Vornado Realty Trust (VNO) Earnings Call Transcript & Summary

We will now start the Vornado annual meeting.

Good morning. Will the meeting please come to order? Good morning, ladies and gentlemen. I am Steven Roth, Chairman of the Board of Trustees of Vornado Realty Trust. On behalf of the trustees and officers of Vornado Realty Trust, I am pleased to welcome you -- all of you to our 61st annual shareholders' meeting as a public company. This year, due to the public health and safety concerns of COVID-19, we are using a virtual meeting format with audio only. In the midst of these unusual circumstances, our visual -- our virtual meeting format, accessible to all of our shareholders regardless of physical [Audio Gap] allows you to participate in the meeting, submit questions and comments and vote your shares online prior to the closing of the polls. As we meet today, we are in the midst of the COVID-19 pandemic, a global health and economic crisis of enormous and historic proportion. At Vornado, as our first priority, we are following strict protocols and taking all measures to protect our employees, our tenants and our communities. We pray for the health and safety of all, and we commend and admire the talent and courage of our health care providers. In their honor, the Crown of 731 Lexington Avenue, our Bloomberg Tower, is now flying scrubs blue, as is our Block 1 Time Square side and also the light projection on theMART. For the past 9 weeks, the vast majority of our employees have been working remotely and doing a remarkable job keeping the trains running and on time. Our properties are open manned by rightsized operating teams are doing a remarkable job of keeping open, safe and sanitized. We are grateful to our Vornado teams. They have our thanks, and we wish them and everyone good health and stay safe. I am joined by audio webcast with the following other officers. Michael Franco, our President; Joseph Macnow, our Chief Financial Officer; Matthew Iocco, our Chief Accounting Officer; as well as Alan Rice, Corporate Secretary of the company, who will serve as Secretary of the Meeting. My fellow Board members are participating in the meeting via the audio webcast and are available to answer questions as appropriate. Other executive officers and representatives from our registered public accounting firm, Deloitte & Touche LLP, are also on the webcast. As Chair of the meeting, I have adopted an agenda that will govern the order of the business and the rules of conduct for the meeting. Copies of the agenda and the rules of conduct are available on the virtual meeting site. The rules of conduct also govern the Q&A session. Mr. Secretary, was the Notice of Meeting duly mailed?

Thank you, Mr. Roth, it was. Joanne Vogel of Broadridge Financial Solutions, Inc. has certified that Broadridge distributed the Notice of Meeting and that it was properly mailed. A copy of the affidavit of mailing is in my possession. I therefore declare that the Notice of Meeting has been duly given.

This document will be identified as having been presented to the meeting. Mr. Secretary, would you please advise us of the number of shares, the holders of which are represented at this meeting?

Mr. Roth, as of the record date, the close of business on March 16, 2020, there were 191,103,928 common shares of beneficial interest outstanding and entitled to vote at this meeting. Based on this morning's voting results that are represented at this meeting, the holders of not less than 174,095,709 shares or approximately 91.10% of the common shares of beneficial interest of the company entitled to vote at this meeting.

