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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

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))
x | Definitive Proxy Statement
o | Definitive Additional Materials
o | Soliciting Material under §240.14a-12

KIMCO REALTY CORPORATION
(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 all boxes that apply):

x | No fee required
o | Fee paid previously with preliminary materials
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Annual Meeting of Stockholders

Kimco Realty Corporation, a Maryland Corporation

Annual Meeting Proposals

1. Election of eight directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify |  | See page 11
2. Advisory resolution to approve the Company’s executive compensation (“Say-on-Pay”) as described in the Proxy Statement |  | See page 22
3. Approval of an amendment to the charter of the Company to increase the number of authorized shares of stock |  | See page 45
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 |  | See page 48
5. The transaction of any other business that may properly come before the meeting or any postponement(s) or adjournment(s) thereof |  |

Logistics

Date: | May 7, 2024
Time: | 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time).
Place: | Online only at: www.virtualshareholdermeeting.com/KIM2024
Record Date: | The close of business on March 12, 2024

If you plan to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) online, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials on your proxy card or on the instructions that accompany your proxy materials.

During this virtual meeting, you may ask questions, and you will be able to vote your shares electronically. You may also submit questions in advance by visiting www.virtualshareholdermeeting.com/KIM2024. The Company will respond to as many inquiries as time allows.

How to Vote or Authorize Your Proxy

By Internet: | www.proxyvote.com
By Telephone: | 1-800-690-6903
By Mail: | Complete your proxy card and cast your vote by pre-paid mail

Beneficial Owners:

If you own shares registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares.

Proxy Voting:

Please submit your proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the Annual Meeting, even if you plan to attend the Annual Meeting. If you later vote at the Annual Meeting, your previously submitted proxy or voting instructions will not be used.

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the Annual Meeting.

On behalf of the Board of Directors

Bruce M. Rubenstein

Executive Vice President, General Counsel and Secretary
March 25, 2024

Important Notice Regarding Internet Availability of Proxy Materials

We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rules allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, lower the costs, and reduce the environmental impact of our Annual Meeting. We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about March 25, 2024 and provide access to our proxy materials over the Internet, beginning on March 25, 2024, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the proxy statement and our annual report. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet.

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Safe Harbor Statement

This proxy statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain disruptions, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, (xi) the Company’s failure to realize the expected benefits of the merger with RPT Realty (“RPT Merger”), (xii) significant transaction costs and/or unknown or inestimable liabilities related to the RPT Merger, (xiii) the risk of litigation, including shareholder litigation, in connection with the RPT Merger, including any resulting expense, (xiv) the ability to successfully integrate the operations of the Company and RPT and the risk that such integration may be more difficult, time-consuming or costly than expected, (xv) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company, (xvi) effects relating to the RPT Merger on relationships with tenants, employees, joint venture partners and third parties, (xvii) the possibility that, if the Company does not achieve the perceived benefits of the RPT Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline, (xviii) valuation and risks related to the Company’s joint venture and preferred equity investments and other investments, (xix) valuation of marketable securities, (xx) impairment charges, (xxi) criminal cybersecurity attacks, disruption, data loss or other security incidents and breaches, (xxii) risks related to artificial intelligence, (xxiii) impact of natural disasters and weather and climate-related events, (xxiv) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (xxv) our ability to attract, retain and motivate key personnel, (xxvi) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xxvii) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxviii) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xxix) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/ or hold certain securities until maturity, (xxx) the Company’s ability to continue to maintain its status as a REIT for U.S. federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxxi) other risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”). Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K that the Company files with the SEC. Certain forward-looking and other statements in this proxy statement, or other locations, such as our corporate website, contain various environmental, social, and governance (“ESG”) standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. As such, such information may not, and should not be interpreted as necessarily being, “material” under the federal securities laws for SEC reporting purposes, even if we use the word “material” or “materiality” in this document. ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

