variable Incentive At-Risk Equity Objective: To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for superior and sustained TSR performance based on rigorous absolute and relative hurdles.Key Features/Actions:•Only provides value to our executives upon the creation of meaningful shareholder value above specified hurdles over a three-year performance period•Subject to a maximum plan value of $35 million (for grants in 2020)•Under the Absolute TSR component, the Company must achieve a return in excess of 21% (or 7% per annum) for OPP Units to earn any value•Under the Relative TSR Component, the Company must achieve a return above an applicable industry index or indices (the “Index”) for OPP Units to earn any value. OPP Units awarded in 2020 used the SNL US Office REIT Index (80%) and the SNL US Retail REIT Index (20%).•Under the Relative TSR Component, to the extent the Company underperforms the Index by more than 600 basis points (or 200 basis points per annum), the Absolute TSR Component payout, if any, is reduced with a maximum payout of 50%•The Relative TSR Component value is reduced if the Absolute TSR is below 3% per annum with a maximum payout of 50% of the awards if the Absolute TSR is less than 0%•Earned payouts are subject to two years of additional time-based vesting and an additional one year holding period following vesting 34 VORNADO REALTY TRUST 2020 PROXY STATEMENT PAY ELEMENT COMPENSATION
TYPE OBJECTIVE AND KEY FEATURES Performance Conditioned AO LTIP
(for Senior Executives) (awarded in 2019 for 2018 performance) Long-Term Variable Incentive At-Risk Equity Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units (“Performance Conditioned AO LTIP Units”) require the achievement of certain performance conditions by a specified date or they are forfeited. The performance condition for units granted in 2019 is that, prior to the fourth anniversary of grant, the Company’s Shares must trade (for each of 20 consecutive trading days) at a price at least equal to 110% of the price on the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from the date of grant.Objective: Designed to (1) enhance our pay-for-performance structure by requiring a meaningful and sustained Share price increase before awards have value and (2) motivating and rewarding Senior Executives for superior Share price performanceKey Features/Actions:•Enhances pay-for-performance structure and shareholder alignment•Motivates and rewards only in instance of superior Share price performance•Awards only have value if there has been a specified increase in the Company’s Share price over a defined and limited period•Vest ratably over four years VORNADO REALTY TRUST 35 2020 PROXY STATEMENT PAY ELEMENT COMPENSATION
TYPE OBJECTIVE AND KEY FEATURES AO LTIP (for executives other than Senior Executives) Long-Term Variable Incentive At-Risk Equity Appreciation-Only Long-Term Incentive Plan Units (“AO LTIP Units”) are grants of interests in Vornado Realty L.P. intended to replicate the non-tax economic characteristics of option grants. Units are awarded with a strike price not less than the Share price at grant and are convertible into Class A common units of Vornado Realty L.P. with a value equal to the excess of the Share price on the date of conversion over the strike price. Awards of AO LTIP Units have been made to executives other than NEOs. No Same Store NEOs have received awards of AO LTIP Units. Of our NEOs, only Mr. Weiss received grants of AO LTIPs and he received them prior to his promotion.Objective: Designed to (1) enhance our pay-for-performance structure and (2) Motivating and rewarding management for increases in Share priceKey Features/Actions:•Awards only have value upon conversion to the extent of an increase in the Share price•Vest ratably over four years•Convertible into Class A Units of Vornado Realty L.P. for up to 10 years Pay MixWe believe that the executive team’s compensation should be tied to Company goals. 98% of the FTSE NAREIT Office Index ("Office REIT") of 68.0% over the same time period. In addition, our TSR for 2015, was –3.9%Chief Executive Officer’s 2019 compensation and was 36.4% for 2014 while that77% of the Office REIT was 0.3% for 2015other NEOs’ compensation is tied to performance. About 44% of our Chief Executive Officer’s 2019 compensation and 25.9% for 2014. For 2015, we have kept flat our CEO's base compensation, cash incentive and the grant date value of restricted equity awards (as reflected in the "Total Direct Compensation Table" in this proxy statement). In addition, the total dollar value26% of the long-term incentive award potentially earnable ("Notional Amount") for our CEO (and our other Named Executed Officers) was also kept flat for 2015. When makingNEOs’ compensation decisions, we useare dependent on the Notional Amountachievement of OPP awards as oneobjective performance criteria. The charts below reflect the pay mix of the guideposts for year-over-year changes. We made changes to the terms of the 2016 OPP awards for 2015 performance to conform more closely to the standards for such plans adopted by other companies, including our peers. As a result of these changes, the accounting cost for a grant of the same Notional Amount of outperformance award increased by 26.3% from 2014 to 2015. Consequently, while the actual salaries, bonuses, value of restricted equity awards and the Notional Amounts of outperformance awards were unchanged between 2014 and 2015, the accounting cost for the aggregate compensation for our CEO and other Named Executive Officers increased by 10.7%NEOs (other than the Promotion Grants and 6.0%, respectively, from 2014Inducement Grant referred to 2015. The larger increase in cost for our CEO as opposed to our other Named Executive Officers is due to the fact that a greater percentage of his compensation consists of OPP awards as opposed to other Named Executive Officers.![[MISSING IMAGE: tm201978d2_pc-paymixpms.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978d2_pc-paymixpms.jpg)
36 VORNADO REALTY TRUST 2020 PROXY STATEMENT How Pay Aligns with Performance20152019 Performance Metrics ConsideredFor 20152019 compensation, among the factors considered, both objectively and subjectively, were the changes, as adjusted in the Company'sCompany’s and the applicable division's operating and performancedivision’s results during the year (Comparable EBITDA, Comparable(NOI at share, FFO and FFO)FFO, as adjusted), our TSR for the year, and the factors mentioned below. Increases or decreases in pay and allocations for 2015, 20142019, 2018, and 20132017 of various compensation elements to our Named Executive Officers were based, in part, upon the results of our review of these factors. EBITDA“NOI” (or Net Operating Income) means earnings before interest, taxes, depreciation and amortization, Comparable EBITDA means EBITDA as adjusted to exclude discontinued operations and exclude non-comparable gains and losses including impairments. FFOtotal revenues less operating expenses. “FFO” means funds from operations as defined by the National Association of Real Estate Investment Trusts (NAREIT). Comparable FFO (or CFFO)Nareit. “FFO, as adjusted,” means FFO as adjusted to exclude non-comparable gains and losses, impairments and non-real estate-related items. Each of these metrics is providedare presented in our regular annual and quarterly reports as well aswith reconciliations to the most comparable metric presented in GAAP.accordance with Generally Accepted Accounting Principles applicable in the United States (“GAAP”). Although they 22VORNADO REALTY TRUST2016 PROXY STATEMENT these metricsthem in making our compensation decisions because they facilitate meaningful comparisons in operating performance between periods and among our peers. TSR means our total shareholder return (including dividends) for a given period.Key Year-Over-Year ComparisonsOur Comparable EBITDA, Comparable FFO, FFO and TSR for 2015, 20142019 was 12.0% while that of the FTSE Nareit Office Index (“Office REIT”) was 31.4%. For 2019, we have kept flat or decreased each of our Same Store NEO’s base and 2013 are presented below.Metrics Consideredtotal direct/realizable compensation as reflected in the “Direct/Realizable Compensation Table.” In addition, as shown in the “Realized Compensation Table,” in 2019 our CEO’s total realized compensation was 56.1% of his total direct/realizable compensation reflecting alignment with shareholder returns. The same is the case for our other Same Store NEOs where the average of the total realized compensation was 81.8% of the average of their total direct/realizable compensation. 2015 2014 2013 $1,533 million $1,447 million $1,387 million $915 million $825 million $752 million $1,039 million $911 million $641 million (3.9%) 36.4% 14.7% We operate in a highly competitive commercial real estate industry where we actively compete for business opportunities and executive talent. In determining annual incentive and long-term equity compensation levels earned for 2015,2019, our Compensation Committee did not weight any one factor, but sought to find a balance among (i) appropriately rewarding the significant operational achievements by the Company during the year, as highlighted above, (ii) ensuring annual incentive, long-term equity andmaintaining total compensation levels were in line with the prevailing competitive market and at a level adequate to address our recruitment and retention needs in a highly-competitive commercial real estate industry where we actively compete for business opportunities and executive talent and (iii) maintaining a balanced compensation program designed to foster alignment of management and shareholder interests in a manner that reflectsconsistent with evolving market "best practices"“best practices” as well as views of our shareholders. No numerical weight is attributed to any one factor.Alignment of Pay with PerformanceOur Compensation Committee made compensation decisions for 2015 in line with our pay-for-performance philosophy.nBase salaries were maintained at 2014 levels to focus on the performance-oriented components of compensation.nFor our CEO, approximately 57% of his equity grants were in the form of performance-based equity.nFor our other NEOs, in the aggregate, approximately 57% of their equity grants (other than grants in lieu of cash bonus which are described in footnote (2) of the Summary Compensation Table) were in the form of performance-based equity. 2016 PROXY STATEMENTVORNADO REALTY TRUST23 To demonstrate the alignment of our compensation philosophy with performance, the following chart illustrates how our CEO's Total Direct Compensation (as defined below under "—Comparison of 2013-2015 Total Direct Compensation") compares to our Comparable FFO for the applicable year.(Comparable FFO in thousands)
To demonstrate how the mix of our executive pay is designed to align the executive's and shareholders' interests, the following charts show the mix of our CEO's and other NEOs' pay among cash, annual grants of time-vesting equity, equity in lieu of cash bonus and performance-based equity.CEO Pay Mix (2015)Other NEO Pay Mix (2015)
Our Compensation Committee, comprised solely of independent Trustees, determines compensation for our Named Executive Officers and is comprised of three independent trustees, Michael Lynne (Chairman), Daniel R. Tisch and Dr. Richard R. West.other Senior Executives. Our Compensation Committee exercises independent judgment with respect toon executive compensation matters and administers our equity incentive programs, including reviewing and approving equity grants tounder our executives pursuant to2019 Omnibus Share Plan and its predecessor, our 2010 Omnibus Share Plan.Plan (each as may be, or may have been amended, the “Omnibus Plan”). Our Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on our website (www.vno.comwww.vno.com/governance/committee-charters). 24VORNADO REALTY TRUST2016 PROXY STATEMENT generally in the first quarter of a fiscal year. These decisions cover the prior yearyear’s performance and are based on the prior year's performance by the Company and/or division or functional area and applicable executive.contributions. In addition, in the first quarter of a fiscal year, we establish that year'syear’s performance threshold for our formula-based, short-term annual incentive program.Our decisions on compensation for our Named Executive Officers are based primarily upon our assessment of each executive'sexecutive’s leadership, operational performance and potential to enhance long-term shareholder value. For our CEO, this assessment is made by the Compensation Committee. For our other Named Executive Officers, this assessment is initially made by our CEO subject to the review and approval of the Compensation Committee. Our annual, short-term incentive program provides for a minimum performance threshold for, and a cap on, a bonus pool comprising the aggregate dollar value offor annual incentive awards we can make to our senior executive management team. We believe that this method, as opposed to an entirely formulaic method of determining compensation, provides us with the ability to adjust compensation based on a number of performance factors affecting an individual executive within a formulaic cap. It also has the added benefit of reducing the risk to the Company that could potentially be associated with entirely formulaic compensation decisions. Key factors we consider when making annual compensation decisions include: actual performance compared to the financial, operational and strategic goals established for the Company or the executive'sexecutive’s operating division at the beginning of the year;division; the nature, scope and level of responsibilities; the contribution to the Company'sCompany’s financial results, particularly with respect to keyon metrics such as Comparable EBITDA,NOI at share, FFO, Comparable FFO, as adjusted, and TSR for the year; and the executive's contribution to the Company's Company’s VORNADO REALTY TRUST 37 2020 PROXY STATEMENT commitment to corporate responsibility, including success in creating a culture of unyielding integrity and compliance with applicable laws and our ethics policies. These factors may be considered on an absolute and/or relative basis with respect to other companies or indices.In determining individual pay levels, and opportunities, we also consider each executive's current salary and prior-year bonus (or annual incentive award),executive’s historical compensation, the value of an executive'sexecutive’s equity stake in the Company, and the appropriate balance between incentives for long-term and short-term performance and the compensation paid to the executive'sexecutive’s peers within the Company. We also consider competitive market compensation paid by other companies that operate in our business or that compete for the same talent pool, such as other S&P 500 REITs, other real estate companies operating in our core markets and, in some cases, investment banking, hedge fund and private equity firms. However, we do not formulaically tie our compensation decisions to any particular range or level of total compensation paid to executives at these companies.In addition, we encourage alignment with shareholders' interestsshareholders through long-term, equity-based compensation. We apportion cash payments and equity incentive awards as we think best in order to provide the appropriate incentives to meet our compensation objectives both individually and in the aggregate for executives and other employees. The factors we consider in evaluating compensation for any particular year may not be applicable to determinations in other years. Typically, our Chairman and CEO receives a higher proportion of his compensation in the form of equity than other Named Executive Officers who, in turn, receive a higher proportion of their compensation in the form of equity than our other employees. This allocation is based on (1) the relative seniority of the applicable executives and (2) a determination that the applicable executives should have a greater proportion of their compensation in a form that further aligns their interests with those of shareholders. We regularly review our compensation program to determine whether we have given the proper incentives to our Named Executive Officers to deliver superior performance on a cost-effective basis and for them to continue their careers with us.Role of the Corporate Governance and Nominating Committee, the Compensation Committee, and the Chairman and CEOThe Corporate Governance and Nominating Committee of our Board is responsible for evaluating potential candidates for Chairman and CEO, and for overseeing the development of executive succession plans. The Compensation Committee of our Board (1) reviews and approves the compensation of our executive officers and other employees whose total cash compensation exceeds $200,000 per year, (2) oversees the administration and implementation of our incentive compensation and other equity-based awards, and (3) regularly evaluates the effectiveness of our overall executive compensation program. 2016 PROXY STATEMENTVORNADO REALTY TRUST25 As part of this responsibility, theThe Compensation Committee oversees the design, development and implementation of the compensation program for our Chairman and CEO and our other Named Executive Officers. The Compensation Committee evaluates theCEO performance of our Chairman and CEO and sets his compensation. Our Chairman and CEO and the Compensation Committee together assess the performance of our other senior executives and determineour Compensation Committee determines their compensation, based on the initial recommendations of our Chairman and CEO. The other Named Executive OfficersNEOs do not play a role in determining their own compensation, other than discussing individual performance objectives with our Chairman and CEO.In support of these responsibilities, members of our senior executive management team, in conjunctionalong with other senior executives, have the initial responsibility of reviewing the performance of the employees reporting to him or herthem and recommending compensation actions for such employees.This process involves multiple meetings among our Chairman and CEO, our Compensation Committee and our Compensation Committee's compensation consultants. Typically, in the third and fourth quarters of each year, these parties meet to discuss and establish an overall level of compensation for the year and the base compensation for the following year. For 2015, as has been our historical practice, our Chairman and CEO obtained individual recommendations from division heads as to compensation levels for those persons reporting to the division heads. These recommendations are discussed among our Chairman and CEO and the division heads prior to a recommendation being presented to the Compensation Committee. For our senior executive management team, other than our Chairman and CEO, recommendations are prepared based upon discussions among the Compensation Committee and our Chairman and CEO. These recommendations are based upon our objectives described above and may include factors such as information obtained from compensation consultants. Our Chairman and CEO discuss these recommendations with our other senior executives in one-on-one meetings. After these discussions, certain allocations or other aspects of compensation may be revised to some degree and the revised recommendations are presented to the Compensation Committee for discussion and review and, ultimately, through a continued process, approval. The compensation of our Chairman and CEO is determined in accordance with a similar process involving direct discussions among the Compensation Committee, our Chairman and CEO and the Compensation Committee's compensation consultants.Role of Compensation ConsultantsOur Compensation Committee has retained Willis Towers Watson & Co. ("Public Limited Company (“Willis Towers Watson"Watson”) as its independent compensation consulting firmconsultant to provide the Compensation Committee with relevant data concerning the marketplace and our peer group as well as its own independent analysis and recommendations concerning executive compensation. Willis Towers Watson regularly participates in Compensation Committee meetings. Our Compensation Committee has the authority to set Towers Watson's compensation and to replace Towers Watson as its independent outside compensation consultant or hire additional consultants at any time. Towers Watson regularly participates in Compensation Committee meetings. In 2015, we paid Towers Watson approximately $139,000 in compensation-related fees. In addition, in 2016 Towers Watson merged with Willis Group and is now Willis Towers Watson Public Limited Company ("Willis Towers Watson"). Historically, the Willis Group has provided us with insurance-related services including services to our captive insurance company. In 2015, we paid the Willis Group (now Willis Towers Watson) approximately $923,000 in fees. In light of the acquisition of the Willis Group, the Compensation Committee assessed the independence of Willis Towers Watson pursuant to SEC rules (including Item 407(e)(3)(iv) of Regulation S-K) and the NYSE listing standards and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation Committee. In particular, the Compensation Committee considered a presentation it received from Willis Towers Watson that described Willis Towers Watson's policies and procedures to prevent or mitigate conflicts of interest. The Compensation Committee also reviewed and was satisfied that there was no business or personal relationships between members of the Compensation Committee and the individuals at Willis Towers Watson supporting the Compensation Committee. The Compensation Committee considered that Willis Towers Watson reports directly to the Chair of the Compensation Committee and that the Compensation Committee has the authority to set Willis Towers Watson'sWatson’s compensation and to replace Willis Towers Watson as its independent outside compensation consultant or hire additional consultants at any time. Finally,In addition, prior to the 2016 merger of Towers Watson & Co. with Willis Group, Willis Group had provided us with insurance-related services including services to our captive insurance company. Willis Towers Watson has continued to provide us with such insurance-related services. In 2019, we paid Willis Towers Watson approximately $554,000 in fees for such services and $157,000 for compensation-related services. In 2015, in light of the then anticipated merger of Towers Watson & Co. and Willis Group, and in each year since then, the Compensation Committee considered otherassessed the independence of Willis Towers and the NYSE listing standards and concluded that no conflict of interest existed that would prevent Willis Towers Watson from independently advising the Compensation Committee. The Compensation Committee regularly assesses the independence of its compensation consultants. 38 26 VORNADO REALTY TRUST 20162020 PROXY STATEMENT factors relevant to Willis Towers Watson's independence from management, including all of the factors set forth in the NYSE listing standards.For 20152019 compensation decisions, Willis Towers Watson prepared, among other reports, an analysis of compensation levels and performance using the metrics described below at the following companies that it identified as peer companies within the context of the executive pay philosophy of the Compensation Committee: American Tower Corporation; Boston Properties, Inc.; CB Richard EllisCBRE Group, Inc.; Equity Residential; General Growth Properties, Inc.; HCP, Inc.; Health Care REIT, Inc.; Host Hotels & Resorts, Inc.; Kimco Realty Corporation; ProLogis;Prologis, Inc.; Public Storage; Simon Property Group, Inc.; SL Green Realty Corp.; Ventas, Inc.; and Ventas,Welltower, Inc. Our Compensation Committee has elected to use the foregoing executive compensation peer group, asbecause the competitive landscape in which we compete for investment capital and executive talent is comprised of other publicly-traded REITs as well as real estate operating companies. Additionally, as many of our competitors in the markets in which we operate, particularly with respect to our New York division, are asset managers not structured as REITs and private entities such as real estate opportunity funds, sovereign wealth funds and pension funds, among others, our Compensation Committee, from time to time, has also considered compensation levels and trends amongstamong our non-public competitors as obtained from surveys and other proprietary data sources.Consistent with prior years, the Compensation Committee reviewed and discussed the analyses prepared by Willis Towers Watson and determined that the analyses were useful in indicating that the compensation opportunities awarded to executive officers are in line with the prevailing competitive market. Furthermore, realized awards duly reflectmetrics align with the performance of the Company and the shareholder value created.From time to time, the Company also engages the services of FTI Consulting, Inc., as a compensation consultant, to provide assistance with gathering and presenting third-party data used in determining industry-orindustry- or market-specific results.Analysis of Risk Associated with Our Executive Compensation ProgramOur Compensation Committee has discussed the concept of risk as it relates to our executive compensation program and the Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk-taking for the reasons stated below.We structure our pay to consist of both fixed and variable compensation. The fixed portion (base salary) of compensation is designed to provide a base level of income regardless of our financial or shareShare price performance.The variable portionselements of compensation (cash incentive and equity) are designed to encourage and reward both short- and long-term corporate performance. For short-term performance, cashannual incentives are awarded based on the formulaic funding of our annual incentive pool and assessments of performance during the prior year. For long-term performance, our options, restricted shares, restricted units, awards under our outperformance plans ("OPP") and other equity awards generally vest over three, four or five years and onlyyears. Awards of OPP Units, Performance Conditioned AO LTIP Units, AO LTIP Units or options have value (in the case of awards such as options, restricted units or OPP awards) or only increase in value (in the case of awards such as restricted shares) if our Share price increases over time. Furthermore, with regard to grantsAwards of restricted units can be redeemed for Shares only if our Share price increases over time. Awards of Performance Conditioned AO LTIP Units and AO LTIP Units and of restricted units require a two-year holding period (regardless of vesting). For OPP awards, made since 2013, we require members of senior managementour Named Executive Officers to hold the equity received with respect toon earned and vested awards for one additional year after they have vested. We believe that these variable elements of compensation are a sufficient percentage of total compensation to provide incentives to executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so. We and our Compensation Committee also believe that the mix of formulaic criteria and a non-formulaic evaluation of historic performance provides an incentive for our executives to produce superior performance without the distorting effects of providing a pre-determinable compensation award based on the performance of only one division or business unit or upon other results that may not reflect the long- or short-term results of the Company as a whole. 2016 PROXY STATEMENTVORNADO REALTY TRUST27 our Named Executive Officers to manage the Company for the creation of long-term, shareholder value, (ii) avoiding the type of disproportionately large, short-term incentives that could encourage our Named Executive Officers to takethe taking of risks, that may not be in the Company's long-term interests, (iii) requiring our Named Executive Officersexecutives to maintain a significant investment in the Company and (iv) evaluating annually an array of performance criteria in determining executive compensation rather than focusing on a singular metric that may encourage unnecessary risk-taking. We believe thisThis combination of factors encourages our Named Executive Officersexecutives to manage the Company prudently.Elements of Our Compensation ProgramOur Named Executive Officers' compensation currently has three primary components:nannual base salary;nannual incentive awards, which include cash payments and/or awards of equity; andnlong-term equity incentives, which may include restricted units, stock options and long-term incentive performance unit awards such as those awarded under our OPP.The overall levels of compensation and the allocation among these components are determined annually by our Compensation Committee based upon an analysis of the Company's performance during the year and a review of the prevailing competitive market for executive talent in which we operate. Historically, a substantial majority of the total compensation for our CEO has been in the form of long-term equity awards, including performance-based awards subject to relative performance thresholds such as those awarded under our OPP. These longer-term awards further the Compensation Committee's desire to directly align management and shareholder interests and to provide incentives for each executive to successfully implement our long-term strategic goals. 28 VORNADO REALTY TRUST 2016 PROXY STATEMENT 39 The components of our compensation program for our senior management can be described as shown in the chart below. As noted below,each component of compensation has been capped. 