Vornado Realty Trust (VNO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with shareholders voting on four key proposals including board elections, auditor ratification, executive compensation, and a new omnibus share plan.

• The company remains focused on maximizing shareholder value through strategic leasing, redevelopment, acquisitions, and sustainability leadership, with 2025 highlights including major leasing activity, refinancing, and continued progress in the PENN District.

• Board and management maintain robust shareholder engagement, with significant outreach and responsiveness to investor feedback, and a strong emphasis on governance best practices.

Voting matters and shareholder proposals

• Election of 10 trustees to serve until the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2026 Omnibus Share Plan, enabling up to 8 million full-value share awards or 16 million options.

Board of directors and corporate governance

• Board consists of 10 trustees, 80% independent, with 30% female and 30% racially/ethnically diverse.

• Lead Independent Trustee has significant authority and is actively involved in shareholder engagement and governance oversight.

• Annual board and committee self-evaluations, succession planning, and regular review of leadership structure.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Executive; all but Executive are fully independent.