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Table of Contents

About Kimco | 1
Operating Performance Highlights | 2
Leaders in Corporate Responsibility | 3
Governance at Kimco | 5
Corporate Governance Policies and Procedures Overview | 5
Committees of the Board of Directors | 8
Certain Relationships and Related Transactions | 10
Proposal I: Election of Directors | 11
Our Director Nominees | 11
Board Composition and Diversity | 12
Succession Planning, Board Refreshment and Diversity | 13
Director Nominee Selection Process | 13
Director Candidate Nominations through Proxy Access | 14
Limits on Board Service | 14
Information Regarding Nominees | 16
Compensation of Directors | 20
Non-Management Director Compensation for 2023 | 20
Executive Officers | 21
Proposal 2: Advisory Resolution to Approve Executive Compensation | 22
Compensation Discussion & Analysis | 23

Named Executive Officers | 23
Our Compensation Philosophy | 23
Oversight of Compensation | 23
2023 Say on Pay Results and Stockholder Engagement | 24
Elements of Our Executive Compensation Program | 26
Executive Compensation Committee Report | 34
Executive Compensation Tables | 35
Pay Versus Performance | 42
Proposal 3: Amendment of Charter to Increase Number of Authorized Shares of Stock | 45
Audit Committee Report | 47
Proposal 4: Ratification of Independent Accountants | 48
Beneficial Ownership | 49
Other Matters | 50
Information About the Annual Meeting | 52
Why You are Receiving These Materials | 52
How to Vote | 52
Eliminating Duplicative Proxy Materials | 53
Solicitation of Proxies | 53
Other Business | 53
Annex A | 54
Annex B | 57

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| About Kimco

About Kimco

Kimco Realty® (NYSE: KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Kimco Realty is also committed to leadership in environmental, social and governance (ESG) issues and is a recognized industry leader in these areas. Publicly traded on the NYSE since 1991 and included in the S&P 500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value enhancing redevelopment activities for more than 60 years. As of December 31, 2023, the company owned interests in 523 U.S. shopping centers and mixed-use assets comprising 90 million square feet (“SF”) of gross leasable space. On January 2, 2024, Kimco Realty closed the acquisition of RPT Realty, which added 56 open-air shopping centers, comprising 13.3 million square feet of gross leasable area, to Kimco’s portfolio.

Company Information Established in 1958 Member of the S&P 500 Listed on NYSE | Our Properties* 523 properties 90 million SF of gross leasable area | Our Employees* 660 employees 27 primary offices Average tenure of 9.4 years

* As of 12/31/2023

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About Kimco |

Operating Performance Highlights

Kimco’s operating results in 2023 reflect the success of our strategy, focused on grocery-anchored, open-air and mixed-use centers in the first ring suburbs of the top major metropolitan markets in the U.S.

| Balance Sheet & Liquidity Strength |  |  | Operational Resilience
• Ended the year with $2.8 billion of immediate liquidity. • Reported Consolidated Net Debt-to-EBITDA* of 5.6x. • Maintained S&P and Moody’s investment grade unsecured debt ratings of BBB+ and Baa1, respectively. |  | •Operationally, we reached new heights in square footage leased at 12 million square feet across 2,000 leases signed during the year. •Grew pro-rata portfolio occupancy 50 basis points to 96.2%. •Ended the year with pro-rata occupancy for anchor spaces at 98.0%, and pro-rata small shop at an all-time high of 91.7%. •Expanded the spread between leased (reported) occupancy versus economic occupancy to 350 basis points, representing approximately $57 million in future annual base rent.
| Dividend Growth & Cash Flow |  |  | Investment Activity & Capital Recycling
• Generated over $1.1 billion in net cash flow provided by operating activities and paid an aggregate of $657.5 million of dividends. • Raised the quarterly dividend on common shares payable in December 2023 to $0.24 per share, an increase of 4.3% over the quarterly dividend in the corresponding period of the prior year. • Paid a $0.09 per share special dividend as a result of Kimco receiving a $194.1 million special dividend payment from Albertsons Companies, Inc. (NYSE: ACI). |  | •Acquired Stonebridge at Potomac Town Center, a 96%-occupied, dominant grocery-anchored property for $172.5 million. Also, announced the $2.2 billion acquisition of RPT Realty, that closed in January 2024. •Realized net proceeds of $282.3 million from the sale of 14.1 million shares of ACI common stock. Ended the year with 14.2 million shares of ACI common stock which were sold in February 2024 for $299.1 million.