I declare a quorum present, and the meeting is duly convened for the transaction of business. Ms. Patricia Hoffman has been appointed as Inspector of Election for this meeting. I have before me her signed oath executed partially her duties as inspector. I'd like to start with the agenda for the meeting: first, I will introduce to you the trustees of the company; second, we will submit for shareholder consideration the election of 10 trustees for a term of 1 year and until their respective successors are duly elected and qualified; third, we will submit for a ratification by shareholders of the selection of Deloitte & Touche LLP as the company's independent registered accounting firm for the current fiscal year; fourth, we will submit for shareholder consideration a nonbinding advisory resolution on executive compensation; fifth, we will submit for shareholder consideration the approval of amendments to the company's 2019 omnibus share plan; sixth, we will conduct a question and discussion period regarding the business and affairs of the company. Questions and comments are welcome pursuant to the procedures set forth in the rules of conduct available on the virtual meeting site. The question-and-answer period will be limited to 15 minutes. Shareholders should limit their questions and comments to items properly brought before the meeting in accordance with the company's bylaws or that otherwise pertain to the company's business and affairs. In order to give as many shareholders as possible the opportunity to ask questions, we ask that you please limit yourself to 1 question per topic. Up to 2 minutes will be allocated to read these questions. Questions will be taken in the order received. Seventh, the meeting will be adjourned. During the question-and-answer part of the meeting, I and other Vornado representatives may make statements that constitute forward-looking statements. These are statements other than historical events or statements of current condition and relate to future events, such as the prospects of our business or a particular property, segment or strategy. Forward-looking statements are not historical facts, but instead represent only our best judgment regarding future events, many of which, by their nature, are inherently uncertain and outside our control. It is possible that Vornado's actual results may differ materially from the results indicated in the forward-looking statements. Furthermore, the current COVID-19 pandemic may have an unanticipated impact on our results. For a discussion of some of the factors that could affect Vornado's future results, see our annual report on Form 10-K for the fiscal year ended December 31, 2019, and our quarterly report on Form 10-Q for the quarter ended March 31, 2020. Additionally, I and other Vornado representatives may make reference to certain non-GAAP financial measures. You can find the presentation of the most directly comparable financial measure calculated in accordance with GAAP, and a quantitative reconciliation of the non-GAAP and GAAP financial measures in our 2019 annual report on Form 10-K or our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2020. These are posted on our website at www.vno.com. Also that when you ask questions, you bear in mind that our responses may be limited by considerations imposed by the requirements of the Securities and Exchange Commission's Regulation FD. Now that the preliminaries are over, I would like to introduce the other members of the Board of Trustees of Vornado present via audio webcast at this virtual shareholder meeting. They are: Candace K. Beinecke, Senior Partner with Hughes Hubbard & Reed LLP; Michael D. Fascitelli, Owner of MDF Capital LLC, and Formerly President and Chief Executive Officer of Vornado; Beatrice Hamza Bassey, Group General Counsel, Chief Compliance Officer and Corporate Secretary of Atlas Mara Ltd., an International Banking Concern; Bill Helman, General Partner at Greylock Partners; David M. Mandelbaum, a Partner in Interstate Properties; Mandy Puri, an Independent Consultant; Daniel R. Tisch, a Managing Member of TowerView LLC; Dr. Richard R. West, Dean Emeritus, Leonard N. Stern School of Business, New York University; and Russell B. Wight, Jr., a Partner in Interstate Properties. We will now turn to the nomination for election of 10 trustees, each to serve for a term of 1 year until their respective successors are duly elected and qualified.

Mr. Chairman, I, Joseph Macnow, nominate: Steven Roth, Candace K. Beinecke, Michael D. Fascitelli, Beatrice Hamza Bassey, William W. Helman IV, David M. Mandelbaum, Mandakini Puri, Daniel R. Tisch, Richard R. West and Russell B. Wight, Jr., to serve as trustees of Vornado Realty Trust until the Annual Meeting of Shareholders in 2021 and until their respective successors are duly elected and qualified.

Mr. Chairman, I, Matthew Iocco, second such nominations.

Thank you. And no notice of additional nominations have been given, pursuant to the company's bylaws, the nominations are closed. The next item is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. As noted previously, representatives of Deloitte & Touche are here today via audio webcast. May I have a motion to submit for ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm with regard to the current fiscal year?

Mr. Chairman, I, Joseph Macnow, so move.

Mr. Chairman, I, Matthew Iocco, second the motion.

Thank you. The next item on the agenda is the approval of a nonbinding advisory vote on executive compensation as set forth in our proxy statement for this annual meeting. May I have a motion to approve this resolution?

Mr. Chairman, I, Joseph Macnow, so move.

Mr. Chairman, I, Matthew Iocco, second the motion.

Thank you. The next item on the agenda is the submission for shareholder approval of amendments to the company's 2019 omnibus share plan. May I have a motion for the approval of the amendments to the 2019 omnibus share plan?

Mr. Chairman, I, Joseph Macnow, so move.

Mr. Chairman, I, Matthew Iocco, second the motion.

Thank you. The polls are now open and will remain open until the conclusion of the question-and-answer period. If you previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed. If you are a record holder and wish to change your vote or if you have not yet voted using our electronic voting system or by sending in a proxy card, you may cast your vote via electronic ballot at proxyvote.com. If you are listening to this meeting via webcast, you will notice a link to the voting site proxyvote.com on the right-hand side of your screen. In order to access proxyvote.com, you will need the control number you received with your proxy materials prior to this meeting. If you received your proxy materials by postal mail, the control number can be found next to the label. If you received your proxy materials by e-mail, the control material is included in that e-mail. If you do not indicate the number of shares you would tend to vote on your electronic ballot, your electronic ballot will automatically represent a vote in respect of all shares that you are entitled to vote at this meeting. [Voting]

I will now entertain questions or comments while voting is being completed. Please note, you may submit questions at any time prior to the end of the Q&A session. In this Q&A, we will do our best to answer as many questions as we can. A replay of this meeting will be posted on our Investor Relations website shortly after the meeting.

Thank you. The first question. With prices so low, do you expect any consolidation in the industry? Most important, I wish all of you and your families good health and happiness in these very difficult times.

Thank you for your good wishes and the same to you and to everybody else. The issue of consolidation is an unknowable thing, which I really don't have a strong feeling on. Traditionally, consolidation in the real estate industry has not been robust. And I'm not sure that with prices this low, that will spur activity. I think that if companies here and there get into the financial difficulty that will spur consolidation or M&A activity. Next question, please.

What is the implied cap rate of Vornado at $32 per share?

I think that whoever asked that question is probably as capable as I am to give that answer. I think that's an answer that the management won't get involved in. I think that the company is covered by more than a dozen analysts, and each of them probably has some calculation as to the cap rate. But that's something that I don't think that I'm going to handle. Next question, please.

Good afternoon, Mr. Chairman. My name is Gerald Matthews of the United Brotherhood of Carpenters. The carpenters union pension funds have a collective ownership position of 78,500 shares of the trust's common stock. As long-term investors, we would simply like to acknowledge the sacrificial leadership of senior management and the Board as it addresses the serious health and business ramifications of the COVID-19 pandemic. We have strong confidence in both senior management and the Board to effectively navigate the challenges ahead. Thank you, Mr. Chairman.

Well, thank you. It's rare, and quite enjoyable actually to get a comment like that. So we thank the Carpenters. And we are a union shop, and we -- right now, we're sort of in between in terms of the work regulations in New York, and we look forward to getting all of your people back on the job as soon as possible. Thank you, again. Next question, please.

How is the progress of the Penn Plaza development going? And do we have a completion date in mind?

As we've said, I think in my annual letter and on our last shareholder call, the Farley Building, PENN1 and PENN2 are both -- are all 3 under construction and proceeding well. As I mentioned in my response to the last question, there are state-mandated restrictions on many businesses, nonessential construction being one of them. Farley is under active construction and PENN2 is under -- PENN1 is under limited construction. So the progress is good. We are proceeding. We don't have -- we have a completion date for each of the buildings, which we published in our supplemental material. But remember, this is a long-term investment, and it's a long-term project. And hopefully, there will be building after building. So this is -- we're thrilled with what we're developing here. And -- but this is a long-term project. Next question, please.

There are no questions at this time.

Thank you. I now declare the polls closed. According to preliminary report of Broadridge Financial Solutions, the results are as follows: first, each of the nominees for election as trustee has received at least a plurality of all the votes cast on this matter. Accordingly, the nominees have been duly elected trustees of Vornado Realty Trust to serve until the Annual Meeting of Shareholders in 2021 or until their respective successors are duly elected and qualified. Second, the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm with regard to the current fiscal year has been approved. Third, the nonbinding advisory resolution on executive compensation has not been approved. Fourth, the amendments to the company's 2019 omnibus shareholder plan have been approved. The final tabulation will be reported on a Form 8-K within the next 4 days. No notice of any additional business having been given pursuant to the company's bylaws, is there a motion to adjourn?

Mr. Chairman, I, Joseph Macnow, move that this meeting be adjourned.

Mr. Chairman, I, Matthew Iocco, second the motion.

Thank you. The meeting is adjourned. I might note that normally, in our in-person meetings, we have refreshments and sandwiches after the meeting for our shareholders to enjoy. We can't do that at this meeting, obviously. We hope to see you in-person next meeting and to be able to have some food and drink together. Thank you, everybody. Good health to everybody. Stay well.