DEF 14A: Alexanders, Inc. Announces Annual Meeting of Stockholders and Proxy Statement
Proxy Statement
Alexanders, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 22, 2025, to elect directors and ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm.
Summary
- Alexanders, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 22, 2025, at 10:00 A.M. New York City time.
- Stockholders of record as of March 24, 2025, are entitled to vote at the meeting.
- The meeting will address the election of two Class I directors to serve until 2028 and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm.
- The Board of Directors recommends voting for the election of Steven Roth and Wendy A. Silverstein as Class I directors.
- The Board of Directors recommends voting for the ratification of Deloitte & Touche LLP.
- As of March 24, 2025, 5,107,290 shares of common stock were outstanding.
- Interstate Properties and Vornado Realty Trust, collectively owning approximately 58% of the outstanding shares, are expected to vote in favor of the director nominees and the ratification of the accounting firm.
- The company has hired MacKenzie Partners, Inc. to solicit proxies at a fee not to exceed $6,500.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, presenting necessary information for the annual meeting. The sentiment is neutral to slightly positive due to the routine nature of the announcements and the expectation of approval for the proposals.
Positives
- The Board of Directors has determined that six out of seven directors are independent for the purposes of the NYSE Corporate Governance Standards.
- The Audit Committee and Compensation Committee have charters and the company has Corporate Governance Guidelines and a Code of Business Conduct and Ethics available on its website.
- Stockholders have the ability to participate in the Annual Meeting virtually and submit questions.
- The company provides multiple methods for stockholders to vote, including online, by phone, and by mail.
Negatives
- The company is a controlled company under NYSE rules, exempting it from certain corporate governance standards.
- The company does not have a nominating committee.
- The Chairman of the Board also serves as the Chief Executive Officer, and the company does not have an independent lead director.
Risks
- The company's management and properties are heavily reliant on Vornado, as outlined in the management and development agreements.
- Related-party transactions with Vornado could present potential conflicts of interest.
- The company's performance is closely tied to the real estate market and economic conditions.
Future Outlook
The Board does not intend to present any other matter, nor does it have any information that any other matter will be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is the intention of the individuals named in the attached proxy to vote said proxy in accordance with their discretion on such matters.
Management Comments
- The Board believes it has the best individual serving both roles of Chairman of the Board and Chief Executive Officer.
- The Compensation Committee believes that the result of the 2023 advisory vote affirms stockholders support of the Company's approach to executive compensation.
Industry Context
Alexanders, Inc. operates within the real estate industry, specifically focusing on property management, leasing, and development. The company's reliance on Vornado for management and development services is a key aspect of its operational structure, which is not uncommon in the real estate sector where specialized expertise is often outsourced.
Comparison to Industry Standards
- Alexanders, Inc.'s corporate governance structure, being a controlled company, differs from many publicly traded companies that adhere strictly to NYSE's independence requirements.
- The compensation structure for directors, including cash retainers and equity grants, is generally in line with industry standards for companies of similar size and complexity.
- The fees paid to Deloitte & Touche LLP for audit and related services are comparable to those paid by other real estate companies, considering the scope and complexity of the audit.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chair of the Audit Committee | Dr. Richard West | Mandakini Puri | January 1, 2025 | Dr. West's retirement |
| Chair of the Compensation Committee | Dr. Richard West | Wendy Silverstein | January 1, 2025 | Dr. West's retirement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Elimination | The Executive Committee was eliminated as a committee of the Board. | January 1, 2025 | The Board will now handle all responsibilities previously held by the Executive Committee. |
Related Party Transactions
- The company has significant related-party transactions with Vornado, including management, development, leasing, and property management agreements.
- During the year ended December 31, 2024, the company incurred $2,800,000 in management fees, $472,000 in development fees, $6,084,000 in leasing fees, and $6,053,000 in property management and other fees under agreements with Vornado.
Stakeholder Impact
- Shareholders are asked to vote on key proposals, including the election of directors and the ratification of the independent auditor.
- The company's performance and governance practices impact shareholder value and investor confidence.
- Employees are indirectly affected by the company's reliance on Vornado for management and development services.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Stockholders on May 22, 2025.
- The Audit Committee will continue to oversee the selection and performance of the independent registered public accounting firm.
Key Dates
| Date | Description |
|---|---|
| 1960 | David M. Mandelbaum became a member of the law firm of Mandelbaum & Mandelbaum, P.C. |
| 1968 | Russell B. Wight, Jr. and David M. Mandelbaum became general partners of Interstate. |
| 1979 | Steven Roth, Russell B. Wight, Jr. and David M. Mandelbaum became trustees of Vornado. |
| 1983 | Thomas R. DiBenedetto became President of Boston International Group, Inc. |
| 1984 | Thomas R. DiBenedetto became Managing Director of Olympic Partners. |
| 1989 | Steven Roth became Chairman of the Board of Vornado. |
| 1992 | Thomas R. DiBenedetto became President of Junction Investors Ltd. |
| March 1995 | Steven Roth became Chief Executive Officer of the Company. |
| January 1996 | Arthur I. Sonnenblick became a Senior Managing Director of Cushman & Wakefield Sonnenblick Goldman. |
| 1997 | Thomas R. DiBenedetto became Chairman of the Board of Jefferson Waterman International. |
| April 1998 | Wendy A. Silverstein became Executive Vice President and Co-Head of Capital Markets and Acquisitions of Vornado. |
| May 2003 | The Audit Committee established policies and procedures for approving professional services rendered by Deloitte Entities. |
| May 2004 | Steven Roth became Chairman of the Board of Directors of the Company. |
| 2005 | Wendy A. Silverstein became a director of Toys R Us, Inc. |
| August 2018 | Wendy A. Silverstein became Chief Investment OfficerReal Estate for WeWork Companies, Inc. |
| September 2020 | Wendy A. Silverstein became Co-Founder of Silver Eagle Advisory Group. |
| January 2023 | Wendy A. Silverstein became Founder of Gapview Ventures. |
| March 24, 2025 | Record date for the Annual Meeting. |
| May 9, 2025 | Deadline for stockholders to provide advance written notice to the Company if they intend to have a legal proxy or qualified representative attend the virtual Annual Meeting on their behalf. |
| May 21, 2025 | Deadline for submitting later-dated proxy cards, voting instruction forms, proxies authorized via the Internet or telephone, or written revocations of proxies. |
| May 22, 2025 | Date of the 2025 Annual Meeting of Stockholders. |
| December 9, 2025 | Deadline for stockholders to submit proposals for inclusion in the Proxy Statement for the Company's Annual Meeting of Stockholders in 2026. |
| December 23, 2025 | Earliest date for stockholders to nominate a candidate for election as a director at an Annual Meeting of Stockholders or propose business for consideration at such meeting. |
| January 22, 2026 | Latest date for stockholders to nominate a candidate for election as a director at an Annual Meeting of Stockholders or propose business for consideration at such meeting. |
Keywords
Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Deloitte & Touche LLP, Election of Directors, Corporate Governance, Vornado, Interstate Properties, Compensation, Audit Committee
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