2020 PROXY STATEMENT ObjectivesKey Features Base SalarynProvide an appropriate level of fixed compensation that will promote executive retention and recruitment.nFixed compensation.nNo executive receives in excess of $1,000,000 of salary. Annual Incentive AwardsnReward achievement of financial and operating goals for a year based on the Compensation Committee's quantitative and qualitative assessment of the executive's contributions to that performance.nTypically provide that a portion of such award be in the form of restricted equity to further align an executive's interests with that of shareholders.nVariable, short-term cash compensation and time-based equity awards.nFunded upon the achievement of a threshold CFFO level.nAggregate pool capped at 1.25% of CFFO.nAllocated based on objective and subjective Company, business unit and individual performance.nCommittee can decide to pay out less than the full amount of the funded pool Annual Restricted Equity GrantsnAlign the interests of our executives with those of our shareholders.nPromote the retention of executives with multi-year vesting.nProvide stable long-term compensation as a balance to a risk-taking approach.nEquity awards that vest ratably over four years.nAwards are capped by the awards available to be issued under our Omnibus Share Plan.nMembers of senior management receive Restricted Units which require a two-year holding period (regardless of vesting) and a "book-up" event (typically an increase in Share price) to have value. Performance-Based, Long-Term Incentive ProgramnPromote the creation of long-term shareholder value as the awards will only have value if an appropriate TSR is achieved.nAlign the interests of our executives with those of our shareholders.nPromote the retention of executives with awards that are subject to multi-year vesting after they are earned.nVariable, performance-based long-term equity compensation.nAmount is earned based on a three-year period of absolute and relative TSR performance.nVests over three years once (and if) they are earned.nAward capped on value of a fixed number of units and availability under our Omnibus Share Plan. Elements of Our Compensation ProgramAnnual Base SalaryBase salaries for our Named Executive Officers are established based on the scope of their responsibilities, taking into account the competitive market compensation paid by other companies for similar positions as well as salaries paid to the executives'of peers within the Company and any applicable employment agreement. In 2016 PROXY STATEMENTVORNADO REALTY TRUST29 accordanceCompany. Consistent with our pay-for-performance philosophy, we structure an executive's annual base salary to beis a relatively low percentage of total compensation. There were no increases in our Same Store Named Executive Officers'Officers’ base salary levels for 2015 over those of 2014, nor2019 and there have therenot been any increases in our Named Executive Officers'Same Store NEO’s base salary levels forsince 2008.For each of 2020 and 2019, Mr. Roth elected to receive 80% of his annual base salary in restricted units (scheduled to vest pro rata over the past several years.Annual Incentive AwardsOur Compensation Committee has established an annuala short-term incentive program for the senior executive management team that formulaically ties a maximum award pool to achieving a Comparablean FFO, as adjusted, performance threshold. The Company views and, we believe our shareholders view, Comparablebelieves FFO, as adjusted, is one of the key operating metrics within the REIT industry and we believe, a primary driver of long-term TSR performance. Under our annual compensation program, members of our senior executive management team, including all of our Named Executive Officers, will have the ability to earn annual cash incentive payments and/or equity awards if and only if the Company achieves ComparableWe use FFO, of at least 80% or more of the prior year's Comparable FFO. In the event that the Company fails to achieve Comparable FFO of 80% or more of the prior year's Comparable FFO, no incentive payments would be earned or paid under the program. Moreover, even if the Company does achieve the stipulated Comparable FFO performance requirement under the annual incentive program, the Compensation Committee always retains the right, consistent with best practices, to elect to reduce or make no payments under the program. Our Compensation Committee has elected to use Comparable FFOas adjusted, as the primary metric for our annual incentive awardawards rather than total FFO. Comparable FFO, as adjusted, excludes the impact of certain non-recurring items, such as gains on the sale of non-depreciable property, non-cash impairment losses, income or loss from discontinued operations and sold properties, gains and losses from the sale or mark-to-market of marketable securities or derivatives and early extinguishment of debt and restructuring costs, and non-cash impairment losses, among others, and thus the Compensation Committee believes it provides a better metric than total FFO for assessing management'smanagement’s performance. Under our annual compensation program participants have the ability to earn annual cash incentive payments and/or equity awards if and only if FFO, as adjusted, is at least 80% or more of the prior year’s FFO, as adjusted Moreover, even if the Company does achieve the stipulated FFO, as adjusted, performance forrequirement, the year.AggregateCompensation Committee retains the right, consistent with best practices, to elect to reduce or make no payments under the program.For 2019, we revised our annual incentive awards earnedformula so that the aggregate pool of the bonuses is capped at 1.75% of FFO, as adjusted (from 1.25% of FFO, as adjusted, in prior years). Our Compensation Committee considered, and adopted, this change, because in 2019, due to the Promotions and New Hire, the number of senior executives eligible to participate in awards from the annual bonus increased from four persons (Messrs. Roth, Greenbaum, Franco and Macnow) to seven persons (Messrs. Roth, Greenbaum, Franco, Macnow, Chera, Weiss and Langer). We refer to these seven persons as our “Senior Executives.” The bonuses paid to Messrs. Roth, Greenbaum, Franco and Macnow did not increase from 2018 to 2019, but due to the addition of new participants, the Compensation Committee made a reasonable increase to the bonus pool under the annual incentive program, subject to threshold performance. For 2019, the change resulted in an increase in the aggregate size of the pool of $3.3 million. Upon any decrease in the number of senior executives eligible to participate in the bonus pool, our Compensation Committee will consider an appropriate reduction in the size of the pool.Accordingly, current aggregate incentive awards under the annual short-term incentive program by our senior executive management team are subject to a cap of 1.25%1.75% of Comparable FFO, earned by the Company for the year,as adjusted, with individual award allocations under the program determined by the Compensation Committee based onfrom an assessment of individual and overallCompany performance. Performance criteria evaluated by the Compensation Committeeused when determining individual incentive awards under the annual incentive program, assuming the Company has achieved the required Comparable FFO performance threshold necessary for our senior executive management team to be eligible to earn incentive awards under the program, will include, among others, the following:n•TSR, both on an absolute basis and relative to the performance of the peer group and the REIT industry;•nLeasing performance and occupancy levels;•nCapital markets performance and maintenance of a strong balance sheet;•nSame store EBITDA;NOI at share;•FFO and FFO, as adjusted;•nImplementation and achievement of goals, including expense control and adherence to budget; and•nAchievement of business unit and/or departmental objectives.Any awards earned under the annual incentive program are payable in cash and/or equity awards, generally in the first quarter of each year for the prior year'syear’s performance.Long-Term Equity IncentivesCompensation is typically awarded to our Named Executive Officers in the form of long-term equity incentives issued under our 2010 Omnibus Share Plan (as may be amended, the "2010 Plan") through performance-based equity awards such as those that may be earned under our OPP and future out-performance plans, grants of stock options and restricted units. The granting of equity awards links a Named Executive Officer's 40 30 VORNADO REALTY TRUST 20162020 PROXY STATEMENT For annual incentive awards paid in 2019 (for 2018 performance), each of our Same Store NEOs elected to receive all or some of that award in restricted units (which vest upon grant, but which may not be redeemed for Shares for two years).Long-Term Equity IncentivesCompensation is typically awarded in long-term equity issued under our Omnibus Plan through performance-based awards, such as those under our OPP Units or Performance Conditioned AO LTIP Units, and grants of time-based restricted units. Equity awards link compensation directly to the performance of our Share price. We believe this encourages our NEOs to make business decisions with an ownership mentality.Awards.Units and time-based restricted units on a 50/50% basis for 2019 performance. Other employees received awards of securities such as AO LTIP Units or stock options and time-based restricted units or restricted shares, for 2019 performance. There were no Performance Conditioned AO LTIP Units awards for 2019 performance. Our OPP has beenlong-term equity programs were developed with the guidance and input of FTI Consulting, Inc. (a compensation consultant retained by the Company) and Willis Towers Watson. ChangesDescription of Awards:OPP Awards. We awarded OPP Units in 2020 for 2019 performance and in 2018 for 2017 performance. In 2020, these awards were made in 2016to only to our OPP were based on advice of FTI Consulting, Inc. with the concurrence of Willis Towers Watson.Senior Executives. These performance-based awards are earned over a three-year period, which is then followed by back-end vesting requirements (during years three, four and five) to act as a retention device and provide a strong incentive to the executives to increase shareholder value long after they performed the services for which the equity awards were initially granted. In particular, theThe awards provide for immediate cancellation if the executive voluntarily leaves or is terminated withfor cause (and, in either case, such person is no longer providing services to the Company, or any of its affiliates as an employee, trustee or otherwise), excluding certain outstanding awards held by retirement eligible executives and employees above the age of 65 (or above the age of 60 with at least 20 years of service to the Company)service). Furthermore, we require our executive officers (as defined in accordance with SEC rules, "Executives")Senior Executives to hold the equity received with respect to earned and vested awards for one additional year after they have vested.Our OPP is designed to provide compensation in a "pay for performance"“pay-for-performance” structure. Awards under the OPP are a class of units (collectively referred to as "OPP Units"“OPP Units”) of the Company's operating partnership,Company’s Operating Partnership, Vornado Realty L.P., issued under our 2010 Plan. If the specific performance objectives of the OPP are achieved, the earned OPP Units become convertible into Class A common units of the operating partnershipOperating Partnership (and ultimately into Shares) following vesting, and their value fluctuates with changes in the value of our Shares. If the performance objectives are not met, the OPP Units are cancelled. Generally, unvested OPP Units are forfeited if the executive leaves the Company, except that OPP Units vest automatically on death.Company. OPP Units are intended to also provide recipients with better income tax attributes than grants of options. With regard to awards underShares. Under our OPP, participants have the opportunity to earn compensation payable in the form of equity if and only if we outperform a predetermined TSR and/or outperform the market with respect toon relative TSR over a three-year performance period as determinedmeasured at the end of the third year. Specifically, awardsAwards under our OPP may potentially be earned if the Company (i) achieves a TSR above that of the SNL US REIT Index (the "Index")an industry index or indices over a three-year performance period (the "Relative Component"“Relative Component”), and/or (ii) achieves a TSR level greater than 21% (over the three-year performance period) (the "Absolute Component"“Absolute Component”). For the 2020 OPP Plan (awarded for 2019 performance), we used a combination of the SNL US Office REIT Index (80%) and the SNL US Retail REIT Index (20%) for the Relative Component. To the extent awards would be earned under the Absolute Component, but the Company underperforms the Index by more than a specified margin, such awards earned under the Absolute Component would be reduced (and potentially fully negated) based on the degree to which the Company underperforms the Index. In certain circumstances, ifIndex with the maximum payout being 50% under the Absolute Component. If the Company outperforms the Index, but awards would not otherwise be earned under the Absolute Component, awards may still be earned under the Relative Component. Moreover, to the extent awards would otherwise be earned under the Relative Component but the Company fails to achieve at least a 3% per annum absolute TSR level, (6% for years prior to 2016), such awards earned under the Relative Component would be reduced based onreduced. If the Company's absolute TSR performance, with no awards being earned inis less than 0% the event the Company's TSR during the applicable measurement periodmaximum payout is 0% or negative, irrespective50% of the degree to which we may outperform the Index.total award regardless of relative performance. If the designated performance objectives are achieved, OPP Units are also subject to time-based vesting requirements.vesting. This creates in the aggregate, up to a five-year retention period (plus the additional one-year holdholding period for Executives) with respect to participants in the OPP. Even after achieving the performance thresholds, during the remaining two years until full vesting (plus the additional one-year hold period for Executives), holdersparticipants. Holders will continue to bear the same Share price and total return risk as our shareholders and be subject tohave the same "book-up"“book-up” requirements as apply to Restricted Units and which are described below. Share dividendDividend payments on awardsOPP Units issued accrue during the performance period and are paid to participants if and only if awards are ultimately earned based onearned.Performance Conditioned AO LTIP Units: “Performance Conditioned AO LTIP Units” are AO LTIP Units that require the achievement of the designated performance objectives. Furthermore,conditions by a specified date or they are forfeited. Performance Conditioned AO LTIP Units were only awarded in 2019 (for 2018 performance) and have been awarded only to our Senior Executives. The performance condition for the 2016 OPP, if the maximum awardPerformance Conditioned AO LTIP Units granted in 2019 is earned (through any combination of the Relative and Absolute Components), the number of units actually awarded will be based on the Share price which cause the award to be fully earned. In prior years, the number of units actually earned was based on the highest 30-day average of the Share price achieved during a 120-day measurement period preceding the end of the three-year performance period. 2016 PROXY STATEMENT VORNADO REALTY TRUST 31 41 2020 PROXY STATEMENT The following charts show somethat, prior to the fourth anniversary of grant, the Company’s Shares must trade (for 20 consecutive trading days) at a price at least 110% of the key componentsprice per Share on the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A common units of Vornado Realty L.P. in the same manner as other AO LTIP units until 10 years from grant.AO LTIPs. “AO LTIP Units” are limited partnership units in Vornado Realty L.P. that are intended to produce a substantially similar non-tax economic effect as that of options. AO LTIP Units are issued under the Appreciation-Only Long-Term Incentive Plan. In 2020, Awards of AO LTIP Units were awarded to executives other than our awardsSenior Executives. AO LTIP Units are potentially convertible into Class A Units of OPPVornado Realty L.P. and then are ultimately redeemable for Company Shares or cash at the option of the Company. AO LTIP Units are issued under our Omnibus Plan and may be convertible for illustration purposesup to a period of 10 years from grant. Awards of AO LTIP Units vest ratably over four years from grant. On the date of grant, each AO LTIP Unit has a strike price. That strike price is equal to or greater than the price of a Share on the date of grant. Each AO LTIP Unit, on exercise, is converted Class A Units that have a value equal to the excess of the closing price per Share on the date of conversion over the strike price. After a required two-year holding period, those Class A Units, in turn, may be redeemable by the holder for Shares or cash, at the option of the Company. Recipients of AO LTIPs do not receive any distributions on their outstanding AO LTIP awards.Restricted Shares and Units. “Restricted shares” are grants of Shares issued under our Omnibus Plan that generally vest in three or four equal annual installments beginning approximately one year after grant. “Restricted units” are grants of limited partnership interests in Vornado Realty L.P. under our Omnibus Plan. These units generally vest in three or four equal annual installments beginning approximately one year after grant and are exchangeable on a one-for-one basis into Vornado Realty L.P.’s Class A common units in certain circumstances. These circumstances principally include the requirement that Vornado Realty L.P. must have gone through certain tax “book-up” events whereby sufficient profits have been allocated to the restricted units so that they have the same capital account (and value) as Class A common units. In addition, there is a two-year holding requirement. Vornado Realty L.P.’s Class A common units can be redeemed for Shares on a one-for-one basis (or in cash at the Company’s option) with only (and notlimited restrictions, such as a projection60-day waiting period between when a redemption notice is given and when Shares may be delivered. Restricted units are intended to also provide recipients with better income tax attributes than restricted shares and unlike option grants, restricted units do not have a term at which they expire. During the restricted period, each restricted share or restricted unit entitles the recipient to receive payments equal to the dividends on one Share. Further, our Compensation Committee believes restricted equity awards are a key component of actual performance), present our most recent awards (madea balanced program, because a portion of each executive’s equity compensation retains value even in 2016) as if they had been fully earned at January 10, 2019.Earninga depressed market and Vesting of OPP Awards
In addition, senior executive officers, including all NEOs, are required to hold their earned and vested OPP Units for one year following vesting.Allocation of Wealth CreatedOn an absolute total shareholder return basis, our 2016 OPP is designed to award management with equity at the rate of 2% for every dollar of shareholder value created after returning the first 21%provides a baseline of value createdthat lessens the likelihood that executives will take unreasonable risks to shareholders over a three-yearkeep their performance period subject to a $50 million cap (ifequity award vehicles “in the full amount of the authorized OPP pool is actually awarded). While the earning of OPP awards not only requires performance under the Absolute Component, but also the Relative Component, for presentation purposes the table below is simplified to present only the results derived under the Absolute Component. Using this simplified format, the table below illustrates the rate at which OPP unitholders will share in the increases in shareholder value above the OPP initial share price along with shareholders and other unitholders.money.”Participation Percentage
in Shareholder Value
Creation under Terms of
the 2016 OPP for: 0% to 21% 21% to 35% Above 35% 100 % 98 % 100 % 0 % 2 % 0 % Options. None of our Named Executive Officers (or any other participant in our OPP) wasOptions. Since 2012, we have awarded stock options for 2015, 2014 or 2013 performance. The most recent option awardonly to such executives was in 2011 for 2010 performance. Executivesemployees who do not receive AO LTIP Units, OPP awards may receive awards of stock options.Awards or Performance Conditioned AO LTIP Units. Stock option awards issued under our 2010 Plan provide our executives the opportunity to purchase Shares at an exercise price determined on the date ofat grant. Historically, our stock option awards have either been in the form of at-the-money stock options, wherebywhere the option exercise price is equal to the market price of Shares on the date of grant, or in the form of premium stock options, wherebywhere the option exercise price is established at a level above the market price of Shares on the date ofat grant. In both instances, the market price of Shares must increase to a level above the option exercise price in order for the executives to achieve any value from their stock option awards. Generally, the stock options vest and become exercisable in equal annual installments over a four- or five-yearfour-year period beginning one year after the date of grant, and remain exercisable for a period of ten years from the date of grant. Our 2010Omnibus Plan (i) prohibits the granting of in-the-money stock options and (ii) prohibits, without shareholder approval, the repricing of outstanding stock options that have fallen out of the money. Recipients of stock options do not receive any dividends paid on Shares on their outstanding option awards. 32VORNADO REALTY TRUST2016 PROXY STATEMENT Restricted Shares and Units. "Restricted shares" are grants of Shares issued under our 2010 Plan that generally vest in three or four equal annual installments beginning approximately one year after the grant date. "Restricted units" are grants of limited partnership interests in Vornado Realty L.P., our operating partnership through which we conduct substantially all of our business. These units also generally vest in three or four equal annual installments beginning approximately one year after the grant date and are exchangeable on a one-for-one basis into Vornado Realty L.P.'s Class A common units in certain circumstances. These circumstances principally include the requirement that Vornado Realty L.P. must have gone through certain tax "book-up" events whereby sufficient profits have been allocated to the restricted units so that they have the same capital account (and value) as Class A common units. In addition, there is a two-year holding requirement. Vornado Realty L.P.'s Class A common units can be redeemed for Shares on a one-for-one basis (or for the equivalent value in cash at the Company's option) with only limited restrictions, such as a 60-day waiting period between the time that a redemption notice is given and the date that Shares may be delivered. Restricted units are intended to also provide recipients with better income tax attributes than restricted shares and unlike option grants, grants of restricted units do not have a term at which they expire. During the restricted period, each restricted share or restricted unit entitles the recipient to receive payments from the Company equal to the dividends on one Share. Restricted equity awards further contribute in aligning management and shareholder interests, and the multi-year vesting requirements ranging from three to five years aid in our efforts to retain our executives and key employees over the long term. Further, our Compensation Committee believes restricted equity awards are a key component of a balanced equity compensation program, because incorporating time-based restricted equity awards into the equity compensation mix, as opposed to an equity compensation program comprised solely of awards subject to performance-based vesting requirements, ensures that a portion of each executive's equity compensation retains value even in a depressed market and provides executives with a baseline of value that lessens the likelihood that executives will take unreasonable risks to keep their market-based performance equity award vehicles "in the money."We maintain two nonqualified deferred compensation plans, the Vornado Realty Trust Nonqualified Deferred Compensation Plan ("(“Plan I"I”) and the Vornado Realty Trust Nonqualified Deferred Compensation Plan II ("(“Plan II"II”). Plan I and Plan II are substantially similar, except that Plan II, which applies to deferrals on and after January 1, 2005, is designed to comply with the deferred compensation restrictions of Section 409A of the Internal Revenue Code of 1986, as amended.Employees having annual compensation of at least $200,000 are eligible tocan participate in Plan II, provided that they qualify as "accredited investors"are “accredited investors” under securities laws. Members of our Board of Trustees are also eligible to participate. To participate, 42 VORNADO REALTY TRUST 2020 PROXY STATEMENT an eligible individual must make an irrevocable election to defer at least $20,000 of his or her compensation (whether cash or equity) per year. Participant deferrals are always fully vested. The Company is permitted tomay make discretionary credits to the Plans on behalf of participants, but as yet has not done so. Deferrals are credited with earnings based on the rate of return of specific security investments or various "benchmark funds" selected by the individual,“benchmark funds”, some of which are based on the performance of the Company'sCompany’s securities.Participants may elect to have their deferrals credited toin a "Retirement Account"“Retirement Account” or a "Fixed“Fixed Date Account."” Retirement Accounts are generally payable following retirement or termination of employment. Fixed Date Accounts are generally payable at a time, selected by the participant, which is at least two full calendar years after the year for which deferrals are made. Participants may elect to receive distributions as a lump sum or in the form of annual installments over no more than 10 years. In the event of a change of control of the Company, all accounts become immediately payable in a lump sum. Plan I also permits a participant to withdraw all or a portion of his or her accountstheir account at any time, subject to a 10% withdrawal penalty. 2016 PROXY STATEMENTVORNADO REALTY TRUST33 We offer a 401(k) Retirement Plan to all of our employees in which we provide matching contributions (up to 75% of the statutory maximum but not more than 7.5% of cash compensation) that fully vest after five years of employment. We do not havesponsor any other retirement plan. Retirement plans are not a factor in our current compensation determinations.Perquisites and Other CompensationWe provide our Named Executive Officers with certainselect perquisites that we believe are reasonable and in line with the prevailing competitive market. These perquisites include supplemental life insurance and an allowance for financial counseling and tax preparation services for certain Named Executive Officers.Executives. Additionally, due to the location of our corporate offices in New York City and the extensive business-related travel requirements, we provide some of our Named Executive Officers, we provide certain of our Named Executive OfficersExecutives with the use of a car and/or driver. Providing a car and driver allows these executive officers to use their travel time efficiently and productively for business purposes including (i) telephonic meetings and (ii) visiting our properties and meeting with our tenants. Accordingly, we believe providing these benefits serves the best interests of our shareholders as it allows our executives to continue to focus on Company matters while traveling. While providing a car and driver does provide incidental personal benefit to the executive, the cost of this personal benefit constitutes only a small percentage of the executive's total compensation. Nevertheless, theThe amounts disclosed in this proxy statement for car and driver costs include the entire value of the benefit, both business purpose and personal.Equity Ownership GuidelinesIn order toTo further foster the strong ownership culture among our senior executive management team and ensure the continued direct alignment of management and shareholder interests, and consistent with emerging corporate governance trends, we have adopted executive equity ownership guidelines requiring that our NEOs and other members of our senior executive management team maintain a minimum ownership level of Shares or related Company equity.level. The equity ownership requirements (comprised of common Shares(Shares and certain securities convertible or redeemable for Shares) for our executives are as follows: Chairman and CEO 6 times his annual base salary All Other Executive Officers 3 times their annual base salarysalaries Executive officers have five years from the date of becoming an executive officer to satisfy the ownership requirement. All of our Named Executive Officers satisfy these guidelines.We have also adopted equity ownership guidelines for members of our Board of Trustees. Under the equity ownership guidelines, adopted for our Board of Trustees, all non-employee Trustees are required to maintain a minimum ownership level of Shares equal tohaving a value at least five times their annual cash retainer.retainers. Non-employee Trustees have five years from the time of initial election to satisfy the guidelines. All non-employee Trustees currently satisfy these guidelines or are expected to satisfy these guidelines.Comparison of 2013-2015 Total Direct2017-2019 Direct/Realizable CompensationUnder the rules and regulations of the SEC, eachEach year the "Summary“Summary Compensation Table"Table” must disclose the salary paid during that year, the annual incentive earned for that year and the equity-based, long-term incentive granted during that year, which for us representsis the equity-based, long-term incentive award earned for thepriorprior year. As discussed above, becauseBecause the equity-based payequity we award in the first quarter of each year (similar to the cash bonus paid in the first quarter of each year)quarter) was earned based on performance in the prior year, the SEC'sSEC’s approach prevents us from showing together all the pay—salary, annual cash incentive and the Fair Value of equity-based pay—earned for any one year. In order to provide our shareholders with the aggregate amount of compensationpotentially earnableearned by each Named Executive Officer for a given calendar year, we are including below a supplemental Total DirectDirect/Realizable Compensation Table. We believe the Total Direct Compensation Table enables a more meaningful year-over-year compensation comparison than the Summary Compensation Table presented 34VORNADO REALTY TRUST2016 PROXY STATEMENT ��� later in this proxy statement. The Total DirectDirect/Realizable Compensation Table consists of (i) the actual salary paid for the year, (ii) the annual incentives awarded for the year and (iii) the annual grant date fair valueFair Value of equity grants awarded for service and performance VORNADO REALTY TRUST 43 2020 PROXY STATEMENT for the year, irrespective of when such amounts ultimately were granted, paid and/or vested. This table illustrates one of the analyses undertaken by our Compensation Committee in determining each element of our Named Executive Officers' compensation for the particular year in light of such executive's performance during the year.granted. We also believe it demonstrates further the ongoing correlation between the executive'sexecutive’s pay and overall Company performance.The principal difference between the Total DirectDirect/Realizable Compensation Table and the Summary Compensation Table is that the Total DirectDirect/Realizable Compensation Table achieves "applesan “apples to apples"apples” presentation of both cash and equity-based incentives by showing the value of equity awards in the performance year to which such grants relate, rather than in the year in which such grants were made, as reflected in the Summary Compensation Table.made. Other companies may calculate Total DirectDirect/Realizable Compensation differently than we do.Direct The table presented below should is not a substitute for, and should be read in conjunction with, the Summary Compensation Table.Direct/RealizableCompensation TableThe Total DirectDirect/Realizable Compensation earned by our Named Executive Officers for the 2013-20152017-2019 period was as follows: Name Year Salary
($)(1) Cash
Bonus
($) Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus
($)(2) Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation
($)(3) Grant Date
Fair Value of
At-Risk
Multi-Year
Performance-
Based
Awards ($)(4) Total
Direct/
Realizable
Compensation
($)(5) Steven Roth 2019 880,003 — 834,021 4,503,967 4,869,255 11,087,246 2018 1,000,000 — 825,017 4,566,451 4,806,790 11,198,258 2017 1,000,000 — 825,047 3,800,024 5,613,559 11,238,630 Joseph Macnow 2019 1,000,000 — 1,042,512 985,303 1,065,152 4,092,967 2018 1,000,000 — 1,031,258 998,963 1,051,509 4,081,730 2017 1,000,000 — 1,031,295 831,306 1,227,966 4,090,567 Michael J. Franco(6) 2019 1,000,000 750,000 625,530 6,157,536 1,521,696 10,054,762 2018 1,000,000 750,000 618,776 1,427,020 1,502,169 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 1,754,237 5,310,589 Haim H. Chera(7) 2019 676,923 1,500,000 — 24,693,476 450,000 27,320,399 Glen J. Weiss(6) 2019 1,000,000 1,000,000 — 5,265,406 1,063,800 8,329,206 (1)Name Year Salary Cash
Incentive Grant Date
Fair Value of
Restricted
Unit Awards
in Lieu of
Cash Bonus Grant Date
Fair Value of
Restricted Unit
Awards as
Long-Term
Equity
Compensation Grant Date
Fair Value of
At-Risk,
Multi-Year
Performance-
Based
OPP Awards(1) Total Direct
Compensation(2) 2015 $ 1,000,000 $ 1,000,000 — $ 3,800,033 $ 5,050,847 $ 10,850,880 2014 $ 1,000,000 $ 1,001,900 — $ 3,800,051 $ 4,000,000 $ 9,801,951 2013 $ 1,000,000 $ 20,900 $ 950,086 $ 2,612,563 $ 2,750,000 $ 7,333,549
2015
$
1,000,000
$
250,000
$
237,585
$
285,013
$
378,814
$
2,151,412 2014 $ 1,000,000 $ 251,900 $ 237,555 $ 285,019 $ 300,000 $ 2,074,474 2013 $ 538,462 $ 359,500 $ 138,627 $ 138,627 $ 145,833 $ 1,321,049
2015
$
1,000,000
$
800,000
$
950,074
$
1,282,517
$
1,704,661
$
5,737,252 2014 $ 1,000,000 $ 801,900 $ 950,101 $ 1,282,583 $ 1,350,000 $ 5,384,584 2013 $ 1,000,000 $ 820,900 $ 950,086 $ 807,556 $ 850,000 $ 4,428,542
2015
$
1,000,000
$
811,043
$
712,578
$
1,187,571
$
1,578,390
$
5,289,582 2014 $ 1,000,000 $ 815,857 $ 712,546 $ 1,187,538 $ 1,250,000 $ 4,965,941
2015
$
1,000,000
$
500,000
$
712,578
$
831,282
$
1,104,873
$
4,148,733 2014 $ 1,000,000 $ 501,900 $ 712,546 $ 831,265 $ 875,000 $ 3,920,711 2013 $ 1,000,000 $ 520,900 $ 712,565 $ 593,804 $ 625,000 $ 3,452,269 (1)RepresentsThe information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated. Mr. Roth elected to receive 80% of his salary in the form of restricted units with a grant date fair value of $680,003, which is reflected in this column. The aggregate nominal value of his 2019 salary is $1,000,000.(2)Represents the Grant Date Fair Value of restricted units granted in lieu of cash bonuses for services that are rendered in the year indicated that are awarded in the first quarter of the next succeeding year.(3)Represents the Grant Date Fair Value of restricted units awarded in the first quarter of the next succeeding year.(4)For 2019, represents the Grant Date Fair Value of each Named Executive Officer's allocationOfficer’s award of OPP Units in 2020 for 2019 performance. For 2018, represents the Grant Date Fair Value of Performance Conditioned AO LTIP Units awarded in 2019 for 2018 performance. For 2017, represents the Grant Date Fair Value of each Named Executive Officer’s award of OPP Units (for 2016 2015 and 2014, respectively, under the OPP, which is a performance-based program under which participants may earn equity compensation awards if and only if certain absolute and/or relative TSR objectives are achieved over a three-year performance period.performance).(5)(2)Does not include the value of certain perquisites such as financial counseling and tax services, supplemental life insurance or automobile benefits provided to certain of our Named Executive Officers. The total value of thethese perquisites represents a de minimis component of total compensation.(6)Amounts for Mr. Franco and Mr. Weiss for 2019 under “Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation” include a one-time grant of restricted units with an aggregate Grant Date Fair Value of $4,750,029 each in connection with the Promotions.(7)Amounts for Mr. Chera for 2019 under “Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation” include a one-time grant of restricted units with an aggregate Grant Date Fair Value of $24,224,961 as the Inducement Grant in connection with his hiring in April 2019. 44 2016 PROXY STATEMENT VORNADO REALTY TRUST 2020 PROXY STATEMENT 35Comparison of Realized Compensation with Direct/Realizable CompensationThe following table illustrates pay awarded to and earned by each of the Named Executive Officers for service and performance from 2017 through 2019. This table is prepared on the same basis as the Direct/Realizable Compensation Table” except that the value actually realized from the respective performance-based compensation maturing each applicable year is shown instead of the accounting cost of what was awarded. Our Compensation Committee believes that “realized compensation” is an important metric to consider when determining whether our compensation program achieves its goals of alignment with shareholder interests.The amounts reported below meaningfully differ from the amounts determined under SEC rules and reported in the “Summary Compensation Table.” This table is not a substitute for, and should be read in conjunction with, the “Summary Compensation Table.”Realized Compensation TableThe Realized Compensation and Direct/Realizable Compensation earned by our Named Executive Officers for the 2017-2019 period were as follows: Name Year Salary
