Vornado Realty Trust (VNO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with shareholders voting on board elections, auditor ratification, and executive compensation.

• 2024 saw strong share performance, with a 46.5% return, outpacing key indices.

• Major leasing activity included 3.4 million square feet leased, redevelopment progress in THE PENN DISTRICT, and a $350 million retail asset sale.

• Achieved 100% LEED certification across the office portfolio and received multiple sustainability accolades.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 trustees, ratifying Deloitte & Touche LLP as auditor, and a non-binding advisory resolution on executive compensation.

• Board recommends voting in favor of all proposals.

• Proxy access and advance notice provisions for shareholder nominations and proposals are in place.

Board of directors and corporate governance

• Board consists of 10 trustees, 80% independent, with 30% gender and racial/ethnic diversity.

• Recent board refreshment added four new independent trustees and rotated committee assignments.

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

• Annual board and committee self-evaluations and succession planning are emphasized.