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Section 1: 8-K (FORM 8-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

April 18, 2020

 

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

 

Maryland   No. 001-11954   No. 22-1657560
(State or Other   (Commission   (IRS Employer
Jurisdiction of Incorporation)   File Number)   Identification No.)

 

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   No. 001-34482   No. 13-3925979
(State or Other   (Commission   (IRS Employer
Jurisdiction of Incorporation)   File Number)   Identification No.)

 

888 Seventh Avenue
New York, New York
  10019
(Address of Principal Executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 894-7000

 

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

.

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant   Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Vornado Realty Trust   Common Shares of beneficial interest, $.04 par value per share   VNO   New York Stock Exchange
    Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share        
Vornado Realty Trust   5.70% Series K   VNO/PK   New York Stock Exchange
Vornado Realty Trust   5.40% Series L   VNO/PL   New York Stock Exchange
Vornado Realty Trust   5.25% Series M   VNO/PM   New York Stock Exchange

 

 

 

Co-Registrant CIK 0001040765
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2020-04-18
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false

Emerging growth company ¨

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As a result of the ongoing impact of the COVID19 pandemic on Vornado Realty Trust (the “Company”), effective April 1, 2020, Steven Roth, the Company’s Chairman and Chief Executive Officer, waived 50% of his annual base salary for the remainder of 2020. In addition, effective April 1, 2020, Michael J. Franco, the Company’s President, and Joseph Macnow, the Company’s Chief Financial Officer and Chief Administrative Officer, have each waived 30% of their respective annual base salaries for the remainder of 2020. Also effective April 1, 2020, Glen J. Weiss, Co-Head of Real Estate, and Haim H. Chera, Executive Vice President – Head of Retail, have each waived 15% of their respective base salaries for the remainder of 2020. These changes were approved by the Compensation Committee of our Board of Trustees on April 18, 2020 and waivers of the applicable minimum base salary requirements in applicable employment agreements have been signed to address these reductions.

 

The base salary waivers referred to above will not modify other rights under the applicable employment agreements or otherwise that are determined by reference to base salary and such provisions will continue to be applied based on the stated base salary. Additionally, the reductions are not intended to reduce any of our employee benefits provided to the above-named officers that is determined by reference to base salary.  

 

Item 8.01Other Events.

 

Effective April 1, 2020, David R. Greenbaum, the Company’s Vice Chairman, and Barry J. Langer, the Company’s Co-Head of Real Estate, have each waived 30% and 15%, respectively, of their respective base salaries for the remainder of 2020.

 

In addition, effective April 1, 2020, each non-management member of our Board of Trustees agreed to forego his or her $75,000 annual cash retainer for the remainder of 2020.

 

Item 9.01.Financial Statements and Exhibits.

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VORNADO REALTY TRUST
  (Registrant)
     
  By: /s/ Matthew Iocco
  Name:   Matthew Iocco
  Title: Chief Accounting Officer (duly authorized officer and principal accounting officer)

  

Date: April 20, 2020

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VORNADO REALTY L.P.
  (Registrant)
   
  By: VORNADO REALTY TRUST,
    Sole General Partner
     
  By: /s/ Matthew Iocco
  Name:   Matthew Iocco
  Title: Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

 

Date: April 20, 2020

 

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