VORNADO REALTY TRUST REIT (VNO)
Sector: Real Estate
2026 Annual Meeting Analysis
VORNADO REALTY TRUST REIT · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Trustees
VNO's 3-year total return of +82.5% outperforms the company-disclosed peer median of +14.9% by +67.6pp, which exceeds the 50pp trigger threshold for the strong-positive TSR tier under the named-peer policy; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
3-year TSR outperformance vs. peer median (+67.6pp) exceeds the 50pp trigger threshold, so the TSR test does not fire; no overboarding, attendance, or independence concerns identified.
All 10 trustee nominees receive a FOR vote. VNO's 3-year total return of +82.5% outperforms the company-disclosed compensation peer group median of +14.9% by +67.6pp; under the strong-positive TSR tier (absolute return >+20%), the underperformance trigger requires a gap of at least 50pp to fire — the gap of +67.6pp does not meet that condition because VNO is outperforming, not underperforming. The board is 80% independent, all directors met the 75% attendance threshold, audit committee members have appropriate financial expertise, and no overboarding or independence concerns were identified. The ^FNER (FTSE NAREIT All Equity REITs Index) 3-year gap of +70.6pp similarly does not trigger the ETF fallback threshold of 65pp for the same reason.
Say on Pay
✓ FORCEO
Steven Roth
Total Comp
$3,135,628
Prior Support
91%%
CEO Steven Roth's total reported compensation of $3,135,628 is well within the expected range for a CEO of a $5.6B-market-cap office REIT, and the prior Say on Pay vote received 91% shareholder support in 2025, well above the 70% concern threshold. The compensation program incorporates strong performance-based features: long-term equity awards require meaningful performance hurdles (relative TSR and FFO targets) and have historically been forfeited when those hurdles were not met; the annual bonus pool is capped at 1.75% of FFO adjusted and the committee awarded below that cap in 2025. Pay-for-performance alignment is confirmed by VNO's 3-year total return of +82.5% significantly outpacing the peer group median of +14.9%, and the company maintains an enhanced clawback policy, robust equity ownership requirements, and no excessive perquisites or tax gross-ups.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Deloitte & Touche LLP as the auditor but the fee table data was not included in the provided filing text; absent confirmed fee data, the non-audit fee ratio trigger cannot fire and the tenure trigger requires confirmed data to apply, so the default FOR vote stands. Deloitte is a Big 4 firm appropriate for a company of VNO's size and complexity, and no material restatements were identified.
Overall Assessment
Vornado's 2026 annual meeting presents a clean ballot with no material governance concerns: all 10 trustee nominees receive FOR votes supported by VNO's strong 3-year total return of +82.5% that significantly outperforms both its compensation peer group and the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark, the Say on Pay vote receives a FOR supported by modest CEO pay of $3.1M, rigorous performance-based equity design with a history of forfeitures, and 91% shareholder support in 2025. No stockholder proposals were included in the filing, and the equity plan approval (Proposal 4) falls outside the scope of this policy version.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing