Vornado Realty Trust (VNO) Earnings Call Transcript & Summary

Good morning, and welcome to the Vornado Realty Trust Annual Meeting of Shareholders. I will now [indiscernible] to Mr. Roth.

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 all of you to our 62nd 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. Our virtual meeting format is accessible to all of our shareholders regardless of physical location, 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 hopeful that we are near the end of the COVID-19 pandemic, a global health and economic crisis of enormous and historic proportion. I hope all of you continue to be safe and healthy and that you are vaccinated or on your way to being vaccinated. At Vornado, as our first priority, we continue to follow strict protocols and take all measures to protect our employees, our tenants and our communities. We commend and admire the talent and courage of our health care providers who have worked so hard over the past 15 months. Over the past few months, the vast majority of our employees have returned to the office and are doing a remarkable job of keeping the trains running and on time. Our properties are open, manned by operating teams who are doing a remarkable job of keeping them safe and sanitized. We are grateful to our Vornado teams, they have our thanks and we wish them and everyone good health. I am joined by audio webcast with the following other officers: Michael Franco, our President and Chief Financial Officer; Matt Iocco, our Chief Accounting Officer; as well as Steven Borenstein, Corporate Secretary of the company, who will serve as secretary of the meeting. My fellow Board members are participating in the meeting via 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 Notice of the Meeting has been duly given.

This document will be identified as having been presented at the meeting. Mr. Secretary, will 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 22, 2021, there were 191,464,179 common shares of beneficial interest outstanding and entitled to vote at this meeting. Based on last night's voting total, there are represented at this meeting the holders of not less than 168,403,043 shares or approximately 87.95% 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. Mr. Gary Wozniak has been appointed as inspector of election of this meeting. I have before me his signed oath to execute impartially his duties as expected. I would like to present 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 the ratification by shareholders the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. Fourth, we will submit for shareholder consideration a nonbinding advisory resolution on executive compensation. Fifth, 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 or comment per topic. Up to 2 minutes will be allocated to read and respond to each question or comment. Questions and comments will be taken in the order received. Sixth, the meeting will be adjourned. During the question-and-answer part of this 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 stated 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, 2020, and our quarterly report on Form 10-Q for the quarter ended March 31, 2021. Additionally, I and other Vornado representatives may make reference to 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 2020 annual report on Form 10-K or our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021. They are posted on our website at www.vno.com. I also ask that when you ask questions, you bear in mind that our responses may be limited in consideration of 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 shareholders 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 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 management -- 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 and until their respective successors are duly elected and qualified.

I nominate Steven Roth -- Mr. Chairman, I, Michael Franco, 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 2022 and until their respective successors are duly elected and qualified.

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

Thank you. No notice of additional nominations having been giving -- 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 the selection of Deloitte & Touche as the company's independent registered public accounting firm with regard to the current fiscal year?

Mr. Chairman, I, Michael Franco, so move.

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

Thank you, both. 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, Michael Franco, so move.

Mr. Chairman, I, Matt 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 authorized a proxy to vote your shares and do not wish to change your vote, your vote will be cast as you've 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 on the bottom 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 number is included in that e-mail. If you do not indicate the number of shares you intend to vote on your electronic ballot, your electronic ballot will automatically represent a vote in respect to 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.

Mr. Chairman, we have not received any questions.

Let's give it a moment or 2. There being no questions, the polls are now closed. According to the 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. Accordingly, each of the nominees has been duly elected a trustee of Vornado Realty Trust to serve until the Annual Meeting of Shareholders in 2022 or until his or her successor is duly elected and qualified. Second, the ratification of the selection of Deloitte & Touche 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 been approved. The final tabulation will be reported on our current report on Form 8-K within 4 business 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, Michael Franco, move that this meeting be adjourned.

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

Thank you. The meeting is adjourned. Thank you all for attending.