Total Return Performance Indexed to 100

*Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are provided in Annex A

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| About Kimco

Leaders in Corporate Responsibility

The Company strives to build a thriving and viable business, one that succeeds by delivering long-term value for our stockholders. We believe that the Company’s ESG program is aligned with its core business strategy of creating destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

ESG Oversight

The Nominating and Corporate Governance Committee of the Company’s Board of Directors (“Board” or “Board of Directors”) is responsible for reviewing and monitoring (i) the development and implementation of goals established for the ESG program, (ii) the development of metrics to gauge progress toward the achievement of those goals, and (iii) the Company’s progress against those goals. The Company’s Chief Executive Officer (“CEO”), Conor Flynn, who is a director, is the executive sponsor for the Company’s ESG program with oversight over ESG topics including climate and, diversity, equity, and inclusion (“DEI”). All Kimco named executive officers and corporate officers have ESG performance metrics, including certain climate metrics, tied into their compensation plans.

The Company’s management-level ESG Steering Committee is responsible for regularly reviewing and recommending strategic priorities and goals to management, as well as reporting to the Board quarterly. These updates include Board continuing education sessions on ESG topics. This ESG Steering Committee is cross-functional and diverse, comprised of both named executive officers and departmental and regional executives across multiple dimensions of the Company, including representation from the ESG Department. Subcommittees of the ESG Steering Committee include the Communications Subcommittee focused on cross-stakeholder communications, and the ESG Capital Improvements Subcommittee focused on capital improvement planning to help the Company achieve its Science-Based climate target and other ESG goals.

Led by the Vice President of ESG, the Company’s ESG Department includes staff dedicated to driving key ESG strategies, programs, and initiatives across the organization. Additionally, the Company’s ESG Governance structure allows for employee feedback and programming via the employee driven KIMunity Councils.

Select Program Highlights

• | Allocated an additional $17.3 million towards the Company’s green bond, with $373.8 million total allocated as of June 30, 2023.
• | Amended and restated its $2 billion unsecured revolving credit facility with enhanced sustainability matrix tied to GHG emission reduction strategy, with applicable margin adjustments (up to +/- four basis points) tied to the Company’s performance towards Scope 1 and 2 Science-Based Target.
• | Launched Institute of Real Estate Management® (IREM) Certified Sustainable Properties Certification Volume Program and certified 19 properties.
• | Implemented a bundled renewable energy credit (REC) procurement pilot, supplementing operational efficiency enhancements, to support the Company’s pathway to net zero.
• | Continued implementation of employee resource groups (ERGs) and annual volunteerism drive to support and advance employee engagement and inclusion.
• | Regularly engaged on ESG topics and projects with stakeholders including Board, leadership, employees, stockholders and joint venture partners, tenants and retailer partners, and vendors and communities.

Select Awards/Recognition

• | Awarded the 2023 Nareit® Leader in the Light Award for outstanding ESG practices within the retail REIT sector.
• | Recognized by GRESB (formerly known as the Global Real Estate Sustainability Benchmark), earning the distinguished Green Star designation for the tenth consecutive year, placing first in our peer group (U.S. Retail: Retail Centers), and achieving an “A” Public Disclosure Rating.
• | Included in the Dow Jones® Sustainability North America Index (DJSI) for the ninth consecutive year.
• | Included in the Russel FTSE4Good® Index Series for the fifth consecutive year.
• | Achieved “Prime” status on 2023 ISS ESG Corporate Rating Report.
• | Received the top score of 100 for the Human Rights Campaign Foundation’s Corporate Equality Index, designated as a recipient of the Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion.
• | Awarded the Great Place to Work® Certification for the sixth consecutive year.
• | Named one of the 2023 Best Workplaces in Real EstateTM by Great Place to Work®.