($)(1) Cash
Bonus
($) Grant Date
Fair Value of
Restricted
Unit Awards in
Lieu of Cash
Bonus
($)(2) Grant Date
Fair Value of
Restricted
Unit Awards
as Long-Term
Equity
Compensation
($)(3) OPP
Awards
(Value
Earned)
($)(4) Total
Realized
Compensation
($)(5 ) Total
Direct/
Realizable
Compensation
($)(5) Steven Roth 2019 880,003 — 834,021 4,503,967 — 6,217,991 11,087,246 2018 1,000,000 — 825,017 4,566,451 — 6,391,468 11,198,258 2017 1,000,000 — 825,047 3,800,024 — 5,625,071 11,238,630 Joseph Macnow 2019 1,000,000 — 1,042,512 985,303 — 3,027,815 4,092,967 2018 1,000,000 — 1,031,258 998,963 — 3,030,221 4,081,730 2017 1,000,000 — 1,031,295 831,306 — 2,862,601 4,090,567 Michael J. Franco(6) 2019 1,000,000 750,000 625,530 6,157,536 — 8,533,066 10,054,762 2018 1,000,000 750,000 618,776 1,427,020 — 3,795,796 5,297,965 2017 1,000,000 750,000 618,800 1,187,552 — 3,556,352 5,310,589 Haim H. Chera(7) 2019 676,923 1,500,000 — 24,693,476 — 26,870,399 27,320,399 Glen J. Weiss(6) 2019 1,000,000 1,000,000 — 5,265,406 — 7,265,406 8,329,206 (1)The information provided includes the value of grants of restricted units in lieu of cash salary for services that are rendered in the year indicated. Mr. Roth elected to receive 80% of his salary in the form of restricted units with a grant date fair value of $680,003, which is reflected in this column. The aggregate nominal value of his 2019 salary is $1,000,000.(2)Represents the Grant Date Fair Value of restricted units granted in lieu of cash bonuses for services that are rendered in the year indicated that are awarded in the first quarter of the next succeeding year.(3)Represents the Grant Date Fair Value of restricted units awarded in the first quarter of the next succeeding year.(4)Represents the value earned (realized) for the OPP Units awarded in 2016, 2015 and 2014, respectively.(5 )Does not include the value of certain perquisites such as financial counseling and tax services, supplemental life insurance or automobile benefits provided to certain of our Named Executive Officers. The total value of these perquisites represents a de minimis component of total compensation.(6)Amounts for Mr. Franco and Mr. Weiss for 2019 under “Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation” include a one-time grant of restricted units with an aggregate Grant Date Fair Value of $4,750,029 each in connection with the Promotions.(7)Amounts for Mr. Chera for 2019 under “Grant Date Fair Value of Restricted Unit Awards as Long-Term Equity Compensation” include a one-time grant of restricted units with an aggregate Grant Date Fair Value of $24,224,961 as the Inducement Grant in connection with his hiring in April 2019.Current Year Compensation DecisionsAs explained above, weWe generally make our incentive compensation decisions generally in the first quarter of a fiscal year with respect to the prior year. In addition, in the first quarter of 2016,2020, we established the 20162020 performance thresholds and caps for our formula-based short-term annual incentive program. VORNADO REALTY TRUST 45 2020 PROXY STATEMENT The compensation levels discussed in this Compensation Discussion and Analysis section are not directly comparable to the amounts presented in the Summary“Summary Compensation Table later in this proxy statement for the reasons discussed above under "How We Determine Executive Compensation" and "Comparison of 2013-2015 Total Direct Compensation."In addition, in the discussion below, when we discuss the "Fair Value"“Fair Value” of equity awards, we refer to the "fair value" for such awards“fair value” is determined in accordance with applicable securities and accounting rules (excluding the impact of estimated forfeitures related to service-based vesting conditions). Fair Value is the method used for presenting values for equity awards in our "Summary“Summary Compensation Table"Table” and elsewhere under "Executive“Executive Compensation."” When we discuss the "Market Value"“Market Value” of equity awards, we refer to values based on the market price of our Shares at the date of grant (the values considered by our Compensation Committee in making compensation decisions).Total Compensation of Our CEOOverall, for 2015, Mr. Roth's total compensation (with equity determined at Fair Value)For 2019, Mr. Roth’s total direct/realizable compensation was $10,850,880,$11,087,246 compared to $9,801,951$11,198,258 in the prior year, (a 10.7% increase). However, as discussed earlier, the aggregate value for all ofa 1.0% decrease. For 2019, Mr. Roth'sRoth’s total realized compensation other than OPP awards did not increase from 2014 to 2015 and the total dollar value of the long-term incentive award potentially earnable (the "Notional Amount") of the OPP awards made to Mr. Roth for 2015 was unchanged from 2014. Accordingly, the increase in compensation for Mr. Roth from 2014 to 2015 was due solely to an increase in the accounting cost for OPP awards with the same notional value. For 2014, Mr. Roth's total compensation (with equity determined at Fair Value) was $9,801,951,$6,217,991 compared to $7,333,549$6,391,468 in the prior year, (a 33.7% increase). Our one-year TSR for 2015a 2.7% decrease. For 2018, Mr. Roth’s total direct/realizable compensation was -3.9% and for 2014 was 36.4%. In the aggregate over the two years of 2014 and 2015, our TSR was 31.1%$11,198,258 compared to an increase$11,238,630 in the prior year, a 0.4% decrease. For 2018, Mr. Roth’s total realized compensation of our CEO of 48.0% (33.6%, if you exclude the effect of the increasewas $6,391,468 compared to $5,625,071 in the accounting cost forprior year, a 13.6% increase. For 2017, Mr. Roth’s total direct/realizable compensation was $11,238,630 compared to $11,151,750 in the OPP award made for 2015 despite it having the same Notional Amount as the award for 2014).Mr. Roth'sRoth’s salary, incentives and equity awards were based on an evaluation of those factors previously described and were approved by the Compensation Committee. Among the factors considered, both objective and subjective, were the strategic position of the Company, the changes in the Company'sCompany’s operating and performance metrics over the applicable period (Comparable EBITDA and Comparable(NOI at share, FFO, as adjusted and FFO per Share), our TSR over the applicable period and the other factors previously described. These factors were considered as a whole, and no numerical weight was attributed to any particular factor. The majority of Mr. Roth'sRoth’s compensation is in the form of equity to further align his interests with those of our shareholders.Cash Compensation of Our CEOMr. Roth has served as our CEO fromsince April 15, 2013. Mr. Roth'sRoth’s base salary of $1,000,000 was established in March 2001 and has remained unchanged since then. Mr. Roth's short-term annual incentive (also referred to as his "bonus") for 2015 (awarded in 2016) and for 2014 (awarded in 2015) was paid in cash while in 2013 (awarded in 2014), the incentive was principally in the form of equity. HisRoth’s total cash compensation for 2015, 20142019, 2018 and 20132017 was $2,000,000, $2,001,900$200,000, $1,000,000 and $1,020,900,$1,000,000, respectively.Equity Compensation of Our CEOMr. Roth'sRoth’s long-term equity incentive compensation award for 20152019 performance (granted in 2016)2020) was 165,626a combination of OPP Unitsunits and 43,025 restricted units (collectively having a Market Value of $9,050,881).units. The aggregate Fair Value at the date of grant of these OPP Units and restricted units was $8,850,880$9,373,222 and represents a 36VORNADO REALTY TRUST2016 PROXY STATEMENT 13.5%no increase in the aggregate valueFair Value of long-term equity grants of restricted and OPP units compared to the prior year. For 2014 performance,In addition, Mr. Roth was granted (in 2015) long-term equity incentive compensationelected to receive all of 112,920 OPP Units and 32,265his annual bonus for 2019 (awarded in 2020) in the form of 14,957 restricted units (collectively having a Market Value and Fair Value of $8,000,053).$1,000,025 and $834,021, respectively, on the date of grant. Equity received in lieu of cash bonus is included in the short-term bonus column of the Summary Compensation Table. Mr. Roth’s long-term equity incentive award for 2018 performance (granted in 2019) was a combination of Performance Conditioned AO LTIP Units and restricted units. The aggregate Fair Value at the date of grant of these OPP and restricted units was $7,800,051$9,373,241 and represents a 45.5% increase0.4% decrease in the aggregate value of long-term equity grants of restricted and OPP units compared to the prior year. For 2013 performance, Mr. Roth was granted (in 2014) long-term equity incentive compensation of 86,314 OPP units and 30,166 restricted units (collectively having a Market Value of $5,500,043). The aggregate Fair Value at the date of grant of these OPP and restricted units was $5,362,563 and represented a 0.001% increase in the aggregate value of long-term equity grants of OPP units and restricted units granted as compared to the prior year. In addition, Mr. Roth'sRoth elected to receive all of his annual bonus paid for 20132018 (awarded in 2014) was paid2019) in the form of 15,509 restricted units having a Market Value and Fair Value of approximately $950,000.$1,000,020 and $825,017, respectively, on the date of grant. Mr. Roth’s long-term equity award for 2017 performance (granted in 2018) was a combination of OPP Units and restricted units. The numberFair Value at the date of restricted units awardedgrant was $9,413,583 and represents a 3.4% increase in Fair Value compared to Mr. Roth in lieu of cash bonus for 2013 was 10,952.Basis for Compensation of Other Named Executive OfficersFor our other Named Executive Officers (Messrs. Theriot, Greenbaum,Macnow, Franco, Chera and Macnow)Weiss), such executive's salary, annual incentive and long-term equity awards were based on an evaluation of those factors previously described and were approved by the Compensation Committee. Among the factors considered, both objectively and subjectively, were the strategic position of the Company, the changes in the Company's operating and performance metrics over the applicable period (Comparable EBITDA and Comparable(NOI at share, FFO and FFO, as adjusted, per Share), our TSR over the applicable period and the other factors previously mentioned.factors. With regard to Messrs. TheriotMacnow and Macnow,Franco, we considered these factors as they apply to our Company as a whole as their responsibilities are company-wide. For 46 VORNADO REALTY TRUST 2020 PROXY STATEMENT Messrs. GreenbaumWeiss and Franco,Chera, we also considered these factors as they pertain tofor the division which such executive heads. Mr. Greenbaum is President—New York Division and Mr. Franco is Executive Vice President—Chief Investment Officer. In all cases, these factors were considered as a whole and no numerical weight was attributed to any particular factor. In the aggregate, total compensation (with equity determined at Fair Value) awarded to these Named Executive OfficersSame Store NEOs for 2015 increased2019 decreased by 6%1.0% as compared to the prior year.Other Compensation Policies and PracticesEquity Grant PracticesAll of our equity-based compensation awards are made under our shareholder-approved 2010Omnibus Plan. The 2010Our 2019 Omnibus Share Plan provided that we were able to issue(our current plan, the “2019 Plan”) provides up to 6,000,0005,500,000 Share equivalents with each award of a Share (or other securities that have the value equivalent to one Share when earned or vested)equivalent) counting as one Share equivalent, and each award of an option to acquire our Shares (or other securities that by their terms require the payment of an exercise price or deduction of a strike price) counting as one-half of a Share equivalent. Under the 20102019 Plan, the exercise price of each stock option awarded must be (or must have been) no less than the average of the high and low price of our Shares on the New York Stock Exchange ondate that the date granted by the Compensation Committee.award was granted. The vast majority of our equity awards are determined and granted in the first quarter of each year at the same time as management and the Compensation Committee conclude their annual evaluation of the performance of our senior executive management team as a group and each executive individually.year. In addition, and from time to time, additional equity awards may be granted in connection with new hires or promotions. We have never repriced options and our 2010Omnibus Plan does not permit repricing of options without shareholder approval.Employment, Severance and Change of Control AgreementsWe do, from time to time, enter into employment agreements with some members of our senior executive management team. Otherwise, our senior executive management team and other employees serve "at will." Except as may be provided in these employment agreements or pursuant to our compensation plans generally, we have not entered into any separate severance or change of control agreements. For those of our senior executive management team who have employment agreements, these agreements generally provide for a severance payment (for termination by us without cause or by the executive with good reason (each as 2016 PROXY STATEMENTVORNADO REALTY TRUST37 applicable employment agreement and further described below under "Employment Contracts")“Employment Contracts”) and change of control payment (if employment is terminated following a change of control) in the range of one to three times the applicable executive'sexecutive’s annual salary and incentive. Since 2012, the agreements evidencing awards under the 2010 Plan have provided for the satisfaction of a "double trigger" as a condition to the acceleration of the vesting of any unvested equity awards. These change of control arrangements are designed to compensate management in the event of a termination following a fundamental change in the Company, their employer, and to provide an incentive to these executives to continue with the Company at least through such time. Severance and change of control arrangements do not generally affect other compensation arrangements for a particular period. A more complete description of employment agreements, severance and change of control arrangements pertaining to the Named Executive Officers is set forth under "Employment Contracts"“Employment Contracts” and "Severance“Severance and Change of Control Arrangements."Tax Deductibility of CompensationThe tax efficiency of compensation is one of many factors that enter into the design of our compensation programs. We look at a combination of the rates at which our executives will be taxed and the value of any deduction that we may be entitled to when developing our approach to compensation. We believe that the limitationlimitations of Section 162(m) of the Internal Revenue Code (which limits the corporate tax deduction for certain executive officer compensation that exceeds $1 million a year) does not apply to most of the compensation we paid to our Named Executive Officers for 20142019 and only a small portion of their compensation may not be deductible due to that limitation. VORNADO REALTY TRUST 47 2020 PROXY STATEMENT COMPENSATION COMMITTEE REPORTThe Compensation Committee of the Board of Trustees of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"“Company”), has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the Securities and Exchange Commission with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015.2019.The Compensation Committee of the Board of Trustees:DANIEL R. TISCH
WILLIAM W. HELMAN IV
DR. RICHARD R. WESTThe Compensation Committee of the Boardof Trustees:MICHAEL LYNNEDANIEL R. TISCHDR. RICHARD R. WEST 48 38 VORNADO REALTY TRUST 20162020 PROXY STATEMENT EXECUTIVE COMPENSATIONThe following table sets forth (in accordance with the reporting requirements of the SEC) the compensation of each of the Company'sCompany’s Chief Executive Officer, Chief Financial Officer and the three other most highly-compensated executive officers for 2015, 20142019, 2018, and 20132017 (the "Named“Named Executive Officers"Officers” or “NEOs”).Summary Compensation TableName and Principal
Position Year Salary
($)(1) Cash and/or
Equity
Bonus
($)(2) Restricted
Share/Unit
Awards
($)(3) Option
Awards
($)(3) Non-
Equity
Incentive
Plan
Compen-
sation
($) Changes in
Pension
Value
and
Non-qualified
Deferred
Compensation
Earnings ($) All
Other
Compen-
sation
($)(4) Total ($) Steven Roth
Chairman and
Chief Executive Officer (Principal Executive Officer) 2019 880,003 834,021 4,566,451 4,806,790 — — 379,620 11,466,885 2018 1,000,000 825,017 9,413,583 — — — 360,670 11,599,270 2017 1,000,000 950,055 9,107,588 — — — 359,930 11,417,573 Joseph Macnow
Chief Financial Officer (Principal Financial Officer) 2019 1,000,000 1,042,512 998,963 1,051,509 — — 370,519 4,463,503 2018 1,000,000 1,031,258 2,059,272 — — — 366,248 4,456,778 2017 1,000,000 1,187,552 1,992,325 — — — 359,240 4,539,117 Michael J. Franco
President (since
April 3, 2019 and
prior to that Chief
Investment Officer) 2019 1,000,000 1,375,530 6,177,049 1,502,169 — — 42,541 10,097,289 2018 1,000,000 1,368,776 2,941,789 — �� — — 37,627 5,348,192 2017 1,000,000 1,462,557 2,846,165 — — — 32,884 5,341,606 Haim H. Chera
Executive Vice President—Head
of Retail (since April 18, 2019) 2019 676,923 1,500,000 24,224,961 — — — 86,905 26,488,789 Glen J. Weiss
Executive Vice
President—Head of
Office Leasing,
Co-Head of Real
Estate (since
April 3, 2019 and
prior to that
Executive Vice
President—Office
Leasing) 2019 1,000,000 1,000,000 5,106,294 375,003 — — 23,979 7,505,276 (1)Name and
Principal
Position Year Salary
($) Cash
Bonus
($)(1) Restricted
Share/Unit
Awards
($)(2) Option
Awards
($)(2) Non-Equity
Incentive
Plan
Compen-
sation
($)(3) Changes in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($) All Other
Compen-
sation
($)(4) Total ($) 2015 1,000,000 1,000,000 7,800,051 — 4,626 — 326,530 10,131,207 2014 1,000,000 1,001,900 6,312,649 — — — 329,912 8,644,461 2013 1,000,000 20,900 6,312,540 — — — 329,308 7,662,748
2015
1,000,000
250,000
822,573
—
—
—
23,873
2,096,446 2014 1,000,000 251,900 423,086 — — — 23,123 1,698,109 2013 538,462 359,500 — — — — 7,552 905,514
2015
1,000,000
800,000
3,582,684
—
—
—
268,508
5,651,192 2014 1,000,000 801,900 2,607,642 — — — 245,903 4,655,445 2013 1,000,000 820,900 2,120,024 — — — 247,235 4,188,159
2015
1,000,000
811,043
3,150,084
—
—
—
32,884
4,994,011 2014 1,000,000 815,857 5,268,974 — — — 32,509 7,117,340
2015
1,000,000
500,000
2,418,811
—
—
—
358,570
4,277,381 2014 1,000,000 501,900 1,931,368 — — — 352,269 3,785,537 2013 1,000,000 520,900 1,687,566 — — — 328,226 3,536,692 (1)(2)The information provided includes cash bonuses and the value of grants of restricted units in lieu of cash bonuses for services that are rendered in the year indicated and are awarded in the first quarter of the next succeeding year. Per his employment agreement,Neither of Messrs. Roth and Macnow (at their election) received a cash bonus for 2019, 2018 or 2017. In lieu of a 2019 cash bonus, Messrs. Roth and Macnow were awarded, on January 13, 2020, restricted units with a grant date fair value of $834,021 and $1,042,512, respectively, which, is reflected in this column for 2019. In lieu of a 2018 cash bonus, Messrs. Roth and Macnow were awarded, on January 14, 2019, restricted units with a grant date fair value of $825,017 and $1,031,258, respectively, which is reflected in this column for 2018. In lieu of a 2017 cash bonus, Messrs. Roth and Macnow were awarded, on March 15, 2018, restricted units with a grant date fair value of $950,055 and $1,187,552, respectively. On January 13, 2020, January 14, 2019 and on March 15, 2018, Mr. Franco is to receivealso received restricted units with a grant date fair value of $625,530, $618,776 and $712,557, respectively, in lieu of a portion of his 2019, 2018 and 2017 cash bonuses.(3)For 2019, the amounts included in this column for Messrs. Franco and Weiss include a one-time grant of restricted units with an additional bonus equal toaggregate Grant Date Fair Value of $4,750,029 each in connection with the dividend equivalentPromotions. Mr. Chera was hired in 2019 and, in conjunction therewith, received a one-time grant of restricted units with respect to an additional equity awarda Grant Date Fair Value of $2,000,000 he is to receive in 2017. This amount was $61,043 in 2015 and $63,957 in 2014.(2)tablecolumn includes the value of grants of Restricted Units in lieu of cash bonuses, Restricted Units and OPP Units madegranted during the applicable period. Information presented in these columns reflects the aggregate VORNADO REALTY TRUST 49 2020 PROXY STATEMENT grant date fair value of equity awards granted in the applicable fiscal year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 1415 to our consolidated financial statements included in our Annual Report on Form 10-K (the "Form 10-K"“Form 10-K”) for the applicable fiscal year2019 as filed with the SEC. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Dividends or dividend equivalents are paid on both the vested and unvested portion of restricted share and restricted unit awards. In accordance with applicable SEC rules, amounts shown include the impact of bonuses paid in equity in the year actually granted. For the Named Executive Officers, the Restricted Share/Unit Awards set forth above reflect the grant of equity-based bonusesexclude restricted units that were granted in lieu of cash, where applicable in 2015, 2014 and 2013, respectively,bonuses, which are reflected in the following amounts: Mr. Roth—$0, $950,086“Bonus” column. Furthermore, as required by SEC rules, the amounts presented in this column also include the Grant Date Fair Value of both restricted unit awards and $950,005; Mr. Theriot—$237,555 (2015)of performance awards (such as our OPP awards). For 2019, 2018, and $138,627(2014);2017, the Grant Date Fair Value of time-based restricted unit awards and the Grant Date Fair Value of OPP awards were as follows: Year Restricted Unit Awards
Other than Awards
In Lieu of Cash Bonus($) OPP Awards($) AO LTIP
Awards($) Steven Roth 2019 4,566,451 — 4,806,790 2018 3,800,024 5,613,559 — 2017 3,800,082 5,307,506 — Joseph Macnow 2019 998,963 — 1,051,509 2018 831,306 1,227,966 — 2017 831,308 1,161,017 — Michael J. Franco 2019 6,177,049 — 1,502,169 2018 1,187,552 1,754,237 — 2017 1,187,569 1,658,596 — Haim H. Chera 2019 24,224,961 — — Glen J. Weiss 2019 5,106,294 — 375,003 (4) 2016 PROXY STATEMENTVORNADO REALTY TRUST39 Mr. Greenbaum—$950,101, $950,086 and $950,005; Mr. Franco—$712,546 (2015) and $712,565 (2014); and Mr. Macnow—$712,546, $712,565 and $712,524.(3)Represents awards for long-term service with the Company.(4)All Other Compensation TableThe following table describes each component of the All Other Compensation column in the Summary Compensation Table.Name Year Use of Car
and Driver($)(1) Supplemental
Life Insurance
Premiums ($) Reimbursement
for Medical/
Dental Not
Covered ($) Tax and
Financial
Planning
Assistance
Per
Employment
Contract ($) Matching 401(k)
Contribution ($) Total
($) Steven Roth 2019 317,269 43,601 — — 18,750 379,620 2018 298,119 44,176 — — 18,375 360,670 2017 297,319 44,611 — — 18,000 359,930 Joseph Macnow 2019 191,831 144,938 — 15,000 18,750 370,519 2018 187,935 144,938 — 15,000 18,375 366,248 2017 181,302 144,938 — 15,000 18,000 359,240 Michael J. Franco 2019 14,908 8,883 — — 18,750 42,541 2018 14,870 8,882 — — 13,875 37,627 2017 12,000 7,384 — — 13,500 32,884 Haim H. Chera 2019 71,405 — — — 15,500 86,905 Glen J. Weiss 2019 — 9,729 — — 14,250 23,979 (1)Name Year Use of Car
and Driver
($)(1) Supplemental
Life
Insurance
Premiums
($) Reimbursement
For Medical/
Dental Not
Covered
($) Severance
($) Tax and
Financial Planning
Assistance Per
Employment
Contract
($) Matching
401(k)
Contribution
($) Total ($) 2015 261,724 46,806 — — — 18,000 326,530 2014 261,671 50,991 — — — 17,250 329,912 2013 260,562 51,496 — — — 17,250 329,308
2015
—
5,873
—
—
—
18,000
23,873 2014 — 5,873 — — — 17,250 23,123 2013 — 4,525 — — — 3,027 7,552
2015
191,481
34,027
10,000
—
15,000
18,000
268,508 2014 167,454 36,199 10,000 — 15,000 17,250 245,903 2013 169,077 35,908 10,000 — 15,000 17,250 247,235
2015
12,000
7,384
—
—
—
13,500
32,884 2014 12,000 7,384 — — — 13,125 32,509
2015
187,805
137,765
—
—
15,000
18,000
358,570 2014 182,254 137,765 — — 15,000 17,250 352,269 2013 170,116 125,860 — — 15,000 17,250 328,226 (1)(for(other than for Messrs. Roth, GreenbaumFranco and Macnow)Weiss) a driver. Each such Named Executive Officer has used the car and driver for both business and personal purposes and the amounts shown for such executive reflect the aggregate incremental cost to the Company for the car, driver and related expenses without allocating costs between business and personal uses. See also "Certain“Certain Other Transactions or Relationships"Relationships” for additional information regarding certain of our Named Executive Officers. 50 40 VORNADO REALTY TRUST 20162020 PROXY STATEMENT Grants of Plan-Based Awards in 2015The following table lists all grants of plan-based awards to the Named Executive Officers made in 20152019 and their grant date fair value. AO LTIP Award Name Grant Date All Other Option
Awards: Number
of Securities
Underlying
Options(1) Exercise or Base
Price of Option
Award(1) All Other Stock
Awards: Number
of Units (#)(2) Grant Date Fair
Value of Awards
($)(3) Steven Roth 01/14/19 265,824 $62.6188 01/14/19 102,463 6,071,471 Joseph Macnow 01/14/19 58,150 $62.6188 01/14/19 35,694 2,030,221 Michael J. Franco 01/14/19 83,072 $62.6188 01/14/19 34,928 2,045,796 06/10/19(4) 73,649 4,750,029 Haim H. Chera 06/10/19(5) — — 375,607 24,224,961 Glen J. Weiss 01/14/19 22,741 $62.6188 01/14/19 5,816 356,265 06/10/19(4) 73,649 4,750,029 (1)Name Grant
Date All Other Share/Unit
Awards: Number of
Shares of Stock or
Units (#)(1) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) Exercise
or Base
Price of
Option
Awards
($/Sh)(2) Grant Date
Fair Value of
Awards ($)(3) 1/14/15 145,185 — — 7,800,051 1/14/15 12,906 — — 585,019 1/14/15 57,067 — — 2,632,583 1/14/15 51,420 — — 2,437,538 1/14/15 37,809 — — 1,706,265 (1)(2)The information presented in this column represents the number of restricted units and OPP units that were granted to the Named Executive Officers. Restricted units are a separate class of units in Vornado Realty L.P. which will be convertible into Class A common units of Vornado Realty L.P. and will be ultimately redeemable for, at our option, cash or our Shares on a one-for-one basis. On January 14, 2016, the Named Executive Officers were granted the following numbers ofThese restricted units and OPP Units (which have not been earned), respectively (for services rendered in 2015): Steven Roth, 43,025 and 165,626; Stephen W. Theriot, 5,917 and 12,422; David R. Greenbaum, 25,278 and 55,899; Michael J. Franco, 21,514 and 51,758; and Joseph Macnow, 17,480 and 36,231.vest ratably over four years. A portion of these grants (other than for Mr. Roth) represents the grant of restricted units in lieu of cash bonus. Thebonus for the previous year which vest on grant. A portion of these grants represents the grants of restricted units in lieu of cash salary for the year in which granted. These units vest ratably over four years. The awardsthroughout 2019 subject to the continued employment of OPP Units, if earned, vest ratably in the third, fourth and fifth year from the date of grant.(2)werehave been granted to the Named Executive Officers in 2015.since 2011.(3)(3)The amounts presented in this column represent the full grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the Named Executive Officers in 2015.2019. Pursuant to the rules and regulations of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value, including the impact of estimated forfeitures related to service-based vesting conditions, is the amount we would expense in our consolidated financial statements over the award'saward’s vesting schedule. For additional information on our value assumptions, refer to footnote 1415 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015,2019, as filed with the SEC. 2016 PROXY STATEMENTVORNADO REALTY TRUST41 (4)One-time promotion grant, vests in full on June 10, 2023.(5)Inducement grant, vests 20% on grant date, 40% on June 10, 2022 and 40% on June 10, 2023.Outstanding Equity Awards at Year-EndThe following tables summarizetable summarizes the number and value of equity awards held at December 31, 20152019 and the aggregate option exercises in 20152019 by, and sharesrestricted unit awards that vested in 20152019 for, the Named Executive Officers. Pursuant to the terms of our omnibus share plans, the exercise price and number of sharesShares underlying options originally made at any date of grant may be adjusted to compensate the holder for special or extraordinary dividends that may be subsequently declared. The following table reflects such adjustments. Option Awards Share and Unit Awards Name and
Applicable
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market Value
of Shares
or Units That
Have Not
Vested ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($) (1) 35,683 3,566,873 112,920 11,287,483 (1) 34,065 3,405,137 114,501 11,445,520 (1) 55,958 5,593,562 67,038 6,701,118 (1) 74,557 7,452,718 (2) 152,673 81.82 2/27/21 (2) 231,976 64.78 3/11/20 (3) 336,197 30.17 2/27/19 (1) 4,907 490,504 8,469 846,561 (1) 2,652 265,094 6,072 606,957 (1) 20,965 2,095,661 38,110 3,809,476 (1) 16,807 1,680,028 35,391 3,537,684 (1) 17,413 1,740,603 14,627 1,462,115 (1) 16,723 1,671,631 (2) 25,444 81.82 2/27/21 (2) 132,572 64.78 3/11/20 (3) 44,825 30.17 2/27/19 (1) 17,842 1,783,486 35,287 3,527,289 (1) 38,986 3,897,041 36,432 3,641,743 (1) 13,955 1,394,942 12,189 1,218,412 (1) 14,604 1,459,816 (2) 6,361 81.82 2/27/21 (2) 59,389 72.96 12/10/20 (table continued on following page) 42 VORNADO REALTY TRUST 2016 PROXY STATEMENT 51 2020 PROXY STATEMENT Option Awards Share and Unit Awards Name and
Applicable
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market Value
of Shares
or Units That
Have Not
Vested ($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($) (1) 14,497 1,449,120 24,701 2,469,112 (1) 12,492 1,248,700 26,023 2,601,259 (1) 13,955 1,394,942 12,189 1,218,412 (1) 14,604 1,459,816 (2) 25,444 81.82 2/27/21 (2) 94,884 64.78 3/11/20 (3) 41,509 30.17 2/27/19 Name and
Applicable
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested (#) Market
Value of
Shares or
Units That
Have Not
Vested ($) Equity Incentive
Plan Awards:
Number
of Unearned
Shares, Units
or Other
RightsThat
Have Not
Vested (#) Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
RightsThat
Have Not
Vested ($) Steven Roth 1/14/19(1) 265,824 62.6188 1/14/29 74,547 4,957,376 3/15/18(1) 54,842 3,646,993 238,257 15,844,091 1/13/17(1) 23,561 1,566,807 186,651 12,412,292 1/14/16(1) 13,237 880,261 2/28/11(2) 193,451 64.5739 2/27/21 �� 3/11/10(2)(3) 293,937 51.1233 3/11/20 Joseph Macnow 1/14/19(1) 58,150 62.6188 1/14/29 16,308 1,084,482 3/15/18(1) 23,309 1,550,049 52,119 3,465,914 1/13/17(1) 9,572 636,538 40,830 2,715,195 1/14/16(1) 5,378 357,637 2/28/11(2) 32,238 64.5739 2/27/21 3/11/10(2)(3) 120,227 51.1233 3/11/20 Michael J. Franco 6/10/19(4) 73,649 4,897,659 1/14/19(1) 83,072 62.6188 1/14/29 23,296 1,549,184 3/15/18(1) 24,680 1,641,220 74,455 4,951,258 1/13/17(1) 42,704 2,839,816 58,328 3,878,812 1/14/16(1) 4,137 275,111 2/28/11(2) 8,059 64.5739 2/27/21 12/10/10(2) 75,250 57.5775 12/10/20 Haim H. Chera 6/10/19(5) 300,486 19,982,319 Glen J. Weiss 6/10/19(4) 73,649 4,897,659 1/14/19(1) 22,741 62.6188 1/14/29 5,816 386,764 3/15/18(1) 8,434 560,861 1/12/18(6) 6,906 459,249 1/12/18(1) 5,126 15,379 70.3102 1/12/28 3,885 258,353 1/13/17(7) 11,781 783,437 1/13/17(1) 3,313 220,315 6,594 438,501 1/14/16(1) 1,489 99,019 2/28/11(2)(3) 8,888 64.5739 2/27/21 3/11/10(2)(3) 7,097 51.1233 3/11/20 (1)(1)"Number“Number of Shares or Units That Have Not Vested"Vested” vest ratably over four years from the date of grant. The awards under the column entitled "Equity“Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested"Vested” are awards of OPP Units. The awards under the column titled “Number of Securities Underlying Unexercised Options” are awards of Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units for all NEO’s other than Mr. Weiss. Mr. Weiss was not an Executive at the time of award and therefore received his award of AO LTIPs without a performance requirement condition for his award on January 12, 2018 and January 14, 2019. OPP Units awarded in 2015, 20142018 and 20132017 do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming units for Shares are also met. As of December 31, 2015,2019, these criteria had not been met other thanmet. On January 10, 2020, the 2017 OPP plan did not meet the applicable performance requirements and the applicable units are no longer earnable. Accordingly, the Equity Incentive Plan Awards for our awards of OPP Units made in 2013 (which as of March 15, 2016 have been fully earned).2017 were not earned. In accordance with applicable SEC rules, the values presented in the table for these OPP Units are calculated based on our year-end Share price as if the performance, converting and redemption conditions for these units had been met as of that date.(2)(2)These awards vestvested ratably over four years from the date of grant.(3)Awards granted on March 11, 2010 expired without value on March 10, 2020.(4)(3)These awards vest ratably over five years from the date of grant.in full on June 10, 2023.Aggregated(5)This award vests 20% on June 10, 2019, 40% on June 10, 2022 and 40% on June 10, 2023.(6)This award vests in full on January 10, 2022.(7)This award vests in full on January 10, 2021. 52 VORNADO REALTY TRUST 2020 PROXY STATEMENT Aggregate Option Exercises in 20152019 and Units Vested Option Awards Unit Awards Name Shares
