Schedule 14A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-1)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )











Filed by the Registrant ý


Filed by a Party other than the Registrant o


Check the appropriate box:


o


 


Preliminary Proxy Statement


o


 


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



ý


 


Definitive Proxy Statement


o


 


Definitive Additional Materials


o


 


Soliciting Material under §240.14a-12

 

















ALEXANDER'S, INC.


(Name of Registrant as Specified In Its Charter)


 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):


ý


 


No fee required.


o


 


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
          

 

 

(2)

 

Aggregate number of securities to which transaction applies:
          

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
          

 

 

(4)

 

Proposed maximum aggregate value of transaction:
          

 

 

(5)

 

Total fee paid:
          


o


 


Fee paid previously with preliminary materials.


o


 


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 


 


(1)


 


Amount Previously Paid:
          

 

 

(2)

 

Form, Schedule or Registration Statement No.:
          

 

 

(3)

 

Filing Party:
          

 

 

(4)

 

Date Filed:
          



ALEXANDER'S, INC.

Notice of
Annual Meeting
of Stockholders


and

Proxy Statement
2 0 1 1

This Proxy Statement is printed on recycled paper and is recyclable.

ALEXANDER'S, INC.
210 Route 4 East
Paramus, New Jersey 07652



Notice of Annual Meeting of Stockholders
to Be Held May 26, 2011



To our Stockholders:

        The 2011 Annual Meeting of Stockholders of Alexander's, Inc., a Delaware corporation (the "Company" or "Alexander's"), will be held at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663, on Thursday, May 26, 2011, beginning at 10:00 A.M., local time, for the following purposes:

        (1)   To elect two persons to the Board of Directors of the Company. Each person elected will serve for a term of three years and until his respective successor is duly elected and qualified.

        (2)   To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current year.

        (3)   To consider and act upon a non-binding, advisory vote on executive compensation.

        (4)   To consider and act upon a non-binding, advisory vote on the frequency of executive compensation advisory votes.

        (5)   To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

        The Board of Directors of the Company has fixed the close of business on March 30, 2011 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

        Please review the accompanying Proxy Statement and proxy card. Whether or not you plan to attend the meeting, your shares should be represented and voted. You may authorize your proxy by the Internet or by touch-tone phone as described on the proxy card. Alternatively, you may wish to sign the proxy card and return it in accordance with the instructions included with the proxy card. You may revoke your proxy by (1) executing and submitting a later-dated proxy card, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) sending a written revocation of proxy to our Secretary at our office at 888 Seventh Avenue, New York, New York 10019, or (4) attending the Annual Meeting and voting in person. To be effective, these later-dated proxy cards, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 25, 2011.














 

By Order of the Board of Directors,




 

Alan J. Rice
Secretary




 

April 15, 2011



ALEXANDER'S, INC.
210 Route 4 East
Paramus, New Jersey 07652





PROXY STATEMENT
Annual Meeting of Stockholders
to Be Held May 26, 2011



        The accompanying proxy is being solicited by the Board of Directors (the "Board") of Alexander's, Inc., a Delaware corporation ("we," "us," "our" or the "Company"), for use at the 2011 Annual Meeting of Stockholders of the Company (the "Annual Meeting"). The Annual Meeting will be held on Thursday, May 26, 2011, beginning at 10:00 A.M., local time, at the Saddle Brook Marriott, Interstate 80 and the Garden State Parkway, Saddle Brook, New Jersey 07663. Our principal executive office is located at 210 Route 4 East, Paramus, New Jersey 07652. Our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card or voting instruction card and our 2010 annual report, are being distributed and made available on or about April 15, 2011.

        In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials to our stockholders on the Internet. Accordingly, a notice of Internet availability of proxy materials will be mailed on or about April 15, 2011 to our stockholders of record as of the close of business on March 30, 2011. Stockholders will have the ability (1) to access the proxy materials, free of charge, on a website referred to in the notice or (2) request a printed set of the proxy materials be sent to them, by following the instructions in the notice. You will need your 12-digit control number that is included with the notice mailed on April 15, 2011 to vote your shares. If you have not received a copy of this notice, please contact our investor relations department at 201-587-1000 or send an e-mail to ircontact@alx-inc.com . If you wish to receive a hard copy of these materials, you may request them at www.proxyvote.com or by dialing 1-800-579-1639 and following the instructions at that website or phone number.