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About Kimco |

ESG Disclosure Roadmap

The Company is committed to excellence in ESG disclosure and has aligned its annual reporting toward standards from the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD). The Company also discloses aggregate-level EEO-1 workforce data that can be found on the Company’s website, which data and website contents are not incorporated by reference and do not form a part of this Proxy Statement. ESG information of relevance to stakeholders, including program governance, goals and performance, can be found in three primary locations:

| Annual Report/ 10-K Summarizes ESG program priorities and material risk disclosures. |  |  | Proxy Statement Summarizes corporate governance practices, including how the Board and management are engaged in ESG program strategy, governance and accountability. |  |  | Corporate Responsibility Report Based on the Global Reporting Initiative (GRI) standard, summarizes environmental and social performance.

The information contained in our EEO-1 Report, Annual Report/10-K and Corporate Responsibility Report does not constitute part of this Proxy Statement. Additional ESG information of interest to stakeholders can be found on the Company’s website, the contents of which are not incorporated by reference and do not form a part of this Proxy Statement.

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| Governance at Kimco

Governance at Kimco

Corporate Governance Policies and Procedures Overview

The Board is responsible for providing governance and oversight of the strategy, operations and management of the Company with its primary objective being to represent the interests of our stockholders. The Board oversees our senior management to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, committee charters, and a Code of Conduct that, together with our Charter and Bylaws, form the governance framework for the Board and its committees.

The Board regularly reviews the Corporate Governance Guidelines and other corporate governance documents and, from time to time, revises them when it believes it is in the best interests of the Company and our stockholders to do so given changing regulatory and governmental requirements and best practices. The following sections provide an overview of our corporate governance structure.

Complete copies of our Corporate Governance Guidelines, committee charters, Code of Conduct and other governance documents are available in the Investor/Governance section of our website at www.kimcorealty.com.

Highlights

Board Structure and Independence | Separate Chairman and CEO Lead Independent Director, who is elected by the independent directors 6 of 8 directors are independent; Audit, Executive Compensation and Nominating and Corporate Governance Committees are each entirely comprised of independent directors Require any search firm to include in its initial list of board candidates, qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation Executive sessions of non-management directors held at all Board and committee meetings Annual offsite strategic review by the Board with management Diverse Board with two female directors and two ethnically and/or racially diverse members No familial relationships among Board members Limits on other board service to prevent “overboarding” Formal “Clawback” Policy
Stockholder Rights | Annual election of all directors Majority voting for directors in uncontested elections No supermajority vote requirements Annual Say-on-Pay advisory vote Stockholders have the right to amend the Bylaws Stockholders representing a majority can call special meeting Proxy Access: stockholder (or a group of 20) owning 3% of our common stock for at least three years may nominate up to 20% of board members No “poison pill” in effect “Double trigger” change in control arrangement that covers certain of our named executive officers (“NEOs”)* Feedback solicited from stockholders is shared with our Board
Board Oversight | Structured oversight of the Company’s corporate strategy and risk management ESG strategy and initiatives, as well as corporate governance oversight by Nominating and Corporate Governance Committee Provide continuing education for our Board Cybersecurity and regulatory compliance oversight by Audit Committee Board and senior management succession planning Annual self-assessment of Board and Board committee performance
Accountability and Best-In-Class Governance Practices | Met or spoke with stockholders representing 64% of our common stock in 2023 Stock ownership policy for directors and NEOs and stock retention requirement for directors and NEOs who have not achieved the applicable stock ownership level Prohibition of hedging and pledging Company stock by directors and NEOs Code of Conduct for directors, officers and employees ESG Steering Committee to manage ESG program Oversight of political contributions (de minimis amounts in 2023)

*See Executive Compensation Highlights on page 23 for What We Do and What We Do Not Do

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Governance at Kimco |

Board Leadership Structure

The Board of Directors has separated the roles of the Executive Chairman of the Board of Directors and the CEO in recognition of the differences between the two roles. The CEO is responsible for setting our strategic direction and the day-to-day leadership and performance of the Company, while the Executive Chairman of the Board of Directors provides guidance to the CEO, establishes the agenda for Board of Directors meetings in consultation with the CEO and Lead Independent Director and presides over meetings of the full Board of Directors. Because Mr. Cooper, the Executive Chairman, is an employee of the Company and is, therefore, not “independent,” the Board of Directors elected Mary Hogan Preusse, as Lead Independent Director to preside at all executive sessions of “non-management” directors, as defined under the NYSE Listed Company Manual.

