0000899689falseVORNADO REALTY LP0001040765false00008996892023-04-072023-04-070000899689vno:VornadoRealtyLpMember2023-04-072023-04-070000899689exch:XNYSus-gaap:CommonStockMember2023-04-072023-04-070000899689vno:SeriesLPreferredStockMemberexch:XNYS2023-04-072023-04-070000899689vno:SeriesMPreferredStockMemberexch:XNYS2023-04-072023-04-070000899689vno:SeriesNPreferredStockMemberexch:XNYS2023-04-072023-04-070000899689vno:SeriesOPreferredStockMemberexch:XNYS2023-04-072023-04-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 7, 2023
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | | | | | | | |
| Maryland | | No. | 001-11954 | | No. | 22-1657560 |
| (State or Other | | (Commission | | (IRS Employer |
| Jurisdiction of Incorporation) | | File Number) | | Identification No.) |
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | No. | 001-34482 | | No. | 13-3925979 |
| (State or Other | | (Commission | | (IRS Employer |
| Jurisdiction of Incorporation) | | File Number) | | Identification No.) |
| | | | | | | | | | | |
| 888 Seventh Avenue | | |
| New York, | New York | | 10019 |
| (Address of Principal Executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | | | | | | | |
Registrant | | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Vornado Realty Trust | | Common Shares of beneficial interest, $.04 par value per share | | VNO | | New York Stock Exchange |
| | Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share: | | | | |
Vornado Realty Trust | | 5.40% Series L | | VNO/PL | | New York Stock Exchange |
Vornado Realty Trust | | 5.25% Series M | | VNO/PM | | New York Stock Exchange |
Vornado Realty Trust | | 5.25% Series N | | VNO/PN | | New York Stock Exchange |
Vornado Realty Trust | | 4.45% Series O | | VNO/PO | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On April 10, 2023, Vornado Realty Trust (the "Company"), the general partner of Vornado Realty L.P., issued a press release announcing that the Company released its 2022 Environmental, Social and Governance (“ESG”) report. The ESG report was posted on the Company’s website on April 7, 2023.
The press release and the ESG report are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
Exhibit 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Vornado Realty Trust or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | | | | |
| (d) | Exhibits. | |
| | | |
| The following exhibits are being furnished as part of this Current Report on Form 8-K: | |
| | | |
| | Vornado Realty Trust press release dated April 10, 2023 | |
| | 2022 ESG report | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | VORNADO REALTY TRUST |
| | (Registrant) |
| | | |
| | By: | /s/ Deirdre Maddock |
| | Name: | Deirdre Maddock |
| | Title: | Chief Accounting Officer (duly authorized officer and principal accounting officer) |
Date: April 10, 2023
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | VORNADO REALTY L.P. |
| | (Registrant) |
| By: | VORNADO REALTY TRUST, |
| | | Sole General Partner |
| | |
| | By: | /s/ Deirdre Maddock |
| | Name: | Deirdre Maddock |
| | Title: | Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)
|
Date: April 10, 2023
3