Acquired on
Exercise (#) Value Realized
on Exercise
($)(1) Number of Units
Acquired on
Vesting (#)(2) Value Realized
on Vesting
($)(1)(2) Steven Roth — — 121,050 7,866,390 Joseph Macnow — — 50,611 3,289,651 Michael J. Franco — — 64,435 4,261,837 Haim H. Chera — — 75,121 5,099,965 Glen J. Weiss — — 8,203 528,642 (1) Option Awards Unit Awards Name Shares
Acquired on
Exercise (#) Value Realized
on Exercise ($)(1) Number of Units
Acquired on
Vesting (#)(2) Value Realized
on Vesting
($)(1)(2) — — 94,043 10,534,841 — — 883 109,214 — — 28,220 3,185,846 — — 33,188 3,889,781 11,747 578,185 22,957 2,587,546 (1)(2)(2)Unit Awards consists of awards of restricted units and OPP units.Units. 2016 PROXY STATEMENTVORNADO REALTY TRUST43 Employee Retirement PlanThe Company does not maintain a retirement plan other than a 401(k) plan.Deferred CompensationThe following table summarizes the contributions, earnings, withdrawals and balance for the Named Executive Officers for and at year-end 2015.Non-Qualified Deferred CompensationName Type of Deferred
Compensation
Plan Executive
Contributions
in Last Fiscal
Year ($) Company
Contributions
in Last Fiscal
Year ($) Aggregate
Earnings (Loss) in
Last Fiscal
Year ($)(1) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at
12/31/19($)(2) Steven Roth Deferred
Compensation
Plans — — — — — Joseph Macnow Deferred
Compensation
Plans — — 1,267,613 — 7,793,813 Michael J. Franco Deferred
Compensation
Plans — — — — — Haim H. Chera Deferred
Compensation
Plans — — — — — Glen J. Weiss Deferred
Compensation
Plans — — — — — (1)Name Type of Deferred
Compensation
Plan Executive
Contributions
in Last Fiscal
Year ($)(1) Company
Contributions
in Last Fiscal
Year ($) Aggregate
Earnings (Loss)
in Last Fiscal
Year ($)(2) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at
12/31/15 ($)(3) Deferred Compensation Plans — — (247,199 ) 18,888 23,217,052
Deferred Compensation Plans
125,000
—
(17,595
)
—
276,335
Deferred Compensation Plans
1,720,990
—
(70,962
)
—
29,777,268
Deferred Compensation Plans
—
—
—
—
—
Deferred Compensation Plans
—
—
337,608
—
6,062,267 (1)Reflects the following amounts for each of the Named Executive Officers which are reported as compensation to such Named Executive Officer in the Summary Compensation Table for 2015: Mr. Roth, $0; Mr. Theriot, $125,000; Mr. Greenbaum, $1,720,990; Mr. Franco, $0; and Mr. Macnow, $0. These amounts represent the deferred portion for each of such Named Executive Officer's annual salary and/or applicable bonus.(2)"benchmark funds"“benchmark funds” selected by the individual, some of which are based on the performance of the Company'sCompany’s securities. A description of these plans is provided under "Compensation“Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plans."”(2)(3)All amounts contributed by a Named Executive Officer in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a Named Executive Officer in such year for the purposes of the SEC'sSEC’s executive compensation disclosure rules. 44 VORNADO REALTY TRUST 2016 PROXY STATEMENT 53 EMPLOYMENT CONTRACTSStephen W. Theriot 2020 PROXY STATEMENT Employment ContractsMr. Theriot entered intoRoth, our Chairman and CEO, does not have an employment agreement. The employment agreement with us, dated as of June 1, 2013, pursuant to which he serves as our Chief Financial Officer. His employment agreement provides that the term of his employment is "at will" and can be terminated by either party on 60 days' notice. Mr. Theriot's employment agreement provides that his base salary will be not less than $1,000,000 per year and, if increased, will not be reduced. Mr. Theriot's employment agreement provides that he will be entitled to participate at a level commensurate with his position in any short- and long-term compensation payable to other senior executiveseach of the Company.The agreement also provides that, if Mr. Theriot's employmentother Named Executive Officers is terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, relocation of the Company's principal executive offices or the failure of the Company to comply with the terms of the agreement), he will receive a lump-sum payment of the sum of (i) his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination. The agreement further provides that, if Mr. Theriot's employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of Mr. Theriot's salary will cease.David R. GreenbaumMr. Greenbaum has an employment agreement that commenced on April 15, 1997 pursuant to which he serves as President—New York Division. The employment agreement provides that, commencing on April 30, 2000, and on each April 30 thereafter, the employment term shall automatically be extended for one additional year unless either the Company or Mr. Greenbaum gives written notice not to extend the agreement, at least 90 days before such date. The employment agreement provides that Mr. Greenbaum's base salary shall not be reduced during the term of the agreement. Mr. Greenbaum's current annual base salary is $1,000,000. Mr. Greenbaum's employment agreement provides that he will be entitled to participate at a level commensurate with his position in any equity and/or incentive compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, he has also been given the use of a Company car and driver.The agreement also provides that if Mr. Greenbaum's employment is terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, change in control of the Company, relocation of the New York Division's principal executive offices, the failure of the Company to comply with the terms of the agreement or the failure of the Company to renew the agreement upon expiration), Mr. Greenbaum will receive (a) a lump-sum payment of three times the sum of (i) his annual base compensation and (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination and (b) continued provision of benefits to him and his family for three years. The agreement further provides that if his employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Michael J. FrancoMr. Franco renewed his employment agreement with the Company as of January 10, 2014, pursuant to which he currently serves as Executive Vice President—Chief Investment Officer. Mr. Franco's employment agreement provides for an initial four-year term with automatic renewals unless either party gives written notice not to extend the agreement 120 days prior to its scheduled termination date. Mr. Franco's employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. During his employment, Mr. Franco will be entitled to receive an annual bonus, determined at the discretion ofdescribed below. 2016 PROXY STATEMENTVORNADO REALTY TRUST45 the Company with an annual target of $1,500,000. Upon entering into the employment agreement, Mr. Franco received an initial equity grant of $3,000,000 of restricted units. These units vest ratably over three years from the date of grant. At the end of such three-year period, the Company agreed to request that the Compensation Committee grant to Mr. Franco an additional $2,000,000 of restricted units which will vest on January 9, 2018. If such additional grant is not made, or if the initial grant is accelerated for any reason, the Company will pay to Mr. Franco $2,000,000 in cash in lieu of such additional grant. Upon any termination of Mr. Franco's employment for good reason or by the Company without cause, Mr. Franco will be entitled to (a) a severance payment equal to one times annual salary and average bonus over the last two years; and (b) accelerated vesting of all then-unvested equity awards (other than unearned OPP Units) made by the Company to Mr. Franco. Mr. Franco is also entitled to a car allowance of $1,000 per month. The agreement further provides that if his employment is terminated for cause (as defined in the agreement to include conviction of, or pleas of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Mr. Macnow has had an employment agreement with the Company since November 21, 1980. Mr. Macnow currently serves as Executive Vice President—FinancePresident, Chief Financial Officer and Chief Administrative Officer pursuant to his Amended and Restated Employment Agreement, dated as of July 27, 2006.2006, as amended. This agreement provides that on each December 31 the employment term shall automatically be extended for one additional year unless either the Company or Mr. Macnow gives written notice not to extend the agreement at least 90 days before such date. Mr. Macnow'sMacnow’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. Mr. Macnow'sMacnow’s employment agreement provides that he will be entitled to participate at a level commensurate with his position in any equity compensation payable to senior executives of the Company. In accordance with the terms of his employment agreement, Mr. Macnow has also been provided with a car and driver.The agreement also provides that, if Mr. Macnow'sMacnow’s employment is terminated by the Company without cause or by him for good reason (as defined in the agreement to include, among other things, a change in his responsibilities, change in control of the Company, relocation of the Company'sCompany’s principal executive offices, the failure of the Company to comply with the terms of the agreement or the failure of the Company to renew the agreement upon expiration), he will receive: (a) a lump-sum payment of three times the sum (not to exceed $3.3 million, in the aggregate) of (i) his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination; (b) immediate vesting in any equity awards granted to him by the Board; and (c) continued provision of benefits to him and his family for three years. The agreement further provides that, if Mr. Macnow'sMacnow’s employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of salary will cease.Michael J. FrancoMr. Franco renewed his employment agreement with the Company as of January 10, 2014, pursuant to which he currently serves as President. Mr. Franco’s employment agreement provides for an initial four-year term with automatic renewals unless either party gives written notice not to extend the agreement 120 days prior to its scheduled termination date. Mr. Franco’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. During his employment, Mr. Franco will be entitled to receive an annual bonus, determined at the discretion of the Company with an annual target of $1,500,000. Upon entering into the employment agreement, Mr. Franco received an initial equity grant of $3,000,000 of restricted units. These units vested ratably over three years from the date of grant. Pursuant to Mr. Franco’s employment agreement, on January 10, 2017 Mr. Franco was awarded an additional $2,000,000 of restricted units which vested on January 9, 2018. Upon any termination of Mr. Franco’s employment for good reason or by the Company without cause, Mr. Franco will be entitled to (a) a severance payment equal to one times his annual salary and average bonus over the last two years; and (b) accelerated vesting of all then-unvested equity awards (other than unearned OPP Units) made by the Company to Mr. Franco. Mr. Franco is also entitled to a car allowance of $1,000 per month. The agreement further provides that if his employment is terminated for cause (as defined in the agreement to include conviction of, or pleas of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct), payment of his salary will cease.Other Named Executive OfficersHaim H. CheraMr. Roth (our Chairman and CEO) does not haveChera entered into an employment agreement.agreement with us, dated as of April 19, 2019, pursuant to which he joined the Company as Executive Vice President—Head of Retail. Mr. Chera’s employment agreement provides for an initial four-year term with automatic renewals unless either party gives written notice not to extend the agreement 120 days prior to its scheduled termination date. Mr. Chera’s employment agreement provides that his base salary will not be reduced during the term of the agreement and is currently $1,000,000. During his employment, Mr. Chera will be entitled to receive an annual bonus, determined at the discretion of the Company with an annual target of $1,500,000. In connection with entering into the employment agreement, Mr. Chera received an initial equity grant of $25,500,000 of restricted units. These units vested or vest: 20% on the date of grant, 40% on the third anniversary of the date of grant and 40% on the fourth anniversary of the date of grant. Upon any termination 54 46 VORNADO REALTY TRUST 20162020 PROXY STATEMENT of Mr. Chera’s employment for good reason or by the Company without cause, Mr. Chera will be entitled to (a) a severance payment equal to two times his annual salary and average bonus over the last two years; and (b) accelerated vesting of all then-unvested equity awards. Mr. Chera is also entitled to a car and driver.SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTSGlen J. WeissMr. Weiss entered into an employment agreement with us, dated as of June 13, 2018, pursuant to which he currently serves as Executive Vice President—Co-Head of Real Estate. Mr. Weiss’s employment agreement provided for an initial term ending December 31, 2018 with automatic one-year renewals unless either party gives written notice not to extend the agreement 60 days prior to its scheduled termination date. Mr. Weiss’s employment agreement provides that his base salary will not be less than $950,000. During his employment, Mr. Weiss will be entitled to receive (i) an annual bonus, determined at the discretion of the Company and the Compensation Committee, in an amount of not less than $800,000, and (ii) an annual equity grant with a total notional value of not less than $750,000. Upon entering into the employment agreement, Mr. Weiss received a one-time equity grant of $5,000,000 of restricted units. These units will vest on the fourth anniversary of the date of grant. Upon any termination of Mr. Weiss’s employment by the Company without cause, by Mr. Weiss for good reason, due to death or disability, or (in the case of clause (b) below only) by Mr. Weiss (with or without good reason) following a change in control, Mr. Weiss will be entitled to (a) a severance payment equal to two times his annual salary and average bonus over the last two years, (b) accelerated vesting of all then-unvested equity awards made by the Company to Mr. Weiss, (c) up to 18 months of COBRA coverage, and (d) 24 months of Company-provided life insurance.Severance and Change of Control ArrangementsOf our Named Executive Officers, each of Messrs. Theriot, Greenbaum,Macnow, Franco, Chera and Macnow haveWeiss has an employment agreementsagreement that provideprovides for certain payments in the event of a termination of employment, including one following a change of control. Neither Mr. Roth nor any of our Trustees has an employment agreement or other individual severance arrangement. Our omnibus share plans, which govern all of our equity-based awards and the related forms of equity award agreements, provide that annual equity awards do not vest automatically upon a change of control. In addition, our deferred compensation plans provide that all applicable deferred compensation is paid out to an executive or Trustee upon his or her departure from the Company. The Company does not maintain a retirement plan other than a 401(k) plan. In addition, upon the death or disability of an executive, that executive, or his or her estate, may be entitled to insurance benefits under policies with third parties maintained by us.Our employment agreements are negotiated on a case-by-case basis. As discussed under "Compensation“Compensation Discussion and Analysis,"” we believe that in certain circumstances such agreements are in the best interests of the Company and our shareholders to ensure the continued dedication of such employees, notwithstanding the possibility, threat or occurrence of a change of control. Generally, our agreements govern severance payments under the following circumstances: (1) termination of the employee for "cause"“cause”; (2) termination by the employee for "good reason"“good reason” (such as breach of the employment agreement by the Company or, in certain cases, if a change of control occurs and the employee then decides to terminate his employment) or by the Company without "cause"“cause”; (3) termination following a disability; (4) termination due to death; and (5) in certain cases, termination upon retirement after the employee reaches the age of 65. Reference should be made to the actual employment agreements for the specific terms. Generally, however, on any termination, the applicable executive officer will receive his accrued and unpaid salary and other benefits until the date of termination. For "cause"“cause” terminations by the Company, the employee will not receive any additional payment. If the employee terminates his employment for "good reason"“good reason” or the Company terminates thehis employment without "cause,"“cause,” the employee typically receives an additional payment (or payments over a specified period) that may vary from one year of salary and bonus to up to three years of salary and bonus. Generally, cash payments are in a lump sum other than in the case of termination on disability or death when the costs of benefits may be paid for a period of one to three years (depending upon the applicable executive'sexecutive’s agreement). For terminations due to disability or death, an executive who has this provision in the applicable agreement typically receives between one year of salary or bonus and three years of salary. In certain cases, the employment agreements also provide for continued benefits for specified periods. None of our Named Executive Officers who has an employment agreement is currently eligible for retirement as provided in that agreement. Historically, severance payments following a change of control under employment agreements for our Named Executive Officers were generally "single trigger," meaningrequire that the change of control must occur and be followed by any termination of employment (for whatever reason) in order for there to be a payment. We believe that our current severance provisions appropriately achieve the benefits of ensuring the dedication of employees in connection with a change of control without providing for an automatic payment under the employment agreement for a change of control. VORNADO REALTY TRUST 55 2020 PROXY STATEMENT Our equity-based compensation awards are governed by the individual award agreements issued under our omnibus share plans. Generally, upon terminations of employment, no unvested awards are accelerated but employees are entitled to keep awards that have already vested if they exercise options or similar awards within specified periods after termination. In Mr. Franco'sFranco’s case, however, his employment agreement provides that on a termination by the Company without cause or by Mr. Franco with good reason, his unvested equity awards (other than unearned OPP Units) then vest. Our forms of award agreements for annual equity awards provide that unvested equity awards vest following a change of control only if the applicable employee'semployee’s employment is terminated by the Company without "cause"“cause” or by such employee with "good“good reason."” We believe these vesting provisions for equity awards following a change of control are appropriate due to the change in the nature of the form of award caused by a change of control. In the case of retirement after the age of 65 (or, in some cases, after attainment of age 60 with at least 20 years of service), options (but no other equity-based award) automatically vest.vest and OPP Units continue to vest on their original schedule subject to the applicable performance conditions. Beginning in 2019, in the case of retirement (as defined above), Performance Conditioned AO LTIP Units, restricted shares and restricted units will continue to vest on their original schedule (subject to performance conditions, as applicable). In the case of a disability, options, Performance Conditioned AO LTIP Units and OPP Units vest and in the case of death, all equity awards vest. 2016 PROXY STATEMENTVORNADO REALTY TRUST47 2015.2019. In calculating the value of equity-based awards, the presentation uses a price per Share of $99.96,$66.50, the closing price of our Shares on the New York Stock Exchange on the last trading day in 2015.2019. In addition, in estimating bonuses payable for the calculation of severance payments, we have used the actual bonuses paid in 20162020 for 20152019 performance (including, for these presentation purposes only, the value of all restricted units granted as a bonus in the first quarter of 2016)2020). The actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from the Company.Steven Roth(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — — — — — — — — — — — — — — — 10,700,818 — 9,317,472 — 9,317,472 9,317,472 9,317,472 9,317,472 — — — — — — 9,317,472 — 9,317,472 9,317,472 20,018,290 9,317,472 Stephen W. Theriot(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — 1,500,000 — — — — — — — — — — — — — 755,598 — — — — — — — — — 1,500,000 — 755,598 — Steven Roth (amounts in dollars) Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance(3) — — 3,057,692 — — — Unvested Options — — — — — — Unvested Restricted Units 11,051,436 11,051,436 11,051,436 11,051,436 11,051,436 — Unvested OPP Units — — — — — — Benefits Continuation — — — — — — Total 4811,051,436 11,051,436 14,109,128 11,051,436 11,051,436 — 56 VORNADO REALTY TRUST 2020 PROXY STATEMENT 2016 PROXY STATEMENTJoseph Macnow (amounts in dollars) Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability Bonus 1,250,000 — 1,250,000 1,250,000 1,250,000 1,250,000 Severance — Michael J. Franco(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — — — — — — — 2,500,000 — — — — — — — — — — — 6,841,262 6,841,262 6,841,262 — — — 1,694,022 1,694,022 1,694,022 1,694,022 — — — — — — — — 11,035,284 8,535,284 8,535,284 1,694,022 David R. Greenbaum(amounts in dollars)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability — — 1,800,000 1,800,000 1,800,000 1,800,000 — — 8,400,000 8,400,000 1,000,000 — — — — — — — — — — — 5,267,992 — 1,919,932 — 1,919,932 1,919,932 1,919,932 1,919,932 — — 173,481 173,481 23,800 173,481 1,919,932 — 12,293,413 12,293,413 10,011,724 3,893,413 — 3,300,000 3,300,000 — — 2016 PROXY STATEMENTUnvested Options — — — — — — Unvested Restricted Units 3,628,706 — 3,628,706 3,628,706 3,628,706 3,628,706 Unvested OPP Units — — — — — — Benefits Continuation(4) — — 461,894 461,894 9,027 461,894 Total 4,878,706 — 8,640,600 8,640,600 4,887,733 5,340,600 Michael J. Franco (amounts in dollars) Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 2,500,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 11,202,989 11,202,989 11,202,989 — Unvested OPP Units — — — — — — Benefits Continuation — — — — — — Total — — 13,702,989 11,202,989 11,202,989 — Haim H. Chera (amounts in dollars) Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 5,000,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 19,982,319 19,982,319 — — Unvested OPP Units — — — — — — Benefits Continuation(4) — — 1,100 1,100 — — Total — — 24,983,419 19,983,419 — — VORNADO REALTY TRUST 4957 2020 PROXY STATEMENT Glen J. Weiss (amounts in dollars) Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination /
Good Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability Bonus — — — — — — Severance — — 3,850,000 — — — Unvested Options — — — — — — Unvested Restricted Units — — 7,104,794 7,104,794 7,104,794 7,104,794 Unvested OPP Units — — — — — — Benefits Continuation(4) — — 23,608 23,608 — — Total — — 10,978,402 7,128,402 7,104,794 7,104,794 Joseph Macnow(amounts in dollars)(1)Payments on
Termination Voluntary
Termination on
Retirement(1) Involuntary
For Cause
Termination Involuntary Not
For Cause
Termination
/Good
Reason
Termination Voluntary
Termination
Following a
Change of
Control(2) Death Disability 1,500,000 — 1,500,000 1,500,000 1,500,000 1,500,000 — — 3,300,000 3,300,000 — — — — — — — — — — 4,965,714 4,965,714 4,965,714 4,965,714 1,694,022 1,694,022 1,694,022 1,694,022 1,694,022 — — 454,695 454,695 13,800 454,695 3,194,022 — 11,914,431 11,914,431 8,173,536 8,614,431 (1)Greenbaum and Macnow would have qualified for retirement at December 31, 2015.2019. Except as otherwise provided in these tables, no payments are due upon any other voluntary termination prior to retirement.(2)(2)Our annual award agreements provide that unvested grants of options and restricted units vest following a change of control only upon specified terminations of employment. These amounts do not include the value of equity that vests for those persons due to their retirement after the age of 65 as opposed to amounts payable solely due to a change of control.(3)Severance amount is based on 39.75 years of services through December 31, 2019 with two weeks of salary and average bonus compensation payable for each year of service.(4)(3)Information presented as to the costs of benefits is based on an estimated total annual cost of benefits for such Named Executive Officer. In certain cases, continued benefits made available following a termination will be less than the total benefits currently payable.Pay Ratio Disclosure RuleIn August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Roth. Pursuant to the SEC rules, we determined a “Median Employee” and compared such employee’s total annual compensation to that of Mr. Roth. For purposes of this ratio, we calculated the annual total compensation of each of the Median Employee and Mr. Roth in accordance with the methodology that we use to calculate total compensation for purposes of the Summary Compensation Table. As of December 31, 2019, the Company employed 4,008 persons of which 2,914 persons are employed by Building Maintenance Services, our cleaning and maintenance services business (“BMS Employees”). The applicable information is set forth below:
In determining the median employee, we prepared a listing of all employees as of December 31, 2019. Employees on leave of absence on December 31, 2019 were excluded from the list and wages and salaries were annualized for those permanent employees who were not employed for the full year of 2019. The median employee was selected from the annualized list. Median Employee total annual compensation $ 65,442 Median Employee (excluding BMS Employees) total annual compensation $ 82,234 Mr. Roth (PEO”) total annual compensation $ 11,466,885 Ratio of PEO to Median Employee Compensation 175.1:1.0 Ratio of PEO to Median Employee Compensation (excluding BMS Employees) 139.4:1.0 58 50 VORNADO REALTY TRUST 20162020 PROXY STATEMENT COMPENSATION OF TRUSTEESTrustees who are not officers of the Company receive an annual retainer. During 2015,2019, Mr. Roth received no compensation for his service as a Trustee. Non-management members of the Board of Trustees are compensated as follows: (1) each such member receives an annual cash retainer equal to $75,000; (2) each such member receives an annual grant of restricted shares or restricted units with a value equal to $125,000$175,000 (not to be sold while such member is a Trustee, except in certain circumstances); (3) the Lead Trustee receives an additional annual cash retainer of $75,000; (4) the Audit Committee Chairman receives an additional annual cash retainer of $50,000 and other Audit Committee members each receive an annual cash retainer of $25,000; and (4)(5) the Chairman and members of all other committees (other than the Executive Committee) each receive an additional annual cash retainer of $10,000$30,000 and $5,000, respectively.The following table sets forth the compensation that was earned or paid in 20152019 for the non-management members of our Board.Name Fees Earned or
Paid in Cash ($) Share/Unit
Awards ($)(1) Total ($) Candace K. Beinecke 180,000 148,785 328,785 Michael D. Fascitelli 75,000 148,785 223,785 William W. Helman IV(2) 63,278 361,336 424,614 Robert P. Kogod(3) 28,226 — 28,226 Michael Lynne(4) 26,250 — 26,250 David M. Mandelbaum 76,278 148,785 225,063 Mandakini Puri 103,722 148,785 252,507 Daniel R. Tisch 123,611 148,785 272,396 Richard R. West 130,000 148,785 278,785 Russell B. Wight, Jr. 76,278 148,785 225,063 (1)Name Fees Earned or
Paid in Cash ($) Share/Unit
Awards ($)(1) Total ($) 105,000 97,502 202,502 75,000 95,001 170,001 100,000 97,502 197,502 105,000 96,258 201,258 80,000 96,258 176,258 105,000 96,258 201,258 130,000 97,502 227,502 80,000 95,001 175,001 (1)2015.2019. The grant date fair value is the amount we would expense in our consolidated financial statements over the award'saward’s anticipated vesting schedule. These amounts differ from that set forth in the first introductory paragraph above as that amount is based on the market price for our Shares on the date of grant. For additional information on our value assumptions, refer to footnote 1415 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20152019 as filed with the SEC. Dividends are paid on both the vested and unvested portion of Restricted Share and Restricted Unit awards. For information concerning the aggregate equity awarded to non-management Trustees under our omnibus share plans, see Note 8 to the Principal Security Holders table.(2)Includes a one-time grant of restricted equity with a value on the date of grant of $212,550 in connection with Mr. Helman joining the Board.(3)Mr. Kogod served as a member of our Board of Trustees until May 16, 2019 when his then-current term expired.(4)Mr. Lynne served as a member of our Board of Trustees until his passing on March 24, 2019.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONThe Compensation Committee consisting of Dr. West and Messrs. Lynne and Tisch, grants awards under the Company'sCompany’s omnibus share plans and makes all other executive compensation determinations. Mr. Roth is the only officer or employee of the Company who is also a member of the Board. There are no interlocking relationships involving the Board which require disclosure under the executive compensation rules of the SEC. 2016 PROXY STATEMENT VORNADO REALTY TRUST 51 59 2020 PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSReview and Approval of Related Person TransactionsWe review all relationships and transactions in which we and our significant shareholders, Trustees and our executive officers or their respective immediate family members are participants (including transactions required to be disclosed under Item 404 of Regulation S-K) to determine whether such persons have a direct or indirect material interest in the transaction. Our policy (as set forth in our Code of Business Conduct and Ethics) is to determine whether such an interest exists, applying the standards set forth in Item 404 of Regulation S-K and our Corporate Governance Guidelines. Our legal and financial staff is primarily responsible for the development and implementation of processes and controls to obtain information from our significant shareholders, Trustees and our executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in this proxy statement. We also disclose transactions or categories of transactions we consider in determining that a Trustee is independent. In addition, our Audit Committee and/or our Corporate Governance and Nominating Committee reviews and, if appropriate, approves or ratifies any related person transaction that is required to be disclosed. These committees, in the course of their review of a disclosable related-party transaction, consider: (1) the nature of the related person'sperson’s interest in the transaction; (2) the material terms of the transaction; (3) the importance of the transaction to the related person; (4) the importance of the transaction to the Company; (5) whether the transaction would impair the judgment of a Trustee or executive officer to act in the best interest of the Company; and (6) any other matters these committees deem appropriate.Transactions Involving Interstate PropertiesAs of March 21, 2016,16, 2020, Interstate and its partners collectively beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander'sAlexander’s outstanding common stock. Interstate is a general partnership in which Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the partners. Mr. Roth is Chairman of the Board and CEOChief Executive Officer of the Company, the Managing General Partner of Interstate, and the Chairman of the Board and Chief Executive Officer of Alexander's.Alexander’s. Messrs. Mandelbaum and Wight are Trustees of the Company and also directors of Alexander's.We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and automatically renews unless terminated by either of the parties on 60 days'days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the terms are fair to us. We earned $541,000$300,000 in management fees under the agreement for the year ended December 31, 2015.Transactions Involving Alexander'sAlexander’sAs of March 21, 2016,16, 2020, Interstate and its three general partners—Steven Roth (Chairman of the Board and CEOChief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of Alexander's)Alexander’s), David Mandelbaum (a Trustee of the Company and director of Alexander's)Alexander’s) and Russell B. Wight, Jr. (a Trustee of the Company and director of Alexander's)Alexander’s)—beneficially owned approximately 7% of our outstanding Shares and approximately 26% of Alexander'sAlexander’s outstanding common stock. The Company beneficially owns approximately 32% of the outstanding common stock of Alexander's. Stephen W. Theriot,Alexander’s. Joseph Macnow, our Executive Vice President, Chief Financial Officer and Chief Administrative Officer, is the Assistant Treasurer of Alexander's.We manage, lease and develop Alexander'sAlexander’s properties pursuant to the agreements described below, which expire in March of each year and renew automatically. 52VORNADO REALTY TRUST2016 PROXY STATEMENT Alexander's,Alexander’s, we receive an annual fee for managing Alexander'sAlexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $289,000,$324,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. 