Lead Independent Director The Lead Independent Director is elected by the other independent directors and presides at all meetings of the Board of Directors at which the Executive Chairman is not present, including executive sessions of the non-management directors, which typically occur after each Board meeting. The Lead Independent Director encourages and facilitates active participation of all directors and serves as a liaison between management and the other independent directors. The Lead Independent Director also has the authority to call meetings of the independent directors, monitors and coordinates with management and the Nominating and Corporate Governance Committee on ESG issues and developments, and approves meeting agendas and the information sent to the Board of Directors, including the quality, quantity and timeliness of such information. |  |  | Mary Hogan Preusse Lead Independent Director
•Lead Independent Director since 2020 •Chair of Nominating & Corporate Governance Committee •Extensive experience in public company governance, the REIT industry and real estate management

Director Independence

Our Board of Directors has adopted a formal set of categorical independence standards for directors. These categorical standards specify the criteria by which the independence of our directors will be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the Company or its independent registered public accounting firm. These categorical standards meet, and in some areas exceed, the listing standards of the NYSE. The Board of Directors’ categorical standards are available along with our Corporate Governance Guidelines on the Company’s website in the Investor/Governance section at www.kimcorealty.com and are available in print to any stockholder who requests them. The Board of Directors affirmatively determined that the following directors are independent of the Company and its management under the standards set forth in the categorical standards and the NYSE listing standards: Philip E. Coviello, Frank Lourenso, Henry Moniz, Mary Hogan Preusse, Valerie Richardson and Richard B. Saltzman.

Term Of Office

All directors of the Company elected at the 2024 Annual Meeting of Stockholders (the “Meeting”) will serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify.

Director Attendance

The Board met seven times in 2023. During 2023, each current director attended 100% of the aggregate of the total meetings of the Board and Board committees on which such person served.

The Company encourages directors to attend each annual meeting of stockholders, and all of the directors were in attendance at the 2023 Annual Meeting of Stockholders, which was held online.

Director Continuing Education

The Company maintains a program of continuing education for directors. In 2023, directors participated in customized Company-sponsored sessions on business-related topics, corporate governance matters, SEC rule changes, and other current topics such as ESG, DEI, ethical conduct and cybersecurity, including issues applicable to particular committees of the Board of Directors. These sessions included detailed presentations on these matters and discussions on each of the covered topics.

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| Governance at Kimco

Stock Ownership Guidelines

The Company has stock ownership guidelines that require each director and NEO to own shares of our common stock with a value equal to a certain multiple of his or her annual retainer or base salary. Equity interests that count towards the satisfaction of the ownership guidelines include shares owned outright, shares jointly owned, restricted shares and shares held in a 401(k)-retirement plan. Directors and NEOs have five years from the date they become a member of the Board of Directors or begin to serve in an officer role listed below to meet the ownership levels. All of our directors and NEOs are currently in compliance with the stock ownership requirements.

Covered Person | Multiple Of Salary / Retainer
Executive Chairman | 5x
Non-Employee Director | 5x
Chief Executive Officer | 5x
President | 3x
Chief Operating Officer | 3x
Chief Financial Officer | 2x

The Company also has a stock retention requirement for directors and NEOs. Any director or NEO who has not achieved the applicable stock ownership threshold must hold all net-settled shares (after payment of withholding taxes, transaction costs and the exercise price for options, as applicable) until he or she meets the applicable stock ownership threshold.

No Hedging or Pledging Transactions

We have a policy prohibiting all directors and NEOs from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, and collars) designed to hedge or offset any decrease in the market value of our equity securities. We also have a policy that prohibits directors and NEOs from using shares of our common stock, in any pledging transactions.