How do you vote?

        You may vote in person at the Annual Meeting or you may authorize a proxy over the Internet (at www.proxyvote.com ), by telephone (at 1-800-690-6903) or by executing and returning a proxy card. Once you authorize a proxy, you may revoke that proxy by (1) executing and submitting a later-dated proxy card, (2) subsequently authorizing a proxy through the Internet or by telephone, (3) sending a written revocation of proxy to our Secretary at our office at 888 Seventh Avenue, New York, New York 10019, or (4) attending the Annual Meeting and voting in person. Attending the Annual Meeting without submitting a new proxy or voting in person will not automatically revoke your prior authorization of your proxy. To be effective, later-dated proxy cards, proxies authorized via the Internet or telephone or written revocations of proxies must be received by us by 11:59 P.M., New York City time, on Wednesday, May 25, 2011.

        If you hold your common shares in "street name" (that is, through a bank, broker or other nominee), your nominee will not vote your shares unless you provide instructions to your nominee on how to vote your shares. You should instruct your nominee how to vote your shares by following the directions provided by your nominee.



        We will pay the cost of soliciting proxies. We have hired MacKenzie Partners, Inc. to solicit proxies at a fee not to exceed $5,000. In addition to solicitation by mail, by telephone and by e-mail or the Internet, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals, and we may reimburse them for their expenses in so doing. If you hold shares in "street name" ( i.e. , through a bank, broker or other nominee), you will receive instructions from your nominee, which you must follow in order to have your proxy authorized or you may contact your nominee directly to request these instructions.

Who is entitled to vote?

        Only stockholders of record as of the close of business on March 30, 2011 are entitled to notice of, and to vote at, the Annual Meeting. We refer to this date as the "record date." On that date, 5,105,936 common shares, par value $1.00 per share ("Shares"), were outstanding. Holders of Shares as of the record date are entitled to one vote per share on each matter properly presented at the Annual Meeting.

How do you attend the meeting in person?

        If you would like to attend the Annual Meeting in person, you will need to bring an account statement or other acceptable evidence of ownership of your Shares as of the close of business on the record date. If you hold Shares in street name and wish to vote in person at the Annual Meeting, you will need to contact your bank, broker or other nominee and obtain a proxy from your nominee and bring it to the Annual Meeting.

How will your votes be counted?

        The holders of a majority of the outstanding Shares as of the close of business on the record date, present in person or by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Any proxy, properly executed and submitted, will be voted as directed and, if no direction is given, will be voted as recommended by the Board of Directors in this proxy statement and in discretion of the proxy holder on any other matter that may properly come before the meeting. A broker non-vote and any proxy marked "withhold authority" or an abstention, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the vote on the election of directors or the ratification of the appointment of our independent registered public accounting firm, the non-binding advisory vote on executive compensation or on the non-binding advisory vote on the frequency of executive advisory votes.

        The election of each of our nominees for director requires a plurality of the votes cast at the annual meeting. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm and the approval of the non-binding, advisory vote on executive compensation each require a majority of the votes cast in such matters at the annual meeting. The recommendation by a non-binding, advisory vote on the frequency of the advisory vote on executive compensation receiving a majority of all the votes cast (every one, two or three years) will be considered the frequency recommended by the shareholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by the shareholders.

        It is the Company's understanding that Interstate Properties ("Interstate"), a New Jersey general partnership (an owner of shopping centers and an investor in securities and partnerships), Interstate's general partners, and Vornado Realty Trust ("Vornado"), who, as of March 30, 2011, own, in the

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aggregate, approximately 60% of the outstanding Shares, will vote (1) for the approval of the election of the nominees listed in this proxy statement for directors, (2) for the ratification of the appointment of the Company's independent registered public accounting firm and, therefore, it is likely that these matters will be approved, (3) for the advisory resolution on executive compensation and (4) for the frequency of every three years for advisory votes on executive compensation.

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