60 VORNADO REALTY TRUST 2020 PROXY STATEMENT In addition, we are entitled to a development fee of 6% of development costs, as defined.Leasing Agreements. We provide Alexander'sAlexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through the twentieth year of a lease term, and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander'sAlexander’s tenants. In the event that third-party real estate brokers are used, our leasing fee increases by 1% and we are responsible for the fees to the third-party real estate brokers. We are also entitled to a commission upon the sale of any of Alexander'sAlexander’s assets of 3% of gross proceeds, as defined, for asset sales of less than $50,000,000, or 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.Other Agreements. Building Maintenance Services ("BMS"(“BMS”), our wholly-owned subsidiary supervises (i) the cleaning, engineering and security services at Alexander'sAlexander’s 731 Lexington Avenue property and (ii) security services at Alexander'sAlexander’s Rego Park I, and Rego Park II properties.During the year ended December 31, 2015, Alexander's2019, Alexander’s incurred $2,800,000 in management fees, $2,435,000$29,000 in development fees, $2,950,000$4,786,000 in leasing fees, and $3,641,000$5,015,000 for property management and other fees under its agreements with the Company and/or BMS.At December 31, 2015, Alexander's2019, Alexander’s owed the Company (i) $5,795,000$68,000 for development fees, (ii) $283,000$795,000 for management, property management, and cleaning, engineering and security fees and (iii) $2,473,000$563,000 for leasing fees.Certain Other Transactions or RelationshipsWith respect to our building at 888 Seventh Avenue, we are the lessee under a ground lease that expires in 2067. The lessor under the ground lease is a limited liability company that is owned by several members, some of which include trusts for the benefit of the family of Mr. David M. Mandelbaum (one of our Trustees), his children, his brother, his sister and his sister'ssister’s family. Mr. Mandelbaum has no voting or pecuniary interest in these trusts or in the ground lease. The underlying fee property was purchased by the parents of Mr. Mandelbaum in 1961 and placed into trusts at that time for the benefit of their children and grandchildren. Since 1961, this property has been owned 20% by these trusts and, when the trusts expired, descendants of Mr. Mandelbaum'sMandelbaum’s parents. The remaining 80% of the limited liability company is owned by two unrelated families. One family owns 55% of the limited liability company and is its managing member. Mr. Mandelbaum'sMandelbaum’s personal interest in the property is an indirect 2.66% interest. We acquired the building at 888 Seventh Avenue (and the tenant'stenant’s interest under the ground lease) from an unrelated party in 1998. The limited liability company owning the ground receives under the ground lease an aggregate payment of $3,350,000 a year in rent.On December 28, 2010, the Company acquiredOur property (managed by Urban Edge), Wayne Town Center, is subject to a ground lease owned by members of David Mandelbaum'sMandelbaum’s family or trusts for their benefit. The rent on the ground lease in 20152019 was $3,370,607$4,234,248 and increases at 6% per year. DavidMr. Mandelbaum has no direct voting or pecuniary interest in these trusts or in the ground lease.On February 11, 2016,During 2019, Mr. MandelbaumMandelbaum’s spouse (through a limited liability company) and his brother each entered into a contract to purchasepurchased an apartment at our projectthe Company’s development at 220 Central Park South. The price agreed to be paid by Mr. Mandelbaum was $23,571,000 (and he made a deposit of $3,535,650)South for $23,357,000 and by his brother was $16,247,500 (with a deposit of $2,437,125). These purchase terms are no more or less favorable to the Company or Mr. Mandelbaum than those entered into by other purchasers at 220 Central Park South.$16,099,000, respectively. 2016 PROXY STATEMENTVORNADO REALTY TRUST53 Charles E. Smith Management LLC, which is owned by Mr. Kogod, one of our Trustees, and his family members, leases space in our Crystal City location. During 2015, this company paid to us rent of $645,012. This entity is not affiliated with the Company. Mr. Kogod and his spouse each own a 25% interest in this entity.2015,2019, MDF Capital paid $239,445$555,594 of rent to the Company for this space.Michael D. Fascitelli, a Trustee, serves as a member of the Board of Commissioners of The Port Authority of New York and New Jersey. Mr. Fascitelli receives no compensation for his service as a member of the Board of Commissioners. The Company does business with the Port Authority of New York and New Jersey from time to time.Steven Roth, our Chairman and Chief Executive Officer, also serves as a member of the Board of Trustees of Urban Edge Properties a former affiliateand as Chairman of the Board of JBG SMITH Properties, both of which are former affiliates of the Company.During 2015,2019, the Company reimbursed a company owned by Mr. Roth $232,305$372,192 for the use, for Company-business purposes, of an airplane owned by such company.During 2015,2019, companies affiliated with Mr. Roth'sRoth’s wife, Daryl Roth Productions, paid to us $416,000$74,113 in connection with fair market leases of signage space from us.In addition, in 2015 Daryl Roth Productions entered intois also a lease for spacetenant at our building at 888 Seventh Avenue. TheAvenue in New York City pursuant to a lease commenced on January 1, 2016 and provides for rent at market terms. VORNADO REALTY TRUST 61 2020 PROXY STATEMENT In December 2019, a number of the limited partners of our operating partnership, Vornado Realty L.P., agreed for tax planning purposes to make capital contributions to the Vornado Realty L.P. if and only if Vornado Realty L.P. defaulted on its unsecured debt and certain other conditions precedent were satisfied. At the same time and on the same terms as those limited partners, Mr. David R. Greenbaum, our Vice Chairman, agreed for tax planning purposes to make a capital contribution of $4.5 million to Vornado Realty L.P. Mr. Greenbaum’s participation in the transaction did not result in any additional cost to the Company or the Vornado Realty L.P.We provide various services to Fifth Avenue and Times Square joint venture in accordance with management, development, leasing and other agreements. Haim Chera, Executive Vice President—Head of Retail, has an investment in Crown Acquisitions Inc. (“Crown”), a company controlled by Mr. Chera’s family. Crown has a nominal minority interest in Fifth Avenue and Times Square JV. Additionally, Crown has an approximately 10% interest in our 697 Fifth Avenue property and received leasing commissions in 2019 in the amount of $1,760,088.Other Transactions or Relationships Considered in Determining Trustee IndependenceDaniel R. Tisch, a Trustee, is also a member of the Board of Trustees of New York University. New York University (or an affiliate thereof) is a tenant at our propertybuilding at One Park Avenue in New York City. Mr. Tisch was in no way affiliated with such relationship nor does he receive any compensation in connection with such relationship. 62 54 VORNADO REALTY TRUST 20162020 PROXY STATEMENT REPORT OF THE AUDIT COMMITTEEThe Audit Committee'sCommittee’s purposes are to (i) assist the Board of Trustees (the "Board“Board of Trustees"Trustees” or the "Board"“Board”) of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"“Company”), in its oversight of (a) the integrity of the Company'sCompany’s financial statements, (b) the Company'sCompany’s compliance with legal and regulatory requirements, (c) the qualifications and independence of the Company'sCompany’s independent registered public accounting firm, and (d) the performance of the Company'sCompany’s independent registered public accounting firm and the Company'sCompany’s internal audit function; and (ii) prepare an Audit Committee report as required by the Securities and Exchange Commission (the "SEC"“SEC”) for inclusion in the Company'sCompany’s annual proxy statement. The function of the Audit Committee is oversight. The Board of Trustees, in its business judgment and upon the recommendation of the Corporate Governance and Nominating Committee of the Board, has determined that all members of the Audit Committee are "independent,"“independent,” as required by applicable listing standards of the New York Stock Exchange (the "NYSE"“NYSE”), as currently in effect, and in accordance with the rules and regulations promulgated by the SEC. The Board of Trustees has also determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE and that each of Ms. Puri, Mr. Tisch and Dr. West and Mr. Tisch is an "audit“audit committee financial expert"expert” within the meaning of the rules of the SEC. The Audit Committee operates pursuant to an Audit Committee Charter.Management is responsible for the preparation, presentation and integrity of the Company'sCompany’s financial statements and for the establishment and effectiveness of internal control over financial reporting, and 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, Deloitte & Touche LLP, is responsible for planning and carrying out a proper audit of the Company'sCompany’s annual financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles and auditing the effectiveness of internal control over financial reporting.In performing its oversight role, the Audit Committee has considered and discussed the audited consolidated financial statements with management and Deloitte & Touche LLP. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by PCAOB Auditing Standard No. 16,Communications with Audit Committees. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Ethics and Independence RulesRule 3526,Communication with Audit Committees Concerning Independence. The Audit Committee has also discussed with the independent registered public accounting firm its independence. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters the firm deems appropriate.Based on the reports and discussions described in the preceding paragraph and subject to the limitations on the role and responsibilities of the Audit Committee referred to below and in the Audit Committee Charter in effect during 2015,2019, the Audit Committee recommended to the Board of Trustees that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015.Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee'sCommittee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the Company'sCompany’s consolidated financial statements has been carried out in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States),PCAOB, that the consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America or that Deloitte & Touche LLP is in fact "independent"“independent” or the effectiveness of the Company'sCompany’s internal controls.MANDAKINI PURI
DANIEL R. TISCH
DR. RICHARD R. WESTDR. RICHARD R. WESTROBERT P. KOGODDANIEL R. TISCH
2016 PROXY STATEMENT VORNADO REALTY TRUST 5563 2020 PROXY STATEMENT PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMDeloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the "Deloitte Entities"“Deloitte Entities”) have been the Company'sCompany’s independent registered public accounting firm since 1976. The Audit Committee selected Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 20152020 as a result of a process by which the Audit Committee and management solicitedperiodically solicit and receivedreceive proposals from and metmeet with and interviewedinterview several other independent registered public accounting firms. The Audit Committee initiated this process after consultation with management because it determined that there were possible benefits to be considered with regard to cost, audit firm independence and obtaining a fresh look at the Company's financial accounting and internal controls processes. This process was not related to the quality of services provided by the Deloitte Entities. AfterFollowing the conclusion of the most recent process and after consideration of each of the proposals, the Audit Committee retained the Deloitte Entities as the Company'sCompany’s independent registered public accounting firm and has determined to continue that retention for 2015.2020. Among other matters, the Audit Committee concluded that current requirements for audit partner rotation, limitation of services and other regulations affecting the audit engagement process substantially assist in supporting auditor independence. As a matter of good corporate governance, the Audit Committee has determined to submit its selection to shareholders for ratification. In the event that this selection of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the votes cast on the proposal, the Audit Committee will review its future selection of an independent registered public accounting firm but will retain all rights of selection.Even if the selection of the Deloitte Entities is ratified at the Annual Meeting, the Audit Committee, in its discretion, may change the appointment at any time during the year.We expect that representatives of the Deloitte Entities will be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.Audit FeesThe aggregate fees billed by the Deloitte Entities for the years ended December 31, 20152019 and 2014,2018, for professional services rendered for the audits of the Company'sCompany’s annual consolidated financial statements included in the Company'sCompany’s Annual Reports on Form 10-K, for the reviews of the consolidated interim financial statements included in the Company'sCompany’s Quarterly Reports on Form 10-Q and reviews of other filings or registration statements under the Securities Act of 1933, as amended, and Securities Exchange Act of 1934 during those fiscal years were $3,998,000$3,184,000 and $4,386,000,$3,107,000, respectively.Audit-Related FeesThe aggregate fees billed by the Deloitte Entities for the years ended December 31, 20152019 and 20142018 for professional services rendered that are related to the performance of the audits or reviews of the Company'sCompany’s consolidated financial statements which are not reported above under "Audit Fees"“Audit Fees” were $2,991,000$2,863,000 and $4,386,000 (including $1,565,000 for work performed in connection with the spin-off of Urban Edge Properties),$2,126,000, respectively. "Audit-Related Fees"“Audit-Related Fees” generally include fees for stand-alone audits of subsidiaries and due diligence associated with mergers/acquisitions.Tax FeesThe aggregate fees billed by the Deloitte Entities for the years ended December 31, 20152019 and 20142018 for professional services rendered for tax compliance, tax advice and tax planning were $1,798,000$1,818,000 and $1,045,000,$1,444,000, respectively. "Tax Fees"“Tax Fees” generally include fees for tax consultations regarding return preparation and REIT tax law compliance. 56VORNADO REALTY TRUST2016 PROXY STATEMENT Other than those described above under "Audit“Audit Fees," "Audit-Related Fees"” “Audit-Related Fees” and "Tax“Tax Fees,"” there were no other fees billed by the Deloitte Entities for the years ended December 31, 20152019 and 2014. 64 VORNADO REALTY TRUST 2020 PROXY STATEMENT Pre-approval Policies and ProceduresIn May 2003, the Audit Committee established a policy of reviewing and approving engagement letters with the Deloitte Entities for the services described above under "Audit Fees"“Audit Fees” before the provision of those services commences. For all other services, the Audit Committee has detailed policies and procedures pursuant to which it has pre-approved the use of the Deloitte Entities for specific services for which the Audit Committee has set an aggregate quarterly limit of $250,000 on the amount of other services that the Deloitte Entities can provide the Company. Any services not specified that exceed the quarterly limit, or which would cause the amount of total other services provided by the Deloitte Entities to exceed the quarterly limit, must be approved by the Audit Committee Chairman before the provision of such services commences. The Audit Committee also requires management to provide it with regular quarterly reports of the amount of services provided by the Deloitte Entities. Since the adoption of such policies and procedures, all of such fees were approved by the Audit Committee in accordance therewith.The Board of Trustees recommends that you vote "FOR"“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for 2016.The affirmative vote of holders of a majority of the votes cast on this proposal at the Annual Meeting, assuming a quorum is present, is required for its approval. Because banks, brokers and other nominees are entitled to vote on this matter in their discretion, if they do not receive instructions from the applicable beneficial owner of Shares, we do not expect there to be significant broker non-votes on this proposal. Abstentions will not be counted as votes cast and will have no effect on the result of this vote. 2016 PROXY STATEMENT VORNADO REALTY TRUST 57 PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY'S DECLARATION OF TRUST TO ELIMINATE THE CLASSIFICATION OF THE COMPANY'S BOARD OF TRUSTEESSection 2.2 of the Company's Declaration of Trust (the "Declaration") provides for the classification of the Company's Board into three classes, with the Trustees of one class being elected every year to serve until the third succeeding annual meeting and until their successors are duly elected and qualify. In March 2016, the Board deemed advisable and approved an amendment to the Declaration that would eliminate the classification of the Board over a three-year period (the "Amendment") and directed that the Amendment be submitted for consideration and to be voted upon by the Company's shareholders at this annual meeting. The text of the Amendment is attached as Annex B to this Proxy Statement.In advance of this annual meeting, the Corporate Governance and Nominating Committee of the Board (comprised entirely of independent Trustees) as well as the full Board reviewed and reconsidered the arguments both for and against a classified board of trustees, many of which have been set forth in previous proxy statements in connection with non-binding shareholder declassification proposals, as well as other factors, including the results of the votes upon such shareholder proposals. In addition, we engaged in an extensive shareholder outreach effort to discuss governance matters, including our Board classification. Arguments for eliminating the classification of a board of trustees include that it could have the effect of increasing trustee accountability, it would give shareholders the opportunity to express their views on the performance of each trustee annually, it is responsive to our shareholders and the annual election of directors has become the norm for S&P 500 companies. Arguments against eliminating the classification of a board of trustees include that classified three-year terms for trustees can be consistent with and supportive of a company's long-term business and investment strategy and that a classified board structure can help to safeguard against coercive attempts to acquire control over a company. After careful consideration, the Corporate Governance and Nominating Committee recommended to the Board that, although there continue to be strong arguments in favor of continuing a classified board, it was advisable to amend the Declaration to eliminate the classification of the Board. The Board considered carefully the recommendation of the Corporate Governance and Nominating Committee as well as the reasons for that recommendation and determined that it was advisable to amend the Declaration to eliminate the classification of the Board.If the Amendment is approved by the Company's shareholders, then the Company will file Articles of Amendment to the Declaration containing the amendment text set forth in Annex B to this Proxy Statement with the State Department of Assessments and Taxation of Maryland. The Amendment provides that the Trustees elected at this annual meeting will serve until the 2019 annual meeting of shareholders, the Trustees elected at the 2017 annual meeting of shareholders will serve until the 2018 annual meeting of shareholders, the Trustees elected at the 2018 annual meeting of shareholders will serve until the 2019 annual meeting of shareholders and beginning with the 2019 annual meeting of shareholders, all trustees will be elected to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualify. Accordingly, if the Amendment is approved by the Company's shareholders, then at the Company's 2019 annual meeting of shareholders, the transition to a declassified Board would be complete and, at the annual meeting of shareholders held in 2019, the entire Board would be elected to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualify.The Board of Trustees recommends that you vote "FOR" the approval of the amendment to the Company's Declaration to eliminate the classification of the Board of Trustees.Vote RequiredThe affirmative vote of shareholders of not less than a majority of the Shares outstanding and entitled to vote on this proposal, assuming a quorum is present, is required to approve the Amendment. Abstentions and broker non-votes will not be counted as votes cast and will have the effect of a vote against the Amendment.If the Amendment is approved by the shareholders, it will become effective upon the acceptance for recording of the Articles of Amendment by the State Department of Assessments and Taxation of Maryland, which we would expect to occur promptly after the Annual Meeting. If the Amendment is not approved by the shareholders, Section 2.2 of the Declaration will remain as currently in effect and the classification of the Board will not be eliminated. 58VORNADO REALTY TRUST2016 PROXY STATEMENT 65 2020 PROXY STATEMENT PROPOSAL 4:3: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATIONThe Compensation Discussion and Analysis section appearing earlier in this proxy statement describes our executive compensation program and the compensation decisions made by the Compensation Committee in or for 20152019 with respect to our Chief Executive Officer and other officers named in the Summary Compensation Table (whom we refer to as the "Named“Named Executive Officers"Officers”). In accordance with the rules and regulations of the SEC, the Board of Trustees is asking shareholders to cast avote for the following non-binding, advisory vote on the following resolution:Advisory Resolution on Executive CompensationProposal:Resolved: That the shareholders of Vornado Realty Trust (the "Company"“Company”) approve, by a non-binding, advisory resolution, the compensation of the Company'sCompany’s executive officers named in the Summary Compensation Table, as disclosed in the proxy statement for this Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the tables and the related footnotes and narrative accompanying the tables contained in our "Executive Compensation"“Executive Compensation” section).Supporting Statement: In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, our shareholders have the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers.Named Executive Officers. At our 20112017 Annual Meeting of Shareholders, our shareholders elected, via an affirmative vote of a majority of all votes cast on the matter, to hold such non-binding, advisory votes on executive compensation on an annual basis, and, accordingly, we have elected to continue to annually hold an advisory vote on the compensation of our named executive officers.Our executive compensation programs are described in detail in this proxy statement in the section titled "Compensation“Compensation Discussion and Analysis"Analysis,” the accompanying tables and the accompanying tables.related narrative disclosure in this Proxy Statement. These programs are designed to attract and retain talented individuals who possess the skills and expertise necessary to lead Vornado.The Compensation Committee regularly assesses all elements of the compensation paidVornado and to our Named Executive Officers. In 2012, the Compensation Committee implemented a series of modifications to our compensation programs to address input received from our shareholders. A summary of our current compensation programs, inclusive of the aforementioned modifications, is presented in the Compensation Discussion and Analysis section and the accompanying tables and related narrative disclosure in this proxy statement. The Compensation Committee believes that the Company's present compensation programs promote in the best manner possible our business objectives while aligning the interests of the Named Executive Officers with our shareholders to enhance continued positive financial results. During 2015,The Compensation Committee regularly assesses all elements of the Company recorded strong financial results while continuingcompensation paid to our simplification and focusing strategy, producing 10.5%Named Executive Officers.We continue to deliver long-term growth in comparable funds from operations (per diluted share), and spinning offto our strip shopping centers and malls business into Urban Edge Properties (NYSE: UE) in January 2015 and selling over $1 billionshareholders, with a TSR of non-core or non-strategic assets and purchasing approximately $850 million of high-quality assets in New York City (including approximately $700 million in Manhattan).82.2% for the ten-year period through 2019. We believe the compensation programs for our Named Executive Officers are a key ingredientfactor in motivating our executives to continue to deliver such results.The results of this advisory vote are not binding on the Compensation Committee, the Company or our Board of Trustees. Nevertheless, theour Board of Trustees values input from our shareholders and will consider carefully the results of this vote when making future decisions concerning executive compensation.The Board of Trustees unanimously recommends a vote "FOR"“FOR” the non-binding, advisory resolution on executive compensation.The affirmative vote of a majority of all the votes cast on this proposal at the Annual Meeting, assuming a quorum is present, is necessary to approve, on an advisory basis, the compensation of our Named Executive Officers. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of thethis vote. 66 2016 PROXY STATEMENT VORNADO REALTY TRUST 2020 PROXY STATEMENT 59PROPOSAL 4: APPROVAL OF AMENDMENTS TO THE 2019 OMNIBUS SHARE PLANThe Company’s shareholders approved the 2019 Omnibus Share Plan of Vornado Realty Trust (the “2019 Plan”) at the Company’s 2019 annual shareholder meeting. The Board of Trustees is asking the Company’s shareholders to approve limited amendments to the 2019 Plan in order to permit the Company to issue compensation in the form of other equity securities of the Company (as amended, the “Amended 2019 Omnibus Share Plan” or the “Amended 2019 Plan”).BackgroundAs recently noted by the Company’s Chairman and Chief Executive Officer, recognizing that THE PENN DISTRICT is different than the Company’s other office assets, it seems appropriate that shareholders be given the choice between higher growth assets (THE PENN DISTRICT) or the Company’s traditionally stable other office assets, possibly through a tracking stock. A tracking stock is not a legal separation of part of a company from the remainder of that company but instead is a security of that company that is designed to track one or more businesses of that company and the assets, liabilities, revenues and expenses attributable to those businesses. Therefore, in order to permit the Company to issue compensation in, or linked to, tracking stock that tracks financially THE PENN DISTRICT, if such tracking stock is in fact issued, the 2019 Plan must be amended. Accordingly, upon the recommendation of the Compensation Committee, the Board of Trustees determined that it is in the best interests of the Company and its shareholders to adopt the Amended 2019 Plan, which was unanimously approved by the Board on March 26, 2020. Approving the Amended 2019 Plan will not assure the issuance of the tracking stock or other transaction with respect to THE PENN DISTRICT.The amendments are intended to prevent dilution of the securities available for issuance under the 2019 Plan and give the Company greater flexibility in structuring its compensation programs to attract and retain employees. The amendments to the 2019 Plan would provide that, if the Company issues any dividend or distribution to its shareholders in the form of another equity security of the Company (for example, a new class of common stock or preferred stock), then the awards that may be granted under the Amended 2019 Plan will be equitably adjusted to include (1) the Shares then-remaining available for issuance and (2) an amount of the other equity securities of the Company that would have been issued in respect of those Shares had they been outstanding.The amendments of the 2019 Plan do not increase the number of Shares currently available for issuance under the 2019 Plan, eliminate or increase any Share limits under the 2019 Plan or extend the term of the 2019 Plan. In addition, by determining the number of Share Equivalents that may be issued as a result of a dividend or distribution as described above, the amendment is designed to maintain, and not to increase, the overall value of awards available for issuance under the 2019 Plan immediately before the dividend or distribution.Continuing Features of the Amended 2019 Omnibus Share PlanAs discussed above, the Amended 2019 Plan does not change the terms of the 2019 Plan other than to contemplate certain adjustments to the number and kind of securities for which awards have been, or may be, granted under the Amended 2019 Plan. The Amended 2019 Plan maintains the existing features of the plan, including:•No Evergreen or Liberal Share Recycling Provisions. The Amended 2019 Plan does not contain an evergreen provision and authorizes a fixed number of Shares available for grant. Shares tendered by a participant or withheld by the Company in payment of the exercise price or consideration required to be paid, or to satisfy any tax withholding obligation, with respect to an award are not available for future awards.•No Discounted Awards or Repricings. The exercise price per Share of options and stock appreciation rights may not be less than the fair market value of a Share on the grant date and may not be repriced without shareholder approval.•Claw-back, Equity Ownership and Anti-Hedging and Pledging Policies. Awards under the Amended 2019 Plan will be subject to our policies, including our claw-back policy, equity ownership guidelines and anti-hedging and pledging policies. VORNADO REALTY TRUST 67 2020 PROXY STATEMENT •One-Year Minimum Vesting for All Award Types. Subject to acceleration of vesting for certain events to the extent permitted under the Amended 2019 Plan, awards are subject to a minimum of one-year vesting with a limited exception that up to five percent of available Shares may be subject to awards without this minimum vesting period.SUMMARY OF THE PROPOSED AMENDMENTS TO THE 2019 OMNIBUS SHARE PLANA copy of the full text of the Amended 2019 Plan is attached as Annex B to this proxy statement and the summary below is qualified in its entirety by reference to the text of the Amended 2019 Plan. For additional information regarding equity-based compensation granted to our Named Executive Officers, see “Compensation Discussion and Analysis.”As described above, the Company is proposing limited amendments to the 2019 Plan to permit the issuance of equity awards of, or linked to, other equity securities of the Company, and not only the Shares, as is currently the case. The proposed amendments are intended to prevent dilution and give the Company greater flexibility in structuring its compensation programs to attract and retain employees. If approved, the amendments would amend and restate only (i) the definition of “Share Equivalent” in Section 2 of the 2019 Plan and (ii) Section 18 of the 2019 Plan.