Clawback Policy

The Company has adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the New York Stock Exchange. This policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Board Membership

The Nominating and Corporate Governance Committee assists the Board of Directors in establishing criteria and qualifications for potential Board members. The committee identifies individuals who meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election to the Board. In addition, after consideration of the experience and qualifications matrix set forth on page 11 and other needs of the Board, the Nominating and Corporate Governance Committee seeks competencies, attributes, skills and experience that will complement and enhance the Board’s existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition and effectiveness. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, to recommend a group that can best continue the success of our Company.

Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and establishing appropriate risk management practices. Our Board of Directors reviews our business strategy and management’s assessment of the related risk and discusses with management the appropriate level of risk for the Company. Our Board of Directors administers its risk oversight function with respect to our operating risk as a whole and meets with management at least quarterly to receive updates with respect to our operations, business strategies and the monitoring of related risks. The Board of Directors also delegates oversight to the Audit, Executive Compensation and Nominating and Corporate Governance Committees of the Board, for example, the Audit Committee is responsible for enterprise risk management. The risk oversight responsibilities of the committees of the Board are discussed further in “Committees of the Board of Directors” below. The Board believes the leadership structure described in “Board Leadership Structure” above facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through its committees, to proactively participate in the oversight of management’s actions.

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Governance at Kimco |

Committees of The Board of Directors

Audit Committee

Committee Members | Key Responsibilities
Richard B. Saltzman, Chair* Philip E. Coviello Frank Lourenso Henry Moniz Mary Hogan Preusse Valerie Richardson Number of meetings in fiscal year 2023: 6 *Richard B. Saltzman was appointed as Chair in March 2024; Philip E. Coviello previously served as Chair. The Board has determined that each member of the Audit Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the NYSE. The Board has determined that each member of the Audit Committee is an audit committee financial expert in accordance with Item 407(d)(5) of Regulation S-K. The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the Audit Committee Charter is available on the Company’s website located at www.kimcorealty.com. | •Assists the Board in its oversight and financial risk assessment of: •the integrity of our financial statements •our accounting and reporting processes and internal controls •REIT and other tax compliance •our internal audit functions •our cybersecurity program •Selects, engages and reviews the independence and performance of our internal auditors and external registered public accounting firm •Assists the Board of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory requirements, including matters related to the Company’s financial statements •Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm •Enterprise risk management •Oversees risk and compliance related to the Company’s cybersecurity program, such as governance, policies and procedures and cyber incident response. •Approves the Audit Committee Report as shown on page 47. The report further details the Audit Committee’s responsibilities Each year, management and the Company’s internal auditors prepare an enterprise risk assessment matrix (“ERM”) that is reviewed and approved by the Audit Committee. The Audit Committee meets with management quarterly and receives regular reports from management, independent auditors and legal advisors regarding the Company’s assessment of risks including those related to our financial reporting function and those addressed in the ERM. In addition, the Audit Committee receives a risk and internal controls assessment report from the Company’s internal auditors on at least an annual basis and more frequently as appropriate. There were no material internal control deficiencies. The Audit Committee reports regularly to the Board of Directors. The Board of Directors and Audit Committee focus on the Company’s general risk management strategy, the ERM, and also ensure that risks undertaken by the Company are consistent with the business strategies approved by the Board of Directors. While the Board of Directors oversees the Company’s risk management, management is responsible for the day-to-day risk management processes and reports directly to both the Board of Directors and Audit Committee on a regular basis and more frequently as appropriate. The Board of Directors believes this division of responsibilities is an effective approach for addressing the risks facing the Company. Additional Risk Oversight Oversees financial, credit and liquidity risk by working with our treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure and long-term liquidity needs, and the implementation of risk mitigating strategies. Individuals who supervise day-to-day risk in this area have direct access to the Board, and our Chief Financial Officer meets regularly with our Audit Committee to discuss and advise on elements of risks related to our credit risk. Reviews and monitors our compliance programs, including the whistleblower program and whistleblower helpline with respect to financial reporting and other matters. The Audit Committee also oversees risk by working with management to adopt and to review annually, or on an as needed basis, a Code of Conduct designed to support the highest standards of business ethics.

