Alexanders Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class II directors to serve three-year terms (Thomas R. DiBenedetto, Mandakini Puri, Russell B. Wight, Jr.).

2. 2

   Approval of the 2026 Omnibus Stock Plan

   ManagementBoard: FOR

   Approve the Company’s 2026 Omnibus Stock Plan, which would replace the 2016 Plan and authorize up to 500,000 shares (including 477,121 remaining under the 2016 Plan) for equity awards to employees, directors, Vornado personnel and other service providers.

   More detail

   Proposal 2 requests shareholder approval to adopt the 2026 Omnibus Stock Plan, which would replace the existing 2016 Plan for future grants and make up to 500,000 Shares available for awards (including 477,121 remaining under the 2016 Plan). Management seeks this approval to provide an updated equity plan that can be used to attract, retain and align incentives of employees, non-employee directors, Vornado personnel and other service providers; the plan allows a broad range of awards (options, SARs, restricted stock, RSUs, performance shares and other share-based awards) and preserves flexibility for the Compensation Committee to set terms, vesting, and transfer restrictions. The plan caps per-year awards to non-employee directors and includes standard anti-dilution and adjustment provisions and compliance language intended to satisfy Code Section 409A. The Board emphasizes that outstanding awards under the 2016 Plan would remain in effect if the 2026 Plan is approved, and that if shareholders do not approve the 2026 Plan the 2016 Plan remains operative. Key governance context includes that the Company is a controlled company with Vornado and Interstate holding ~58% aggregate, and Vornado employees are explicitly eligible to participate, which may raise conflicts or related-party considerations even though the Compensation Committee administers the plan. Approval requires a majority of votes cast; abstentions and broker non-votes are not counted as votes cast. The Board and Compensation Committee unanimously recommend a vote FOR, stating the plan furthers the Company’s ability to recruit and retain talent and align compensation with shareholder interests, while the plan’s broad discretion for the Committee entails potential dilution and selective awards that investors should monitor. Given the controlling holders’ stated support for management proposals, adoption is likely if voted as recommended.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   Proposal 3 is a non-binding advisory 'say-on-pay' vote asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy (including the CD&A and compensation tables). Management is seeking this endorsement to confirm shareholder support for its approach to executive pay and to inform future compensation decisions; the Compensation Committee and Board highlight that named executive officers received no cash compensation other than director fees for Mr. Roth, and that pay is primarily equity-based for directors. The Board recommends holding these advisory votes every three years (as adopted following the 2023 meeting) and notes that the Compensation Committee will consider the outcome when setting future programs. From a governance perspective, the Company is effectively controlled by Interstate and Vornado (holding ~58% combined), reducing the immediate risk of shareholder rejection changing outcomes, but the vote still provides an important signal to the Board and Compensation Committee. Management frames the compensation structure as aligned with shareholder interests given limited cash pay and historically equity-based compensation; critics could point to related-party arrangements with Vornado and the broad discretion of the Compensation Committee as areas for scrutiny. The advisory nature of the vote means even if rejected, the Board is not obligated to change pay but would likely engage with major holders to explain or adjust programs. The Board recommends a vote FOR and controlling holders have signaled support for management’s proposals, making passage likely.

4. 4

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Alexanders Inc 2026 annual meeting?

Alexanders Inc (ALX) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Alexanders Inc 2026 meeting?

The record date for the Alexanders Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Alexanders Inc's 2026 meeting?

The board is presenting 3 director nominees at the Alexanders Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Alexanders Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Alexanders Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.