“Share Equivalent” is proposed to be amended and restated as follows (additions are italicized and deletions are bracketed):“Share Equivalent” shall be the measuring unit for purposes of the Plan to determine the number of Shares that may be subject to awards hereunder, which number of Shares shall not in any event exceed 11,000,000, subject to the provisions of this Section 2 or any adjustment in the kind and number of securities as provided in Section 18. For the avoidance of doubt, if the Trust issues any dividend or distribution to shareholders of the Trust in the form of another equity security of the Trust during the term of this Plan, then the Share Equivalents that may be subject to awards hereunder, including as a result of an adjustment or substitution pursuant to Section 18, shall include (i) the Share Equivalents then remaining for issuance and (ii) an amount of such other equity securities of the Trust as would have been issued as a dividend or distribution in respect of such Share Equivalents had they been outstanding.Section 18 is proposed to be amended and restated as follows (additions are italicized and deletions are bracketed): In the event of any change in the outstanding Shares by reason of any share dividend or split, reverse split, reclassification, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to [common] shareholders other than regular cash dividends (including, without limitation, a distribution of common or preferred shares of beneficial interest in the Trust), the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the kinds of common shares, preferred shares or other securities of the Trust, and the number of Share Equivalents, for which awards may be granted under the Plan, (ii) the number [or kind] and kinds of Shares, common shares, preferred shares or other securities issued or reserved for issuance pursuant to outstanding awards, and (iii) the number and kinds of Shares or other common shares set forth in Section 2 that can be issued through incentive stock options within the meaning of Section 422 of the Code; provided, however, that no such substitution or adjustment shall be required if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award; and further provided that no Participant shall have the right to require the Committee to make any adjustment or substitution under this Section 18 or have any claim or right whatsoever against the Trust or any of its subsidiaries or affiliates or any of their respective trustees, directors, officer or employees in respect of any action taken or not taken under this Section 18.The Board of Trustees unanimously recommends a vote “FOR” the approval of the Company’s Amended 2019 Omnibus Share Plan. 68 VORNADO REALTY TRUST 2020 PROXY STATEMENT Unless you direct otherwise in your proxy, proxies will be voted for the proposal. The affirmative vote of holders of the majority of the votes cast on the proposal is required for approval of the Amended 2019 Omnibus Share Plan. For purposes of the vote on this proposal, abstentions will have the effect of a vote against the proposal and broker non-votes will have no effect on the outcome of the proposal.OTHER INFORMATION REGARDING THE AMENDED 2019 PLANExcept as described above, the Amended 2019 Plan would not change the existing terms of the 2019 Plan. The material terms of the Amended 2019 Plan are summarized below, which summary is qualified in its entirety by reference to the text of the Amended 2019 Plan as reflected in Annex B to this proxy statement.PurposeThe purpose of the Amended 2019 Plan is to promote the interests of the Company by encouraging its employees and the employees of its subsidiaries, including officers (together, the “Employees”), its non-employee trustees and non-employee directors of its subsidiaries (together, the “Non-Employee Trustees) and certain non-employee advisors and consultants that provide bona fide services to the Company or its subsidiaries (together, the “Consultants”) to acquire an ownership position in the Company, enhancing its ability to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability and providing such Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Company’s success and to further align the interests of Employees, Non-Employee Trustees and Consultants with shareholders.OverviewUnder the Amended 2019 Plan, eligible participants may be granted awards of stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards (including the grant or offer for sale of unrestricted Shares) and limited partnership units (“OP Units”) of Vornado Realty L.P. (or any successor entity), the entity through which the Company conducts substantially all its business (including appreciation-only OP Units). Awards of performance shares, restricted stock and other stock-based awards may provide the holder with dividends or dividend equivalents and voting rights prior to vesting. If dividends or dividend equivalents are granted, dividend and dividend equivalents will be paid to the holder at the same time as the Company pays dividends to holders of the Company’s Shares but not less than annually. Notwithstanding the foregoing, a holder’s right to dividends and dividend equivalent payments in the case of an award that is subject to performance-based conditions will be treated as unvested so long as the performance conditions have not been met, and any such dividend equivalent payments that would otherwise have been paid during the performance period will instead be accumulated and paid within 30 days following the date on which such award is determined by the Company to have been earned.Shares Available for Grant under the Amended 2019 PlanSubject to adjustment as described below, awards may be granted under the Amended 2019 Plan with respect to a maximum of 5,500,000 Share Equivalents (as defined below), which, in accordance with the share counting provisions of the Amended 2019 Plan, would result in the issuance of up to a maximum of 5,500,000 Shares if all awards granted under the Amended 2019 Plan were Full Value Awards (as defined below) and 11,000,000 Shares if all of the awards granted under the Amended 2019 Plan were Not Full Value Awards (as defined below) (which includes 1,705,253 Shares remaining under the Company’s 2010 Omnibus Share Plan on March 18, 2019). “Share Equivalents” are the measuring unit for determining the number of Shares that may be subject to awards. If the Company issues any dividend or distribution to its shareholders in the form of another equity security of the Company during the term of the Amended 2019 Plan, then the Share Equivalents that may be subject to awards, including as a result of the adjustments described under “Adjustment of and Changes in Shares” below, will include (i) the Share Equivalents then-remaining for issuance and (ii) an amount of such other equity securities of the Company as would have been issued as a dividend or distribution in respect of such Share Equivalents had they been outstanding.The Amended 2019 Plan is commonly referred to as a fungible unit plan. Restricted shares, restricted units or other securities that have a value equivalent to a full Share are referred to as “Full Value Awards.” Securities such as options, appreciation-only OP Units or stock appreciation rights that require the grantee to pay an exercise or VORNADO REALTY TRUST 69 2020 PROXY STATEMENT conversion price or otherwise do not deliver the full value of the underlying Share or underlying OP Unit due to the deduction of a strike price are referred to as “Not Full Value Awards.” When a grant is made under the Amended 2019 Plan, we will reduce the number of Share Equivalents available under the Amended 2019 Plan (1) one Share Equivalent for each Share awarded pursuant to an award that is a Full Value Award and (2) one-half a Share Equivalent for each Share awarded pursuant to an award that is a Not Full Value Award. This means, for instance, if we were to award only restricted shares under the Amended 2019 Plan, we could award 5,500,000 restricted shares. On the other hand, if we were to award only options under the Amended 2019 Plan, we could award options to purchase 11,000,000 Shares (at the applicable exercise price). We also could issue any combination of the foregoing (or of other securities available under the Amended 2019 Plan) with the reductions in availability to be made in accordance with the foregoing ratios.If any award granted under the Amended 2019 Plan expires or is forfeited, terminated or cancelled, or is paid in cash in lieu of Shares, then the Shares underlying any such award will again become available for grant under the Amended 2019 Plan in an amount equal to one Share Equivalent for each Share that is subject to a Full Value Award and by one-half Share Equivalent for each Share that is subject to an award that is a Not Full Value Award, in each case, at the time such award expires or is forfeited, terminated or cancelled. Awards that are settled in cash do not affect the number of Share Equivalents available for awards under the Amended 2019 Plan to the extent paid or settled in cash.The number of Share Equivalents available under the Amended 2019 Plan will be reduced (1) upon the exercise of a stock option, appreciation-only OP Unit or a stock appreciation right by one-half of the gross number of Shares for which the award is exercised even if the award is exercised by means of a net-settlement exercise procedure or if Shares are withheld to satisfy any tax withholding obligation and (2) by one Share for each Share withheld to satisfy any tax withholding obligation with respect to any Full Value Award. Awards issued or assumed under the Amended 2019 Plan in connection with any merger, consolidation, acquisition of property or stock, reorganization or similar transaction will not count against the number of Share Equivalents that may be granted under the Amended 2019 Plan.No more than 11,000,000 Shares (subject to adjustment as described below) may be issued upon the exercise of “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code) granted under the Amended 2019 Plan.Shares issued under the Amended 2019 Plan would be authorized and unissued Shares. The fair market value of one Share on March 16, 2020 (the record date) was $37.29 per Share (the average of the high and low market price on the New York Stock Exchange on that date).Estimate of BenefitsBecause awards under the Amended 2019 Plan are made on a discretionary basis by the Board or Compensation Committee, it is not possible to determine the benefits that will be received by our executive officers and other key employees. Information on our most recent equity awards is set forth under “Compensation Discussion and Analysis,” “Executive Compensation” and under “New Plan Benefits.”Adjustment of and Changes in SharesIn the event of any change in the outstanding Shares by reason of any share dividend or split, reverse split, reclassification, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to shareholders other than regular cash dividends, the Compensation Committee will make such substitution or adjustment, if any, as it deems equitable to (1) the kinds of common shares, preferred shares or other securities, and the number of Share Equivalents, for which awards may be granted under the Amended 2019 Plan, (2) the number and kinds of Shares or other securities issued or reserved for issuance pursuant to outstanding awards and (3) the number and kinds of Shares or other common shares that can be issued through incentive stock options.AdministrationThe Amended 2019 Plan will be administered and interpreted by the Compensation Committee. The Compensation Committee is authorized to select Employees, Non-Employee Trustees and Consultants to receive awards, determine the type of awards to be made, determine the number of equity-based securities subject to 70 VORNADO REALTY TRUST 2020 PROXY STATEMENT any award and the other terms and conditions of such awards. Our Board of Trustees, in its sole discretion, also may grant awards or administer the Amended 2019 Plan.EligibilityAll Employees, Non-Employee Trustees and Consultants are eligible to receive awards under the Amended 2019 Plan, as determined by the Compensation Committee. As of December 31, 2019, 664 Employees, 17 Non-Employee Trustees (including nine non-employee directors of the Company’s subsidiaries) and five Consultants were eligible to participate in the 2019 Plan and would have been eligible to participate in and receive awards under the Amended 2019 Plan, if it had been adopted and effective at such time.Transfer RestrictionsAwards are not assignable or transferable except by will or the laws of descent and distribution and no right or interest of any holder may be subject to any lien, obligation or liability of the holder. The Compensation Committee may determine, at the time of grant or thereafter, that an award (other than stock options intended to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code) is transferable by a holder to such holder’s immediate family members (or trusts, partnerships or limited liability companies established for such immediate family members).Claw-back/RecoupmentAwards granted under the Amended 2019 Plan will be subject to the requirement that the awards be forfeited or repaid to the Company after they have been distributed to the participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by any claw-back or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.Term; Amendment and TerminationThe Amended 2019 Plan has a term through May 16, 2029, but any award granted prior to such date, and the Compensation Committee’s authority to administer the terms of such awards, will remain in effect until the award is settled or lapses. The Amended 2019 Plan will be effective, subject to its approval by the shareholders, as of the date of the approval by the requisite number of shareholders of the Trust at the 2020 Annual Meeting. The Compensation Committee may amend or terminate the Amended 2019 Plan or any portion of the Amended 2019 Plan at any time, except that no amendment may be made without shareholder approval if such amendment (i) would increase the maximum aggregate number of Shares that may be issued under the Amended 2019 Plan, (ii) would materially expand the class of service providers eligible to participate in the Amended 2019 Plan, (iii) would result in a material increase in the benefits accrued to participants under the Amended 2019 Plan, (iv) would reduce the exercise or conversion price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise or conversion price that is less than the exercise or conversion price of the original stock options or stock appreciation rights or (v) requires shareholder approval to comply with any applicable laws, regulations or rules, including the rules of a securities exchange or self-regulatory agency. If there is a change in applicable tax law such that OP Units become taxable to the holder of such OP Units as ordinary income, the Operating Partnership, at any time in the sole discretion of the Company or the general partner of the Operating Partnership, may cause the OP Units to be restructured and/or substituted for other awards in a way that permits a tax deduction to the Operating Partnership or the Company while preserving substantially similar pre-tax economics to the holder of such OP Units.Types of AwardsOperating Partnership UnitsOP Units are valued by reference to the value of the underlying Shares to which such award relates. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of OP Unit awards, including computation of financial metrics and/or achievement of pre-established performance goals, VORNADO REALTY TRUST 71 2020 PROXY STATEMENT are established by the Compensation Committee. Such OP Unit awards may provide the holder with dividend-equivalent rights prior to vesting.Appreciation-Only OP Units (or AO LTIP Units)“AO LTIP Units” are a class of OP Units that are intended to produce for holders a substantially similar non-tax economic effect as that of options. Each AO LTIP Unit is potentially convertible into Class A OP Units (each one of which is ultimately redeemable for one Share or cash at the option of the Company). Each AO LTIP Unit will be issued under the Amended 2019 Plan and may be convertible for up to a period of 10 years from the date of grant. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of AO LTIP Unit awards, including computation of financial metrics and/or achievement of pre-established performance goals, are established by the Compensation Committee. On the date of grant, each AO LTIP Unit is awarded with a specified conversion price. That conversion price will never be lower (and may be significantly higher) than the price for one Share on the date of grant. Each AO LTIP Unit, on conversion, will be converted into such number of Class A OP Units that has a value equal to the excess of the closing price per Share on the date of conversion on the New York Stock Exchange over the specified conversion price. After a required two-year holding period, those Class A OP Units, in turn, may be redeemable for Shares. Such AO LTIP Unit awards may provide the holder with dividend-equivalent rights prior to vesting.Stock OptionsStock options entitle the holder to purchase the Company’s Shares at a per Share price determined by the Compensation Committee, which in no event may be less than the fair market value of the Shares on the date of grant. Options may be either “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code or “non-qualified” stock options.Stock options are exercisable for such period as is determined by the Compensation Committee, but in no event may options be exercisable after 10 years from the date of grant. The option price for Shares purchased upon the exercise of an option must be paid in full at the time of exercise and may be paid in cash, by tender of Shares, by such other consideration as the Compensation Committee deems appropriate or by a combination of cash, Shares and such other consideration. The Amended 2019 Plan does not provide for the grant of “reload stock options” (meaning, if a grantee were to pay the applicable exercise in Shares already owned, the grantee would automatically be granted a new option in the amount of the surrendered Shares).Stock Appreciation RightsStock appreciation rights entitle the holder to receive from the Company an amount equal to the amount by which the fair market value of a Share on the date of exercise exceeds the grant price. The Compensation Committee will establish the grant price, which may not be less than the fair market value of the Shares on the date of grant and the term, which will not be more than 10 years from the date of grant. Stock appreciation rights may be granted in tandem with a stock option or in addition to a stock option or may be freestanding and unrelated to a stock option. The Compensation Committee is authorized to determine whether a stock appreciation right will be settled in cash, Shares or a combination thereof. Stock appreciation rights settled in cash will not reduce the number of Shares issuable under the Amended 2019 Plan.Performance SharesPerformance share awards consist of a grant of actual Shares or Share units having a value equal to an identical number of the Company’s Shares in amounts determined by the Compensation Committee at the time of grant. Performance share awards consisting of actual Shares entitle the holder to receive Shares in an amount based upon performance conditions of the Company over a performance period as determined by the Compensation Committee at the time of grant. Such performance share awards may provide the holder with dividends and voting rights prior to vesting, subject to dividend accumulation until vested as described above. Performance share awards consisting of Share units entitle the holder to receive the value of such units in cash, Shares or a combination thereof based upon performance conditions and over a performance period as determined by the Compensation Committee at the time of grant. 72 VORNADO REALTY TRUST 2020 PROXY STATEMENT Restricted SharesRestricted share awards consist of a grant of actual Shares or Share units having a value equal to an identical number of Shares of the Company. Restricted share awards consisting of actual Shares entitle the holder to receive Shares of the Company. Such restricted share awards may provide the holder with dividends and voting rights prior to vesting. Restricted share awards consisting of Share units entitle the holder to receive the value of such units in cash, Shares or a combination thereof as determined by the Compensation Committee and may provide the holder with dividends. The employment or other conditions and the length of the period for vesting of restricted share awards are established by the Compensation Committee at the time of grant.Other Stock-Based AwardsOther types of equity-based or equity-related awards, including the grant or offer for sale of unrestricted Shares, may be granted under such terms and conditions as may be determined by the Compensation Committee.VestingThe Compensation Committee will determine the time or times at which awards become vested, unrestricted or may be exercised, subject to the following limitations. Subject to accelerated vesting upon certain events that may be specified in an award agreement, including upon an involuntary termination of employment or service, the occurrence of a change in control or a grantee’s retirement, disability, hardship or death, (i) awards that are not Full Value Awards will not vest or be exercisable earlier than the first anniversary of the date on which such award is granted, (ii) time-based vesting awards of Full Value Awards will be subject to a minimum one-year vesting period and (iii) performance-based vesting awards of Full Value Awards will have a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated. Notwithstanding the foregoing, a maximum of 5% of the maximum aggregate number of Share Equivalents available under the Amended 2019 Plan in respect of awards can be subject to awards without regard to the minimum vesting limits in the preceding sentence.Change in ControlIn the event of a change in control (as defined in the Amended 2019 Plan), the Compensation Committee may take one or more of the following actions with respect to outstanding awards, in its sole discretion: (i) settle awards for an amount of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount, if any, will be equal to the in-the-money spread value of such awards; (ii) provide for the assumption of or the issuance of substitute awards; (iii) modify the terms of such awards to add events, conditions or circumstances upon which the vesting of such awards or lapse of restrictions thereon will accelerate; (iv) deem any performance conditions satisfied or provide for the performance conditions to continue (in accordance with their terms or as adjusted by the Compensation Committee) after the change in control; or (v) provide that for a period of at least 20 days prior to the change in control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the change in control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the change in control) and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate.Material U.S. Federal Income Tax Consequences of AwardsBelow is a brief summary of the principal U.S. federal income tax consequences of awards under the Amended 2019 Plan under current law. This summary is not intended to be exhaustive and does not describe, among other things, state, local or foreign income, withholding and payroll tax matters, and other tax consequences. The specific tax consequences to a participant will depend on that participant’s individual circumstances.Incentive Stock Options. Upon the grant or exercise of an incentive stock option, no income will be recognized by the optionee for federal income tax purposes, and the Company will not be entitled to any deduction. If the Shares acquired upon exercise are not disposed of within the one year period beginning on the date of the transfer of the Shares to the optionee, nor within the two year period beginning on the date of the grant of the option, any gain or loss realized by the optionee upon the disposition of such Shares will be taxed as long term capital gain or loss. In such event, no deduction will be allowed to the Company. If such Shares are disposed of VORNADO REALTY TRUST 73 2020 PROXY STATEMENT within the periods referred to above, the excess of the fair market value of the Shares on the date of exercise (or, if less, the fair market value on the date of disposition) over the exercise price will be taxable as ordinary income to the optionee at the time of disposition, and the Company will be entitled to a corresponding deduction. The amount by which the fair market value of the Shares at the time of exercise of an incentive stock option exceeds the option price will constitute an item of tax preference that could subject the optionee to the alternative minimum tax. Whether the optionee will be subject to such tax depends on the facts and circumstances applicable to the individual.Non-Qualified Stock Options. Upon the grant of a non-qualified stock option, no income will be realized by the optionee, and the Company will not be entitled to any deduction. Upon the exercise of such an option, the amount by which the fair market value of the Shares at the time of exercise exceeds the exercise price will be taxed as ordinary income to the optionee, and the Company will be entitled to a corresponding deduction. All option grants to Non-Employee Trustees and Consultants are treated as non-qualified options for federal income tax purposes.Stock Appreciation Rights. Upon the grant of a stock appreciation right, no taxable income will be realized by the holder, and the Company will not be entitled to any tax deduction. Upon the exercise of a stock appreciation right, the amount by which the fair market value of the Shares at the time of exercise exceeds the grant price will be taxed as ordinary income to the holder, and the Company will be entitled to a corresponding deduction.Performance Shares and Restricted Shares. A participant will not be subject to tax upon the grant of a restricted share unit, or upon the grant of actual restricted Shares, unless such participant makes the election referred to below with respect to restricted Shares. Upon the vesting date (the date of lapse of the applicable forfeiture conditions or transfer restrictions, in the case of Share awards and, in the case of unit awards, the date of vesting and distribution of the Shares and/or cash underlying the units), the participant will recognize ordinary income equal to the fair market value of the Shares and/or cash received (less any amount such participant may have paid for the Shares), and the Company generally will be entitled to a deduction equal to the amount of income recognized by such participant. In the case of an award of actual restricted Shares, if any dividends are paid on such common shares prior to the vesting date, they will be includible in a participant’s income during the restricted period as additional compensation (and not as dividend income).A participant may elect to recognize immediately, as ordinary income, the fair market value of restricted Shares (less any amount paid for the Shares) on the date of grant, without regard to applicable forfeiture conditions and transfer restrictions. This election is referred to as a Section 83(b) election. If a participant makes this election, the holding period will begin the day after the date of grant, dividends paid on the Shares will be subject to the normal rules regarding distributions on stock and no additional income will be recognized by such participant upon the vesting date. However, if a participant forfeits the restricted Shares before the vesting date, no deduction or capital loss will be available to that participant (even though the participant previously recognized income with respect to such forfeited Shares). In the event that the Shares are forfeited by such participant, the Company generally will include in its income the amount of its original deduction.OP Units. OP Unit awards (including AO LTIP Unit awards) are intended to be structured to qualify as “profits interests” for federal income tax purposes, meaning that, under current law, no income will be recognized by the recipient upon grant or vesting, and the Company will not be entitled to any deduction. If OP Units are not disposed of within the three-year period beginning on the date of grant of the OP Unit award, any gain realized by the recipient upon disposition will be taxed as long term capital gain (assuming the applicable tax elections are made by the grantee in connection with the grant of the award).Disposition of Shares. Unless stated otherwise above, upon the subsequent disposition of Shares acquired under any of the preceding awards, the participant will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the participant’s basis in the Shares, and such amount will be long term capital gain or loss if such Shares were held for more than 12 months.Additional Medicare Tax. Participants are subject to a 3.8% tax on the lesser of (i) the participant’s “net investment income” for the relevant taxable year and (ii) the excess of the participant’s modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the participant’s circumstances). A participant’s net investment income generally includes dividend income and net gains from the disposition of Shares. Participants are urged to consult their tax advisors regarding the applicability of this Medicare tax to their income and gains in respect of their investment in Shares. 74 VORNADO REALTY TRUST 2020 PROXY STATEMENT Section 409A. If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Participants are urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.Non-Employee Trustees. The discussion above generally applies to awards to Non-Employee Trustees; provided that Non-Employee Trustees are not eligible to receive grants of incentive stock options, and any amounts taxable to Non-Employee Trustees in respect of awards are not subject to FICA taxation (but may instead be subject to certain self-employment taxes). Generally, cash-based awards, including retainers and fees, will be taxable to the recipient as ordinary income at the time paid.New Plan BenefitsNo awards will be granted under the Amended 2019 Plan prior to approval of the proposed amendments by our shareholders. Awards under the Amended 2019 Plan will be granted at the discretion of the Compensation Committee. As a result, it is not possible to determine the number or type of awards that will be granted to any person under the Amended 2019 Plan. The awards granted in 2019 under the 2010 Omnibus Share Plan and the 2019 Plan, which would not have changed if the Amended 2019 Plan had been in place instead of the 2019 Plan, are set forth in the table below. 2019 Omnibus Share Plan Name and Position Dollar Value ($)(1) Number of Units(2) Steven Roth 11,413,604 231,536 Joseph Macnow 3,353,058 63,690 Michael J. Franco 7,252,188 75,266 Haim H. Chera — — Glen J. Weiss 5,750,000 90,508 Current executive officers as a group (includes NEOs) 39,063,553 654,049 Current Non-Employee Trustees as a group 1,650,393 24,618 Employees other than executive officers as a group 4,567,783 66,990 (1)Dollar value reflects the grant date fair value of all awards granted in 2019.(2)Assumes target performance was achieved for awards subject to performance-based vesting conditions granted in 2019. VORNADO REALTY TRUST 75 2020 PROXY STATEMENT INCORPORATION BY REFERENCETo the extent this proxy statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act, of 1934, the sections entitled "Compensation“Compensation Committee Report on Executive Compensation"Compensation” and "Report“Report of the Audit Committee"Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated unless provided otherwise in such filing.ADDITIONAL MATTERS TO COME BEFORE THE MEETINGThe Board does not intend to present any other matter, nor does it have any information that any other matter will be brought, before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is the intention of each of the individuals named in the accompanying proxy to vote said proxy in accordance with theirhis or her discretion on such matters.PROXY AUTHORIZATION VIA THE INTERNET OR BY TELEPHONEWe have established procedures by which shareholders may authorize their proxies via the Internet or by telephone. You may also authorize your proxy by mail. Please see the proxy card or voting instruction form accompanying this proxy statement for specific instructions on how to authorize your proxy by any of these methods.Proxies authorized via the Internet or by telephone must be received by 11:59 P.M., New York City time, on Wednesday, May 18, 2016.13, 2020. Authorizing your proxy via the Internet or by telephone will not affect your right to revoke your proxy should you decide to do so.The Internet and telephone proxy authorization procedures are designed to authenticate shareholders'shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders'shareholders’ instructions have been recorded properly. The Company has been advised that the Internet and telephone proxy authorization procedures that have been made available are consistent with the requirements of applicable law. Shareholders authorizing their proxies via the Internet or by telephone should understand that there may be costs associated with voting in these manners, such as charges for Internet access providers and telephone companies that must be borne by the shareholder.ADVANCE NOTICE FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER PROPOSALSThe Bylaws of the Company currently provide that in order for a shareholder to nominate a candidate for election as a Trustee at an Annual Meeting of Shareholders outside of the proxy access provision in the Bylaws described below or propose business for consideration at such meeting, notice must be given to the Secretary of the Company no more than 120 days nor less than 90 days prior to the first anniversary of the preceding year'syear’s Annual Meeting and must include certain information specified in the Bylaws. As a result, any notice given by or on behalf of a shareholder pursuant to the provisions of our current Bylaws (other than the proxy access provision) must comply with the requirements of the Bylaws and must be delivered to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, betweennot earlier than January 14, 2021 and including January 19, 2017not later than the close of business on February 13, 2021.Shareholders who wish to submit a “proxy access” nomination for inclusion in our proxy statement in connection with our 2021 Annual Meeting of Shareholders must submit a written notice in compliance with the procedures and February 18, 2017. along with the other information required by our Bylaws to the Secretary of the Company at the principal executive office of the Company, 888 Seventh Avenue, New York, New York 10019, not earlier than November 4, 2020 and not later than December 4, 2020. 76 VORNADO REALTY TRUST 2020 PROXY STATEMENT The Board of Trustees may amend the Bylaws from time to time.Shareholders interested in presenting a proposal for inclusion in the proxy statement for the Company'sCompany’s Annual Meeting of Shareholders in 20172021 may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934. To be eligible for inclusion, shareholder proposals must be received at the 60VORNADO REALTY TRUST2016 PROXY STATEMENT 9, 2016.4, 2020.By Order of the Board of Trustees, Alan J. RiceSecretaryNew York, New YorkApril 8, 2016Alan J. Rice
SecretaryNew York, New York
April 3, 2020 2016 PROXY STATEMENT VORNADO REALTY TRUST 6177 2020 PROXY STATEMENT ANNEX AVORNADO REALTY TRUST
RECONCILIATION OF NON-GAAP METRICSBelow is a reconciliation of net income to NOI at share and NOI at share—cash basis. For the Year Ended