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| Governance at Kimco

Executive Compensation Committee

Committee Members | Key Responsibilities
Valerie Richardson, Chair Philip E. Coviello Frank Lourenso Henry Moniz Mary Hogan Preusse Richard B. Saltzman Number of meetings in fiscal year 2023: 5 The Board has determined that each member of the Executive Compensation Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the NYSE. The Executive Compensation Committee operates under a written charter adopted by the Board of Directors. A copy of the Executive Compensation Committee Charter is available on the Company’s website located at www.kimcorealty.com. | •Establishes and oversees our executive compensation and benefits programs •Approves compensation arrangements for senior management, including metric setting and annual incentive and long-term compensation •Evaluates our Executive Chairman and CEO’s performance •Reviews senior management leadership, performance, development and succession planning •Oversees our stock ownership policy •Reviews the compensation of our non-employee directors •Administers the Company’s Clawback Policy •Oversees risk management by participating in the creation of compensation structures that create incentives to support an appropriate level of risk-taking behavior consistent with the Company’s business strategy and stockholder interests. The Executive Compensation Committee has retained an independent compensation consultant, Pay Governance LLC (“Pay Governance”), which performs no other services for the Company other than executive compensation consulting services.

Nominating & Corporate Governance Committee

Committee Members | Key Responsibilities
Mary Hogan Preusse, Chair Philip E. Coviello Frank Lourenso Henry Moniz Valerie Richardson Richard B. Saltzman Number of meetings in fiscal year 2023: 5 The Board has determined that each member of the Nominating & Corporate Governance Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the NYSE. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors. A copy of the Nominating and Corporate Governance Committee Charter is available on the Company’s website located at www.kimcorealty.com. | •Oversees governance related risks by working with management to establish corporate governance guidelines, including the leadership structure of the Board and membership on committees of the Board •Reviews ESG related policies and initiatives with management quarterly, or on an as needed basis, and oversees the progress and implementation of the goals established for the Company’s ESG program •Assists our Board in establishing criteria and qualifications for potential Board members •Identifies and recruits high-quality individuals to become members of our Board and recommends director nominees to the Board, placing emphasis on the importance of a diverse board and determining director independence •Leads the Board in its annual assessment of the Board’s performance •Reviews committee membership and recommends nominees for each committee of the Board

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Governance at Kimco |

Certain Relationships and Related Transactions

The Company reviews all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our current written policies and procedures for review, approval or ratification of relationships or transactions with related persons are set forth in our:

• | Code of Conduct;
• | Corporate Governance Guidelines;
• | Nominating and Corporate Governance Committee Charter; and
• | Audit Committee Charter.

Our Code of Conduct applies to all of our directors and employees. Review and approval of potential conflicts of interest involving our directors, executive officers or other principal officers may only be conducted by our Board of Directors. A copy of the Company’s Code of Conduct is available through the Investors/Governance/Governance Documents section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will review annually the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), in the course of making independence determinations under the Company’s categorical independence standards for directors and the NYSE listing standards. Directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director should immediately report the matter to the Executive Chairman of the Board of Directors. Any significant conflict must be resolved, or the director should resign. If a director has a personal interest in a matter before the Board of Directors, the director will disclose the interest to the Board of Directors, excuse himself or herself from discussion on the matter and not vote on the matter. The Corporate Governance Guidelines further provide that the Board of Directors is responsible for reviewing and, where appropriate, approving major changes in and determinations under the Company’s Corporate Governance Guidelines, Code of Conduct and other Company policies. The Corporate Governance Guidelines also provide that the Board of Directors has the responsibility to ensure that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

Pursuant to the Audit Committee Charter and the Audit Committee’s policy regarding related-person transactions, the Audit Committee reviews and approves or ratifies related-person transactions that are required to be disclosed as well as all other related-person transactions identified to the Audit Committee by management or the Company’s internal audit function. In the course of its review and approval or ratification of a related-party transaction for which disclosure is required, the Audit Committee routinely considers: the nature of the related-person’s interest in the transaction; the material terms of the transaction; the importance of the transaction to the related person and to the Company and the extent to which such transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and any other matters deemed appropriate by the Audit Committee. All related-party transactions described in this Proxy Statement have been reviewed in accordance with this policy.

