EXPLANATORY STATEMENT
On March 16, 2011, Vornado Realty Trust (the “Company”) filed a Registration Statement on Form S-8 (File No. 333-172880) (the “Registration Statement”) with the Securities and Exchange Commission to register 17,256,258 common shares, $0.04 par value, of beneficial interest (the “Common Shares”), issuable under the Vornado Realty Trust 2010 Omnibus Share Plan (the “2010 Plan”).
On May 16, 2019 shareholders of the Company approved the Vornado Realty Trust 2019 Omnibus Share Plan (the “2019 Plan”) and, in connection therewith, no further awards will be made under the 2010 Plan. As of May 17, 2019, there were 1,710,463 Common Shares, that were authorized to be awarded by the Company under the 2010 Plan but that, as of May 17, 2019, were not issued or subject to outstanding awards granted under the 2010 Plan. Accordingly, as a result of the approval of the 2019 Plan, these 1,710,463 Common Shares are no longer available for new awards under the 2010 Plan and will not be issued under the 2010 Plan. Under the terms of the 2019 Plan, the Company may issue up to 11,000,000 Common Shares, which includes the 1,710,463 Common Shares that are no longer available for new awards under the 2010 Plan. In addition, up to 2,436,485 Common Shares subject to awards granted under the 2010 Plan that were outstanding as of May 16, 2019 and that for any reason expire unexercised, or are forfeited, terminated or cancelled, in whole or in part, or are paid in cash in lieu of common shares shall become eligible for issuance under the 2019 Plan (the “Carryover Shares”).
Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Company disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to reflect that the Carryover Shares available for issuance under the Registration Statement may be issued under the 2019 Plan.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Company is filing a Registration Statement on Form S-8 to register the 11,000,000 Common Shares authorized for issuance pursuant to the 2019 Plan, which amount excludes the Carryover Shares. No additional Common Shares are being registered by this Post-Effective Amendment No. 1 to the Registration Statement.
Except to the extent specified herein, the Registration Statement as previously filed is not amended or otherwise affected by this Post-Effective Amendment thereto.