December 31, (Amounts in thousands) 2019 2018 Net income $ 3,334,262 $ 422,603 Depreciation and amortization expense 419,107 446,570 General and administrative expense 169,920 141,871 Transaction related costs, impairment losses and other 106,538 31,320 Income from partially owned entities (78,865) (9,149) Loss from real estate fund investments 104,082 89,231 Interest and other investment income, net (21,819) (17,057) Interest and debt expense 286,623 347,949 Net gain on transfer to Fifth Avenue and Times Square JV (2,571,099) — Purchase price fair value adjustment — (44,060) Net gains on disposition of wholly owned and partially owned assets (845,499) (246,031) Income tax expense 103,439 37,633 Loss (income) from discontinued operations 30 (638) NOI from partially owned entities 322,390 253,564 NOI attributable to noncontrolling interests in consolidated subsidiaries (69,332) (71,186) NOI at share 1,259,777 1,382,620 Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (6,060) (44,704) NOI at share—cash basis $ 1,253,717 $ 1,337,916 NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share—cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share—cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share—cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share—cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. 78 CORPORATE GOVERNANCE GUIDELINESI. IntroductionThe Board of Trustees (the "Board") of Vornado Realty Trust (the "Trust"), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted a set of corporate governance principles (the "Guidelines") to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines are in addition to the Trust's Amended and Restated Declaration of Trust and Amended and Restated Bylaws, in each case as amended. References to the masculine, feminine or neuter gender herein shall be deemed to include the others whenever the context so indicates or requires.II. Board CompositionThe composition of the Board should balance the following goals:nThe size of the Board should facilitate substantive discussions of the whole Board in which each Trustee can participate meaningfully;nThe composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Trust's business; andnA majority of the Board shall consist of Trustees who the Board has determined are "independent" under the Corporate Governance Rules (the "NYSE Rules") of The New York Stock Exchange, Inc. (the "NYSE").III. Selection of Chairman of the Board and Chief Executive OfficerThe Board is free to select its Chairman and the Trust's Chief Executive Officer in the manner it considers in the best interests of the Trust at any given point in time. These positions may be filled by one individual or by two different individuals.IV. Selection of TrusteesNominations. The Board is responsible for selecting the nominees for election to the Board. The Corporate Governance and Nominating Committee is responsible for recommending to the Board a slate of Trustees or one or more nominees to fill vacancies occurring between annual meetings of shareholders. The Corporate Governance and Nominating Committee may, in its discretion, work or otherwise consult with members of management of the Trust in preparing the Corporate Governance and Nominating Committee's recommendations.Criteria. The Board should, based on the recommendation of the Corporate Governance and Nominating Committee, consider new nominees for the position of independent Trustee on the basis of the following criteria:nPersonal qualities and characteristics, accomplishments and reputation in the business community;nCurrent knowledge and contacts in the communities in which the Trust does business and in the Trust's industry or other industries relevant to the Trust's business;nAbility and willingness to commit adequate time to Board and committee matters; 62 VORNADO REALTY TRUST 20162020 PROXY STATEMENT nThe fitfollowing table reconciles our NOI at share—cash basis to same store NOI at share—cash basis for the year ended December 31, 2019 compared to December 31, 2018:(Amounts in thousands) Total NOI at share - cash basis for the year ended December 31, 2019 $ 1,253,717 Less NOI at share - cash basis from: Acquisitions (266) Change in ownership interests in properties contributed to Fifth Avenue and
Times Square JV (5,183) Dispositions (8,219) Development properties (64,359) Other non-same store income, net (52,594) Same store NOI at share - cash basis for the year ended December 31, 2019 $ 1,123,096 NOI at share - cash basis for the year ended December 31, 2018 $ 1,337,916 Less NOI at share - cash basis from: Acquisitions (121) Change in ownership interests in properties contributed to Fifth Avenue and
Times Square JV (79,427) Dispositions (14,764) Development properties (81,137) Other non-same store income, net (78,119) Same store NOI at share - cash basis for the year ended December 31, 2018 $ 1,084,348 Increase in same store NOI at share - cash basis for the year ended December 31, 2019 compared to December 31, 2018 $ 38,748 % increase in same store NOI at share - cash basis 3.6% Same Store NOI at Share—Cash Basis represents NOI at share from operations which are in service in both the current and prior year reporting periods adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present this non-GAAP measure to (i) facilitate meaningful comparisons of the individual's skillsoperational performance of our properties and personality withsegments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of other Trustees and potential Trustees in maintaining a Board that is effective, collegial and responsive to the interests of the Trust; andnDiversity of viewpoints, experience and other demographics (including race, age and gender). The Trust is committed to including persons of diverse backgrounds in candidate pools when seeking new members of the Board. However, nomination of a candidateour peers. Same store NOI at share - cash basis should not be based solely on these factors.Independence Standards. To qualify as independent under the NYSE Rules, the Board must affirmatively determine that a Trustee has no material relationship with the Trust and/considered an alternative to net income or its consolidated subsidiaries. The Board has adopted the following categorical standards to assist it in making determinations of independence. For purposes of these standards, references to the "Trust" mean Vornado Realty Trustcash flow from operations and its consolidated subsidiaries.The following relationships have been determined not to be material relationships that would categorically impair a Trustee's ability to qualify as independent:1.Payments to and from other organizations. A Trustee's or his immediate family member's status as executive officer or employee of an organization that has made payments to the Trust, or that has received payments from the Trust, not in excess of the greater of:(i)$1 million; or(ii)2% of the other organization's consolidated gross revenues for the fiscal year in which the payments were made.In the case where an organization has received payments that ultimately represent amounts due to the Trust and such amounts are not due in respect of property or services from the Trust, these payments willmay not be considered amounts paidcomparable to the Trust for purposes of determining (i) and (ii) above so long as the organization does not retain any remuneration based upon such payments.2.Beneficial ownership of the Trust's equity securities. Beneficial ownershipsimilarly titled measures employed by a Trustee or his immediate family member of not more than 10% of the Trust's equity securities. A Trustee or his immediate family member's position as an equity owner, director, executive officer or similar position with an organization that beneficially owns not more than 10% of the Trust's equity securities.3.Common ownership with the Trust. Beneficial ownership by, directly or indirectly, a Trustee, either individually or with other Trustees, of equity interests in an organization in which the Trust also has an equity interest.4.Directorships with, or beneficial ownership of, other organizations. A Trustee's or his immediate family member's interest in a relationship or transaction where the interest arises from either or both of:(i)his or his family member's position as a director with an organization doing business with the Trust; or(ii)his or his family member's beneficial ownership in an organization doing business with the Trust so long as the level of beneficial ownership in the organization is 25% or less, or less than the Trust's beneficial ownership in such organization, whichever is greater.5.Affiliations with charitable organizations. The affiliation of a Trustee or his immediate family member with a charitable organization that receives contributions from the Trust, or an affiliate of the Trust, so long as such contributions do not exceed for a particular fiscal year the greater of:(i)$1 million; or(ii)2% of the organization's consolidated gross revenues for that fiscal year.companies. 2016 PROXY STATEMENT VORNADO REALTY TRUST 6379 2020 PROXY STATEMENT The following table reconciles net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: For the Year Ended
December 31, (Amounts in thousands, except per share amounts) 2019 2018 Net income attributable to common shareholders $ 3,097,806 $ 384,832 Per diluted share $ 16.21 $ 2.01 FFO adjustments: Depreciation and amortization of real property $ 389,024 $ 413,091 Net gains on sale of real estate (178,711) (158,138) Real estate impairment losses 32,001 12,000 Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests (2,559,154) — Net gain from sale of UE common shares (sold on March 4, 2019) (62,395) — Decrease (increase) in fair value of marketable securities: PREIT 21,649 — Lexington (sold on March 1, 2019) (16,068) 26,596 Other (48) (143) After-tax purchase price fair value adjustment on depreciable real estate — (27,289) Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: Depreciation and amortization of real property 134,706 101,591 Net gains on sale of real estate — (3,998) Decrease in fair value of marketable securities 2,852 3,882 (2,236,144) 367,592 Noncontrolling interests’ share of above adjustments 141,679 (22,746) FFO adjustments, net $ (2,094,465) $ 344,846 FFO attributable to common shareholders (non-GAAP) $ 1,003,341 $ 729,678 Convertible preferred share dividends 57 62 FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 1,003,398 $ 729,740 Per diluted share (non-GAAP) $ 5.25 $ 3.82 80 6.Relationships with organizations to which the Trust owes money. A Trustee's or his immediate family member's status as an executive officer or employee of an organization to which the Trust was indebted at the end of the Trust's most recent fiscal year so long as that total amount of indebtedness is not in excess of 5% of the Trust's total consolidated assets.7.Relationships with organizations that owe money to the Trust. A Trustee's or his immediate family member's status as an executive officer or employee of an organization which is indebted to the Trust at the end of the Trust's most recent fiscal year so long as that total amount of indebtedness is not in excess of 15% of the organization's total consolidated assets.8.Personal indebtedness to the Trust. A Trustee's or his immediate family member's being indebted to the Trust at any time since the beginning of the Trust's most recently completed fiscal year so long as such amount does not exceed the greater of:(i)$1 million; or(ii)2% of the individual's net worth.9.Leasing or retaining space from the Trust. The leasing or retaining of space from the Trust by:(i)a Trustee;(ii)a Trustee's immediate family member; or(iii)an affiliate of a Trustee or an affiliate of a Trustee's immediate family member;so long as in each case the rental rate and other lease terms are at market rates and terms in the aggregate at the time the lease is entered into or, in the case of a non-contractual renewal, at the time of the renewal.10.Other relationships that do not involve more than $100,000. Any other relationship or transaction that is not covered by any of the categorical standards listed above and that does not involve payment of more than $100,000 in the most recently completed fiscal year of the Trust.11.Personal relationships with management. A personal relationship between a Trustee or a Trustee's immediate family member and a member of the Trust's management.12.Partnership and co-investment relationships between or among Trustees. A partnership or co-investment relationship between or among a Trustee or a Trustee's immediate family member and other members of the Trust's Board of Trustees, including management Trustees, so long as the existence of the relationship has been previously disclosed in the Trust's reports and/or proxy statements filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.The fact that a particular transaction or relationship falls within one or more of the above categorical standards does not eliminate a Trustee's obligation to disclose the transaction or relationship to the Trust, the Board of Trustees or management as and when requested for public disclosure and other relevant purposes. For relationships that are either not covered by or do not satisfy the categorical standards above, the determination of whether the relationship is material and therefore whether the Trustee qualifies as independent may be made by the Corporate Governance and Nominating Committee or the Board. The Trust shall explain in the annual meeting proxy statement immediately following any such determination the basis for any determination that a relationship was immaterial despite the fact that it did not meet the foregoing categorical standards.Invitation. The invitation to join the Board should be extended by the Board itself via the Chairman of the Board and CEO of the Trust, together with an independent Trustee, when deemed appropriate. 64 VORNADO REALTY TRUST 20162020 PROXY STATEMENT Orientation and Continuing Education. Management, workingThe following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP): For the Year Ended
December 31, (Amounts in thousands, except per share amounts) 2019 2018 FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 1,003,398 $ 729,740 Per diluted share (non-GAAP) $ 5.25 $ 3.82 Certain (income) expense items that impact FFO attributable to common
shareholders plus assumed conversions: After-tax net gain on sale of 220 CPS condominium units $ (502,565) $ (67,336) Our share of loss from real estate fund investments 48,808 23,749 Previously capitalized internal leasing costs — (5,538) Non-cash impairment loss and related write-offs on 608 Fifth Avenue 77,156 — Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022 22,540 — Our share of additional New York City transfer taxes — 23,503 Preferred share issuance costs — 14,486 Other (6,119) (6,109) (360,180) (17,245) Noncontrolling interests’ share of above adjustments 22,989 993 Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net (B) $ (337,191) $ (16,252) Per diluted share (non-GAAP) $ (1.76) $ (0.09) FFO attributable to common shareholders plus assumed conversions, as
adjusted (non-GAAP) (A+B) $ 666,207 $ 713,488 Per diluted share (non-GAAP) $ 3.49 $ 3.73 FFO is computed in accordance with the definition adopted by the Board will provide an orientation process for new Trustees, including background material on the Trust, its business plan and its risk profile, and meetings with senior management. Membersof Governors of the BoardNational Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are requirednon-GAAP financial measures used by management, investors and analysts to undergo continuing education as recommended byfacilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the NYSE. In connection therewith,effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the Trust will reimburse Trustees for all reasonable costs associated with the attendance at or the completionvalue of any continuing education program supported, offered or approved by the NYSE or approved by the Trust.V. Term LimitsThe Boardreal estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not believe it should establish term limits.VI. Retirementrepresent cash generated from operating activities and is not necessarily indicative of TrusteesThe Board believes itcash available to fund cash requirements and should not establishbe considered as an alternative to net income as a mandatory retirement age.VII. Board MeetingsThe Board currently plans at least four meetings each year, with further meetings to occur (or action to be taken by unanimous written consent) at the discretion of the Board. The meetings will usually consist of committee meetings and the Board meeting.The agenda for each Board meeting will be established by the Chairman and CEO, with assistance of the Lead Trustee, the Trust's Secretary and internal Corporation Counsel. Any Trustee may suggest the inclusion of additional subjects on the agenda. Management will seek to provide to all Trustees an agenda and appropriate materials in advance of meetings, although the Board recognizes that this will not always be consistent with the timing of transactions and the operations of the business and that in certain cases itperformance measure or cash flow as a liquidity measure. FFO may not be possible.Materials presentedcomparable to the Board or its committees should besimilarly titled measures employed by other companies. In addition to FFO, we also disclose FFO, as concise as possible, while still providing adequate information for the Trustees to make an informed judgment.VIII. Executive SessionsTo ensure free and open discussion and communication among the non-management Trustees, the non-management Trustees will meet in executive sessions periodically, with no membersadjusted. Although this non-GAAP measure clearly differs from Nareit’s definition of management present. Non-management Trustees who are not independent under the NYSE Rules may participate in these executive sessions, but the independent Trustees should meet separately in executive session at least once per year.At any time that the independent Trustees have not appointedFFO, we believe it provides a Lead Trustee or the Lead Trustee is not present, the participants in any executive sessions will select by majority votemeaningful presentation of those attending a presiding Trustee for such sessions or any such session.In order that interested parties may be able to make their concerns known to the non-management Trustees, the Trust shall disclose a method for such parties to communicate directly with the Lead Trustee or the non-management Trustees as a group. For the purposes hereof, communication through a third party such as an external lawyer or a third-party vendor who relays information to non-management members of the Board will be considered direct.IX. The Committees of the BoardThe Trust shall have at least the committees required by the NYSE Rules. Currently, these are the Audit Committee, the Compensation Committee and a nominating/corporate governance committee, which in our Trust is called the Corporate Governance and Nominating Committee. Each of these three committees must have a written charter satisfying the rules of the NYSE.operating performance. 2016 PROXY STATEMENT VORNADO REALTY TRUST 6581 2020 PROXY STATEMENT ANNEX BAmended 2019 Omnibus Share PlanVornado Realty Trust2019 Omnibus Share Plan, as amended(Subject to approval by shareholders on May 14, 2020) 82 All Trustees, whether members of a committee or not, are invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair will give a periodic report of his or her committee's activities to the Board.Each of the Corporate Governance and Nominating Committee, the Audit Committee and the Compensation Committee shall be composed of at least such number of Trustees as may be required by the NYSE Rules who the Board has determined are "independent" under the NYSE Rules. Any additional qualifications for the members of each committee shall be set out in the respective committee's charter. A Trustee may serve on more than one committee for which he or she qualifies.Each committee may take any action in a meeting of the full Board, and actions of the Board, including the approval of such actions by a majority of the members of the Committee, will be deemed to be actions of that committee. In such circumstance only the votes cast by members of the committee shall be counted in determining the outcome of the vote on matters upon which the committee acts.X. Management SuccessionAt least annually, the Board shall review and concur in a succession plan, developed by management, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.XI. Lead TrusteeThe independent Trustees will annually elect an independent Trustee to serve as Lead Trustee. The Lead Trustee will serve as a resource to the Chairman and to the other independent Trustees, coordinating the activities of the independent Trustees. The Lead Trustee will perform such other duties and responsibilities as the Board may determine.The Board has determined that the Lead Trustee should have the following specific duties and responsibilities:(i)Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Trustees;(ii)Serve as liaison between the Chairman and the independent Trustees;(iii)Consult with the Chairman regarding and approving:(a)an appropriate schedule of Board meetings;(b)agenda items; and(c)materials sent in advance of Board meetings, provided that all Trustees may suggest items for inclusion on the agenda; and(iv)Call meetings of the independent Trustees when necessary or appropriate.In addition, if requested by major shareholders, the Lead Trustee will ensure that he or she is available for consultation and direct communication. 66 VORNADO REALTY TRUST 2020 PROXY STATEMENT 2016 PROXY STATEMENTTable of Contents XII. Executive CompensationEvaluating and Approving Compensation for the CEO. The Board, acting through the Compensation Committee, annually evaluates the performance of the CEO and the Trust against the Trust's goals and objectives and approves the compensation level of the CEO.Evaluating and Approving Compensation of Management. The Board, acting through the Compensation Committee, evaluates and approves the proposals for overall compensation policies applicable to executive officers.XIII. Board CompensationThe Board should conduct a review at least once every three years of the components and amount of Trustee compensation in relation to other similarly situated companies. Trustee compensation should be consistent with market practices but should not be set at a level that would call into question the Board's objectivity.XIV. Prohibition on Short SalesIn accordance with Federal securities laws, the Trust should prohibit short sales by its executive officers of its equity securities.XV. Expectations of TrusteesThe business and affairs of the Trust are managed under the direction of the Board in accordance with Maryland law. In performing his or her duties, the primary responsibility of each Trustee is to exercise his or her business judgment in a manner he or she reasonably believes to be in the best interests of the Trust. The Board has developed the following specific expectations of Trustees to promote the discharge of this responsibility and the efficient conduct of the Board's business.Commitment and Attendance. All independent and management Trustees should make every reasonable effort to attend meetings of the Board and meetings of committees of which they are members. Members may attend by telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. The Board may act by unanimous written consent in lieu of a meeting.Participation in Meetings. Each Trustee should be sufficiently familiar with the business of the Trust, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Upon request, management will make appropriate personnel available to answer any questions a Trustee may have about any aspect of the Trust's business. Trustees should also review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.Loyalty and Ethics. Each Trustee should act in good faith. This duty mandates that the best interests of the Trust take precedence over any interests of a Trustee.The Trust has adopted a Code of Business Conduct and Ethics (the "Code"), including a compliance program to enforce the Code. Certain portions of the Code deal with activities of Trustees, particularly with respect to transactions in securities of the Trust, potential conflicts of interest, the taking of corporate opportunities for personal use, and competing with the Trust. Each Trustee should be familiar with the Code's provisions in these areas and should consult with any member of the Trust's Corporate Governance and Nominating Committee or the Trust's internal Corporation Counsel in the event of any concerns. The Corporate Governance and Nominating Committee is ultimately responsible for applying the Code to specific situations and has the authority to interpret the Code in any particular situation. 2016 PROXY STATEMENT �� VORNADO REALTY TRUST 6783 2020 PROXY STATEMENT 1.PurposeThe purpose of the 2019 Omnibus Share Plan of Vornado Realty Trust, as amended from time to time (the “Plan”), is to promote the interests of Vornado Realty Trust (the “Trust”), including its growth and performance, by encouraging employees of the Trust and its subsidiaries, including officers (together, the “Employees”), its non-employee trustees of the Trust and non-employee directors of its subsidiaries (together, the “Non-Employee Trustees”) and certain non-employee advisors and consultants that provide bona fide services to the Trust or its subsidiaries (together, the “Consultants”) to acquire an ownership position in the Trust, enhancing the ability of the Trust and its subsidiaries to attract and retain Employees, Non-Employee Trustees and Consultants of outstanding ability, and providing Employees, Non-Employee Trustees and Consultants with a way to acquire or increase their proprietary interest in the Trust’s success and to further align the interests of the Employees, Non-Employee Trustees and Consultants with shareholders of the Trust. Each of the terms set forth in the Appendix is defined in the Section of the Plan set forth opposite such term.The Plan replaces the 2010 Omnibus Share Plan of Vornado Realty Trust, as amended (the “Predecessor Plan”), for awards granted on or after the Effective Date (as defined in Section 22). Awards may not be granted under the Predecessor Plan beginning on the Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any outstanding grants under the Predecessor Plan prior to the Effective Date.2.Shares Available for AwardsSubject to the provisions of this Section 2 or any adjustment as provided in Section 18, awards may be granted under the Plan with respect to 5,500,000 Share Equivalents (as defined below), which, in accordance with the share counting provisions of this Section 2, would result in the issuance of up to a maximum of 5,500,000 common shares, par value $0.04, of beneficial interest in the Trust (the “Shares”) if all awards granted under the Plan were Full Value Awards (as defined below) and 11,000,000 Shares if all awards granted under the Plan were not Full Value Awards (which includes the number of Shares remaining under the Predecessor Plan as of March 18, 2019). The Shares issued under the Plan may be authorized and unissued Shares or treasury Shares, as the Trust may from time to time determine. Any Shares that are subject to awards that are not Full Value Awards shall be counted against the number of Share Equivalents available for the grant of awards under the Plan, as set forth in the first sentence of this Section 2, as one-half Share Equivalent for every Share granted pursuant to an award; any Shares that are subject to awards that are Full Value Awards shall be counted as one Share Equivalent for every Share granted pursuant to an award.“Share Equivalent” shall be the measuring unit for purposes of the Plan to determine the number of Shares that may be subject to awards hereunder, which number of Shares shall not in any event exceed 11,000,000, subject to the provisions of this Section 2 or any adjustment in the kind and number of securities as provided in Section 18. For the avoidance of doubt, if the Trust issues any dividend or distribution to shareholders of the Trust in the form of another equity security of the Trust during the term of this Plan, then the Share Equivalents that may be subject to awards hereunder, including as a result of an adjustment or substitution pursuant to Section 18, shall include (i) the Share Equivalents then-remaining for issuance and (ii) an amount of such other equity securities of the Trust as would have been issued as a dividend or distribution in respect of such Share Equivalents had they been outstanding.“Full Value Award” means an award under the Plan other than a stock option, stock appreciation right or other award that does not deliver on the grant date of such award the full value of the underlying Shares or underlying OP Units. “OP Units” are undivided fractional limited partnership interests in Vornado Realty L.P. (together with any successor entity, the “Operating Partnership”), of one or more classes established pursuant to the Operating Partnership’s agreement of limited partnership, as amended from time to time. The Operating Partnership is a Delaware limited partnership, the entity through which the Trust conducts its business and an entity that has elected to be treated as a partnership for federal income tax purposes.The Compensation Committee (the “Committee”) of the Board of Trustees of the Trust (the “Board of Trustees”) may, without affecting the number of Share Equivalents available pursuant to this Section 2, authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, reorganization or similar transaction upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A of the Code (“Section 409A”) and any other applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”). 84 Other Directorships. The Board values the experience Trustees bring from other boards on which they serve, but recognizes that those boards may also present demands on a Trustee's time and availability and may present conflicts or legal issues. A Trustee should advise the Chairman of the Corporate Governance and Nominating Committee and the CEO before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses or governmental units.Contact with Management. Trustees have complete access to senior management and management information. Management will be responsive to requests for information from Trustees. The Board encourages the Chief Executive Officer, from time to time, to bring to Board meetings managers who can provide additional insight into the items being discussed. Any other meetings or contacts with officers or employees that a Trustee wishes to initiate may be arranged through the Chief Executive Officer or the Corporate Secretary or directly by the Trustee. The Trustees will use their judgment to ensure that any such contact is not disruptive to the business operations of the Trust, and will, to the extent not inappropriate, copy the Chief Executive Officer on any written communications between a Trustee and an officer or employee of the Trust.Contact with Other Constituencies. It is important that the Trust speaks to employees and outside constituencies with a single voice, and that management serve as the primary spokesperson.Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each Trustee shall maintain the confidentiality of information received in connection with his or her service as a Trustee.XVI. Evaluating Board PerformanceThe Board, acting through the Corporate Governance and Nominating Committee, should conduct a self-evaluation at least annually to determine whether it is functioning effectively. The Corporate Governance and Nominating Committee should periodically consider the mix of skills and experience that Trustees bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.Each committee of the Board should conduct a self-evaluation at least annually and report the results to the Board, acting through the Corporate Governance and Nominating Committee. Each committee's evaluation must compare the performance of the committee with the requirements of its written charter, if any.XVII. Reliance on Management and Outside AdviceIn performing its functions, the Board is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board has the authority to retain and approve the fees and retention terms of its outside advisors.XVIII. Trustee Resignation PolicyThe Bylaws of the Trust provide that a nominee for election as a Trustee is elected by a plurality of votes cast. Notwithstanding such vote requirement, any nominee in an uncontested election who does not receive a greater number of "for" votes than votes "withhold" shall be elected as a Trustee but shall promptly tender to the Board his or her offer of resignation from the Board following certification of the vote. A contested election is one in which (i) the Secretary of the Trust receives a notice pursuant to these Bylaws that a shareholder intends to nominate a person or persons for election and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the tenth day preceding the date on which the Trust first mails its notice of meeting for such meeting to the shareholders. The Corporate Governance and Nominating Committee shall consider the offer to resign and shall recommend to the Board the action to be taken in response to the offer. In determining its recommendation to the Board, the Corporate Governance and Nominating Committee may consider all factors deemed relevant by the members of the Corporate Governance and Nominating Committee, which may include, without limitation, (i) the stated reason or reasons, if any, why shareholders withheld votes for such Trustee's election, (ii) the qualifications of the Trustee (including, for example, whether the Trustee serves on the Audit Committee of the Board as an "audit 68 VORNADO REALTY TRUST 20162020 PROXY STATEMENT committee financial expert"Shares subject to an award granted under the Plan that expires unexercised, that is forfeited, terminated or cancelled, in whole or in part, or is paid in cash in lieu of Shares, shall thereafter again be available for grant under the Plan; provided, however, that the number of Share Equivalents that shall again be available for the grant under the Plan shall be increased by one Share Equivalent for each Share that is subject to a Full Value Award at the time such Full Value Award expires or is forfeited, terminated or cancelled and by one-half Share Equivalent for each Share that is subject to an award that is not a Full Value Award at the time such award expires or is forfeited, terminated or cancelled. Awards that use Shares as a reference but that are paid or settled in whole or in part in cash shall not affect the number of Share Equivalents available under the Plan pursuant to this Section 2 to the extent paid or settled in cash. The number of Share Equivalents available for the purpose of awards under the Plan shall be reduced by (i) one-half of the gross number of Shares for which stock options or stock appreciation rights are exercised, regardless of whether thereany of the Shares underlying such awards are not actually issued as the result of a net settlement or to satisfy any tax withholding obligation and (ii) one Share for each Share withheld to satisfy any tax withholding obligation with respect to any Full Value Award, as described further in Section 15.The maximum aggregate number of Share Equivalents that may be granted under the Plan, as set forth in this Section 2, shall be cumulatively increased from time to time by the number of Shares subject to, or moreacquired pursuant to, that portion of any award granted under the Predecessor Plan and outstanding as of the Effective Date that, on or after the Effective Date, expires unexercised, that is forfeited, terminated or cancelled, in whole or in part, or is paid in cash in lieu of Shares; provided, however, that the number of Share Equivalents that shall again be available for grant under the Plan shall be increased by one-half Share Equivalent for each Share that is subject to an award granted under the Predecessor Plan that would not have been a Full Value Award if granted under the Plan at the time such award expires or is forfeited, terminated or cancelled.The maximum aggregate number of Shares that may be issued under the Plan pursuant to the exercise of incentive stock options within the meaning of Section 422 of the Code shall not exceed 11,000,000 Shares (as adjusted pursuant to the provisions of Section 18).3.AdministrationThe Plan shall be administered by the Committee. Notwithstanding anything to the contrary contained herein, the Board of Trustees may, in its sole discretion, at any time and from time to time, grant awards or administer the Plan. In any such case, the Board of Trustees will have all of the authority and responsibility granted to the Committee herein.Subject to the provisions of the Plan, the Committee shall select the Employees, Non-Employee Trustees and Consultants who will be participants in the Plan (together, the “Participants”). The Committee shall (i) determine the type of awards to be made to Participants, determine the Shares or share units subject to awards, and (ii) have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other Trustees qualified, eligible anddeterminations necessary or advisable for the administration of the Plan, based on, among other things, information made available to serve on the Audit Committee in such capacity), (iii) whetherby the resignation would cause the Trust to be in violation of any of its constituent documents, any legal or regulatory requirements, agreements, or the rules of any national securities exchange on which its securities are then listed, and (iv) whether the Trustee's resignation from the Board would be in the best interestsmanagement of the Trust. The Corporate GovernanceCommittee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manner and Nominating Committee also may consider a range of possible alternatives concerningto the Trustee's offerextent it shall deem desirable to resign as the memberscarry it into effect. The determinations of the Corporate GovernanceCommittee in its administration of the Plan, as described herein, shall be final and Nominatingconclusive.The Committee’s determinations under the Plan and awards need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee deem appropriate. In consideringwill be entitled, among other things, to make non-uniform and selective determinations under award agreements and to enter into non-uniform and selective award agreements, as to (a) the Committee's recommendation,persons to receive awards and (b) the Board may consider the information, factorsprovisions of awards.4.EligibilityAll Employees, Non-Employee Trustees and alternatives consideredConsultants, in each case as determined by the Committee, and such additional information, factors and alternatives as the Board deems relevant. Each Trustee, whether acting as a member of the Corporate Governance and Nominating Committee or as a member of the Board, may give such weight to any of the foregoing factors as he or she deems appropriate.The Board shall take action no later than the next regularly scheduled Board meetingare eligible to be held no earlier than ten days after the date of the election, unless such action would cause the Trust to fail to comply with any requirement of the New York Stock Exchange or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Board shall take action as promptly as is practicable while continuing to meet such requirements. The Board will promptly disclose its decision and the reasons therefor in a Form 8-K furnished to the Securities and Exchange Commission.No Trustee whose offer to resign, in accordance with this policy, is required to be considered by the Board shall participateParticipants in the Corporate Governance and Nominating Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting his or her offer to resign as a Trustee.If each member of the Corporate Governance and Nominating Committee is required to offer to resign pursuant to this policy, the Board may appoint a special committee composed of Trustees who are not so required to offer to resign to consider the offers to resign and recommend to the Board whether to accept any or all of them. In the event that every Trustee is required to offer to resign pursuant to this policy, the Board shall make a final determination whether to accept any or all offers to resign.If the offer to resign is not accepted, the Trustee will continue to serve until the expiration of his or her term and his or her successor is duly elected and qualifies or until the Trustee's earlier resignation or removal.Plan. 2016 PROXY STATEMENT VORNADO REALTY TRUST 6985 2020 PROXY STATEMENT 5.AwardsAwards under the Plan may consist of the following: stock options (either incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options), stock appreciation rights, performance shares, grants of restricted stock and other-stock based awards, including OP Units. Awards of performance shares, restricted stock or share units and other-stock based awards may provide the Participant with dividends or dividend equivalents and voting rights prior to vesting (whether based on a period of time or based on attainment of specified performance conditions). Unless the Committee otherwise specifies in the award agreement, if dividends or dividend equivalent rights are granted, (x) dividends and dividend equivalents shall be paid in respect of any award that is not subject to performance vesting conditions to the Participant at the same time as the Trust pays dividends to common shareholders (even if the Shares subject to the underlying award are held by the Trust) but not less than annually and not later than the fifteenth day of the third month following the end of the calendar year in which the dividends or dividend equivalents are credited (or, if later, the fifteenth day of the third month following the end of the calendar year in which the dividends or dividend equivalents are no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A and (y) dividend and dividend equivalent payments in the case of an award that is subject to performance vesting conditions shall be treated as unvested so long as such award remains unvested, and any such dividend and dividend equivalent payments that would otherwise have been paid during the vesting period shall instead be accumulated (and, if paid in cash, reinvested in additional Shares based on the Surrender Value of the Shares on the date of reinvestment) and paid within 30 days following the date on which such award is determined by the Committee to have satisfied such performance vesting conditions. “Surrender Value” means, with respect to a Share, the closing price reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein.Notwithstanding any other provision of the Plan to the contrary and except for acceleration in the event of the Participant’s involuntary termination, retirement, death, disability or hardship (as determined by the Committee) or upon a Change in Control (as defined in Section 13), (1) Full Value Awards (a) that vest on the basis of the Participant’s continued employment or service shall be subject to a minimum vesting schedule of at least one year and (b) that vest on the basis of the attainment of performance goals shall provide for a performance period that ends no earlier than the first anniversary of the commencement of the period over which performance is evaluated; and (2) awards that are not Full Value Awards may not vest or be exercisable earlier than the first anniversary of the date on which such award is granted. Notwithstanding the foregoing, Awards with respect to 5% of the maximum aggregate number of Share Equivalents available for the purpose of awards under the Plan pursuant to Section 2 may be granted under the Plan to any one or more Participants without respect to such minimum vesting provisions.6.Operating Partnership UnitsAwards may be granted under the Plan in the form of OP Units. Awards of OP Units shall be valued by reference to, or otherwise determined by reference to or based on, Shares. OP Units awarded under the Plan may be (1) convertible, exchangeable or redeemable for other limited partnership interests in the Operating Partnership (including OP Units of a different class or series) or Shares, or (2) valued by reference to the book value, fair value or performance of the Operating Partnership. Except as otherwise determined by the Committee, awards of OP Units are intended to qualify as “profits interests” within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant in the Plan who is rendering services to or for the benefit of the Operating Partnership, including its subsidiaries.For purposes of calculating the number of Shares underlying an award of OP Units relative to the total number of Share Equivalents available for issuance under the Plan, the Committee shall establish in good faith the maximum number of Shares to which a Participant receiving such award of OP Units may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of Shares underlying such awards of OP Units shall be reduced accordingly by the Committee, and the number of Share Equivalents available for issuance under the Plan shall be increased by one Share Equivalent for each Share so reduced. Awards of OP Units may be granted either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible Participants to whom, and the time or times at which, 86 VORNADO REALTY TRUSTARTICLES OF AMENDMENTVornado Realty Trust, a Maryland real estate investment trust (the "Company"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:FIRST: The Declaration of Trust of the Company (the "Declaration") is hereby amended by deleting Section 2.2 in its entirety and inserting the following in lieu thereof:The Trustees elected at the 2016 annual meeting of Shareholders shall serve until the 2019 annual meeting of Shareholders and until their respective successors are duly elected and qualify. At the 2017 annual meeting of Shareholders, each of the successors to the Trustees whose terms expire at the 2017 annual meeting of Shareholders shall be elected to serve until the 2018 annual meeting of Shareholders and until their respective successors are duly elected and qualify. At the 2018 annual meeting of Shareholders, each of the successors to the Trustees whose terms expire at the 2018 annual meeting of Shareholders shall be elected to serve until the 2019 annual meeting of Shareholders and until their respective successors are duly elected and qualify. Beginning with the 2019 annual meeting of Shareholders, all Trustees shall be elected to serve until the next annual meeting of Shareholders and until their respective successors are duly elected and qualify.SECOND: The amendment to the Declaration as set forth above has been duly advised by the Board of Trustees of the Company and approved by the shareholders of the Company as required by law.THIRD: The undersigned officer acknowledges these Articles of Amendment to be the trust act of the Company and, as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.[SIGNATURE PAGE FOLLOWS] 70 VORNADO REALTY TRUST 2020 PROXY STATEMENT awards of OP Units shall be made; the number of OP Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OP Units; and the restrictions and conditions applicable to such award of OP Units. Conditions may be based on continuing employment (or other service relationship), computation of financial metrics (including with reference to the book value of the Operating Partnership or the value of Shares) and/or achievement of pre-established performance goals and objectives, with related length of the service period for vesting, minimum or maximum performance thresholds, measurement procedures and length of the performance period to be established by the Committee at the time of grant, in its sole discretion. The Committee may allow awards of OP Units to be held through a limited partnership, or similar “look-through” entity, and the Committee may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 6.Notwithstanding Section 5 of the Plan, the award agreement or other award documentation in respect of an award of OP Units may provide that the recipient of an award under this Section 6 shall be entitled to receive, currently or on a deferred or contingent basis, dividends or dividend equivalents with respect to the number of Shares underlying the award or other distributions from the Operating Partnership prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), as determined at the time of grant by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or OP Units.OP Units awarded under this Section 6 may be issued for no cash consideration.7.Stock OptionsThe Committee shall establish the option price per Share at the time each stock option is granted, which price shall not be less than 100% of the Fair Market Value (as defined below) of a Share. Stock options shall be exercisable for such period as specified by the Committee but in no event may options be exercisable more than ten years after their date of grant. The option price of each Share as to which a stock option is exercised shall be paid in full at the time of such exercise. Such payment shall be made (i) in cash, (ii) by tender of Shares owned by the Participant valued at Surrender Value as of the date of exercise, (iii) to the extent approved by the Committee in its sole discretion, by surrender of all or part of the Shares issuable upon exercise of the option by the largest whole number of Shares with a Surrender Value that does not exceed the aggregate exercise price; provided, however, that the Trust shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Shares to be issued, (iv) in such other consideration as the Committee deems appropriate, or (v) by a combination of cash, Shares and such other consideration.For purposes of the Plan, “Fair Market Value” means, with respect to a Share, the average of the high and the low prices reported for the Shares on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee in a manner consistent with Section 409A, unless determined as otherwise specified herein. For purposes of the grant of any award, the applicable date will be the trading day on which the award is granted or, if the date the award is granted is not a trading day, the trading day immediately prior to the date the award is granted. For purposes of the exercise of any award, the applicable date is the date a notice of exercise is received by the Trust or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Trust.8.Stock Appreciation RightsStock appreciation rights may be granted in tandem with a stock option, in addition to a stock option, or may be freestanding and unrelated to a stock option. Stock appreciation rights granted in tandem with or in addition to a stock option may be granted either at the same time as the stock option or at a later time. The Committee shall establish the grant price of each stock appreciation right granted at the time each such stock appreciation right is granted, which price shall not be less than 100% of the Fair Market Value of the Shares subject to such award. No stock appreciation right shall be exercisable later than 10 years from the grant date of such award. A stock appreciation right shall entitle the Participant to receive from the Trust an amount equal to the increase of the Fair Market Value of the Shares on the exercise of the stock appreciation right over the grant price. The Committee, in its sole discretion, shall determine whether the stock appreciation right shall be settled in cash, Shares or a combination of cash and Shares. 2016VORNADO REALTY TRUST 87 2020 PROXY STATEMENT 9.Performance SharesPerformance shares may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a grant of performance shares, such certificate shall be registered in the name of the Participant but shall be held by the Trust until the time the Shares subject to the grant of performance shares are earned. The performance conditions and the length of the performance period shall be determined by the Committee subject to the terms of the Plan. The Committee, in its sole discretion, shall determine whether performance shares granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.10.Restricted StockRestricted stock may be granted in the form of actual Shares or share units having a value equal to an identical number of Shares. In the event that a certificate is issued in respect of Shares subject to a grant of restricted stock, such certificate shall be registered in the name of the Participant but shall be held by the Trust until the end of the restricted period. The employment conditions and the length of the period for vesting of restricted stock shall be established by the Committee at time of grant. The Committee, in its sole discretion, shall determine whether restricted stock granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.11.Other Stock-Based AwardsOther types of equity-based or equity-related awards (including the grant or offer for sale of unrestricted Shares) may be granted under such terms and conditions as may be determined by the Committee in its sole discretion.12.Award AgreementsEach award under the Plan shall be evidenced by an agreement setting forth the terms and conditions, as determined by the Committee, which shall apply to such award, in addition to the terms and conditions specified in the Plan.13.Change in ControlIn the event of a Change in Control, after consideration of the requirements of Section 409A, the Committee may take one or more of the following actions with respect to outstanding awards, in its sole discretion: (i) settle such awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such awards; (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted under the Plan, as determined by the Committee in its sole discretion; (iii) modify the terms of such awards to add events, conditions or circumstances (including termination of employment within a specified period after a Change in Control) upon which the vesting of such awards or lapse of restrictions thereon will accelerate; (iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue (in accordance with their terms or as adjusted by the Committee) after the Change in Control or (v) provide that for a period of at least 20 days prior to the Change in Control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or stock appreciation rights not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. In the event that the consideration paid in the Change in Control includes contingent value rights, earn-out or indemnity payments or similar payments, then the Committee will determine if awards settled under clause (i) above are (a) valued at closing taking into account such contingent consideration (with the value determined by the Committee in its sole discretion) or (b) entitled to a share of such contingent consideration. For the avoidance of doubt, in the event of a Change in Control where all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor. 88 VORNADO REALTY TRUST 2020 PROXY STATEMENT Unless otherwise set forth in an award agreement, a “Change in Control” of the Trust means the occurrence of one of the following events:(i) individuals who, on the date hereof, constitute the Board of Trustees (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees, provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board of Trustees (either by a specific vote or by approval of the proxy statement of the Trust in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Trust as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board of Trustees shall be an Incumbent Trustee;(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Trust representing 30% or more of the combined voting power of the Trust’s then outstanding securities eligible to vote for the election of the Board of Trustees (the “Trust Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Trust or any majority-owned subsidiary of the Trust (provided that this exclusion applies solely to the ownership levels of the Trust or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Trust or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the date hereof) in Interstate Properties including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as “Interstate Holders”); or(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Trust or any of its subsidiaries, or the sale of all or substantially all of the Trust’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Trust’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Trust’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (E) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or(iv) Board of Trustees approval of a liquidation or dissolution of the Trust, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Trust’s shareholders in substantially the same proportions as such shareholders owned the Trust Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Trust to Participants under this Plan and the award agreements issued thereunder.14.Clawback/ForfeitureAwards granted under the Plan will be subject to the requirement that the awards be forfeited or repaid to the Trust after they have been distributed to the Participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by (A) any clawback or recapture policy adopted by the Trust from time to time or (B) any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.15.WithholdingThe Trust shall have the right to deduct from any payment to be made pursuant to the Plan, or to require prior to the issuance or delivery of any Shares or the payment of cash under the Plan, any taxes required by law to be VORNADO REALTY TRUST 89 2020 PROXY STATEMENT withheld therefrom. The Committee, in its sole discretion, may permit a Participant who is an employee of the Trust or its subsidiaries to elect to satisfy such withholding obligation by having the Trust retain the number of Shares (rounded up to the nearest whole number unless the Committee determines otherwise) whose Fair Market Value equals the amount of taxes required by applicable law to be withheld, as determined by the Trust.16.NontransferabilityNo award under the Plan shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. Notwithstanding the foregoing, the Committee may determine, at the time of grant or thereafter, that an award (other than stock options intended to be incentive stock options within the meaning of Section 422 of the Code) is transferable by the Participant to such Participant’s immediate family members (or trusts, partnerships, or limited liability companies established for such immediate family members). For this purpose, immediate family member means, except as otherwise defined by the Committee, the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws and persons related by reason of legal adoption. Such transferees may transfer an award only by will or the laws of descent or distribution. An award transferred pursuant to this Section 16 shall remain subject to the provisions of the Plan, and shall be subject to such other rules as the Committee shall determine. Upon transfer of a stock option, any related stock appreciation right shall be canceled. Except in the case of a holder’s incapacity, an award shall be exercisable only by the holder thereof.17.No Right to EmploymentNo person shall have any claim or right to be granted an award, and the grant of an award shall not be construed as giving a Participant any right to continue his or her service to the Trust or its subsidiaries as an Employee, Non-Employee Trustee or Consultant. Further, the Trust and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into hereunder.18.Adjustment of and Changes in SharesIn the event of any change in the outstanding Shares by reason of any share dividend or split, reverse split, reclassification, recapitalization, merger, consolidation, spinoff, combination or exchange of Shares or other corporate change, or any distributions to shareholders other than regular cash dividends (including, without limitation, a distribution of common or preferred shares of beneficial interest in the Trust), the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the kinds of common shares, preferred shares or other securities of the Trust, and the number of Share Equivalents, for which awards may be granted under the Plan, (ii) the number and kinds of Shares, common shares, preferred shares or other securities issued or reserved for issuance pursuant to outstanding awards, and (iii) the number and kinds of Shares or other common shares set forth in Section 2 that can be issued through incentive stock options within the meaning of Section 422 of the Code; provided, however, that no such substitution or adjustment shall be required if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award; and further provided that no Participant shall have the right to require the Committee to make any adjustment or substitution under this Section 18 or have any claim or right whatsoever against the Trust or any of its subsidiaries or affiliates or any of their respective trustees, directors, officer or employees in respect of any action taken or not taken under this Section 18.19.Amendment; TerminationThe Committee may amend or terminate the Plan or any portion thereof from time to time, provided that no amendment shall be made without shareholder approval if such amendment (i) would increase the maximum aggregate number of Shares that may be issued under the Plan (other than pursuant to Section 18), (ii) would materially expand the class of service providers eligible to participate in the Plan, (iii) would result in a material increase in the benefits accrued to Participants under the Plan, (iv) would reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights (other than pursuant to Section 18) or (v) requires shareholder approval to comply with any applicable laws, regulations or rules, including the rules of 90 VORNADO REALTY TRUST 2020 PROXY STATEMENT a securities exchange or self-regulatory agency. Notwithstanding anything contrary in this Plan, if there is a change in applicable tax law such that OP Units become taxable to the holder of such OP Units as ordinary income, the Operating Partnership, at any time in the sole discretion of the general partner of the Operating Partnership, may cause the OP Units to be restructured and/or substituted for other awards in a way that permits a tax deduction to the Operating Partnership or the Trust while preserving substantially similar pre-tax economics to the holder of such OP Units.20.Section 409AIt is the Trust’s intent that awards under the Plan be exempt from, or comply with, the requirements of Section 409A, and that the Plan be administered and interpreted accordingly. Without limiting the generality of the foregoing, if and to the extent that any award made under the Plan is determined by the Trust to constitute “non-qualified deferred compensation” subject to Section 409A then:(i) Any payment due by reason of the Participant’s termination of employment, then (i) such payment or benefit shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (ii) if the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Trust), such payment or benefit shall not be made or provided before the date that is six months after the date of the Participant’s separation from service (or the Participant’s earlier death);(ii) Any payment due upon a Change in Control will be paid only if such Change in Control constitutes a “change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that such Change in Control does not constitute a “change in the ownership” or “change in the effective control” within the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed until the first compliant date under Section 409A;(iii) If the award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; and(iv) If the award includes dividend equivalents, the participant’s right to the dividend equivalents will be treated separately from the right to other amounts under the award.21.Governing LawThe Plan and all awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the state of Maryland, without reference to principles of conflict of laws.22.Effective Date; TermThe Plan was adopted on March 26, 2019 by the Board of Trustees upon recommendation of the Committee and approved by the requisite shareholders of the Trust on May 16, 2019 (the “Effective Date”). Section 2 and Section 18 of the Plan were amended by the Board of Trustees upon recommendation of the Committee on March 26, 2020, subject to the approval by the shareholders of the Trust, which amendments shall be effective as of the date of the approval by the requisite shareholders of the Trust at the 2020 Annual Meeting on May 14, 2020. Subject to earlier termination pursuant to Section 19, the Plan shall have a term of ten years from the Effective Date; provided, however, that all awards made under the Plan before its termination, and the Committee’s authority to administer the terms of such awards, will remain in effect until such awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable award agreements. VORNADO REALTY TRUST 91 2020 PROXY STATEMENT AppendixDefined TermsTerm Section Board of Trustees 2 Business Transaction 13 Change in Control 13 Code 2 Committee 2 Consultants 1 Effective Date 22 Employees 1 Exchange Act 13 Fair Market Value 7 Full Value Award 2 Incumbent Trustees 13 Interstate Holders 13 Interstate Partners 13 Non-Employee Trustees 1 Non-Qualifying Transaction 13 OP Units 2 Operating Partnership 2 Participants 3 Plan 1 Predecessor Plan 1 Section 409A 2 Shares 2 Share Equivalent 2 Surrender Value 5 Surviving Corporation 13 Trust 1 Trust Voting Securities 13 IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its and attested to by its Secretary on this day of , 2016.ATTEST: VORNADO REALTY TRUSTBy:Name:Title:Name:Title:
888 Seventh Avenue, New York, New York 10019VIEW MATERIALS & VOTE w SCAN TO VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK, NY 10019 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY![[MISSING IMAGE: tm201978-2_pc1.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-043104/tm201978-2_pc1.jpg)
E02050-P72571E98593-P33529 VORNADO REALTY TRUST This proxyProxy is solicited on behalf of the Board of Trustees for the 20162020 Annual Meeting of Shareholders May 19, 201614, 2020 11:30 A.M. The undersigned shareholder, revoking all prior proxies, hereby appoints Steven Roth and Michael D. Fascitelli, or either of them, as proxies for the undersigned, each with full power of substitution, to attend the Annual Meeting of Shareholders of Vornado Realty Trust, a Maryland real estate investment trust (the "Company"), to be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663 on Thursday, May 19, 201614, 2020 at 11:30 A.M., local time,Eastern Time, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. Each proxy is authorized to vote as directed on the reverse side hereof upon the proposals which are more fully set forth in the Proxy Statement and otherwise in his discretion upon such other business as may properly come before the meeting and all postponements or adjournments thereof, all as more fully set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement. Receipt of the Notice of Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20152019 Annual Report to Shareholders is hereby acknowledged. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED (1) "FOR" THE ELECTION OF EACH NOMINEE FOR TRUSTEE, (2) "FOR" THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, (3) "FOR" THE APPROVAL OF AN AMENDMENT TO THE DECLARATION OF TRUST TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF TRUSTEES AND (4) "FOR" THE NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.COMPENSATION, AND (4) "FOR" THE APPROVAL OF THE AMENDMENTS TO THE COMPANY'S 2019 OMNIBUS SHARE PLAN. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments:
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2016 PROXY STATEMENT SUMMARYGrowth in TSRAdvisory Resolution on Executive CompensationCORPORATE GOVERNANCE GUIDELINESVORNADO REALTY TRUST ARTICLES OF AMENDMENT