Joint Ventures

Mr. Milton Cooper has investments in certain real estate joint ventures and limited partnerships. The Company has an interest in certain of these joint ventures and partnerships which own and operate certain of the Company’s property interests. The Company receives fees and proceeds related to these joint ventures and partnerships from time to time.

Family Relationships

Ross Cooper, President and Chief Investment Officer of the Company, is the grandson of Mr. Milton Cooper, Executive Chairman of the Board of Directors.

Transactions with Ripco Real Estate Corporation

Ripco Real Estate Corp. (“Ripco”), a leading broker in the metro New York area with 150 associates and eight offices, serves as a leasing agent and representative for national and regional retailers including Target, Best Buy, TJX Corp. and many others, providing real estate brokerage services and principal real estate investing. Todd Cooper, an officer and 50% stockholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2023, the Company paid brokerage commissions of $0.5 million to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services.

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| Proposal 1: Election of Directors

Proposal 1: Election of Directors

Our Director Nominees

The Company’s Bylaws (the “Bylaws”), provide that all directors be elected at each annual meeting of stockholders. Our Board of Directors is currently comprised of eight directors, all of whom are standing for election at the Meeting. If authorized, and unless otherwise noted by the authorizing stockholder, the persons named as proxies in the accompanying form of proxy intend to vote in favor of the election of each of the eight nominees for director designated below, with each to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify. It is expected that each of these recommended nominees will be able to serve, but if any such nominee is unable to serve, the proxies may vote for another person recommended by the Nominating and Corporate Governance Committee and nominated by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Meeting.

We are requesting that the stockholders elect the nominees for director (listed below) to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Board of Directors recommends a vote FOR each nominee.

Vote Required

Nominees for director shall be elected by a majority of the votes cast in person or by proxy at the Meeting. A majority of the votes cast means the affirmative vote of a majority of the total votes cast “for” and “against” such nominee. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

The Board unanimously recommends that you vote “for” each of the nominees set forth in this Proxy Statement.

| Milton Cooper | Philip E. Coviello | Conor C. Flynn | Frank Lourenso | Henry Moniz | Mary Hogan Preusse | Valerie Richardson | Richard B. Saltzman
Primary Role | Kimco Co-Founder | Former Latham & Watkins LLP Partner | Kimco CEO | Former EVP of JPMorgan Chase & Co. | Chief Compliance Officer of Meta | Formerly Managing Director and co-head of Americas Real Estate for APG Asset Mgmt. U.S. | Chief Operating Officer of the ICSC | Senior Advisor and Chairman of the Board of Managers at Ranger Global Real Estate Advisors
Age | 95 | 80 | 43 | 83 | 59 | 55 | 65 | 67
Director Since | 1991 | 2008 | 2016 | 1991 | 2021 | 2017 | 2018 | 2003
Independent |  |  |  |  |  |  |  |
Committee
Audit |  |  |  |  |  |  |  |
Executive Compensation |  |  |  |  |  |  |  |
Nominating and Corporate Governance |  |  |  |  |  |  |  |
Experience/Qualifications
Business Leadership |  |  |  |  |  |  |  |
Reit / Real Estate |  |  |  |  |  |  |  |
Public Company Executive |  |  |  |  |  |  |  |
Investment / Financial |  |  |  |  |  |  |  |
Environmental, Social & Governance |  |  |  |  |  |  |  |
Legal |  |  |  |  |  |  |  |
Risk Oversight |  |  |  |  |  |  |  |
Cybersecurity |  |  |  |  |  |  |  |

Attendance: During 2023, each director attended 100% of the aggregate of the total meetings of the Board and of the committees of the Board on which such director served.

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Board Composition and Diversity

The following charts show the composition of the eight director nominees by age, tenure, gender and racial / ethnic diversity. More information about our process for evaluating the composition of the Board and the role of diversity in recommending candidates for a director position can be found on page 13.

* Of the four board members identifying as from traditionally underrepresented genders or racial/ethnic groups, there is no overlap across racial/ethnic and gender diversity.

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| Proposal 1: Election of Directors

Succession Planning, Board Refreshment and Diversity

The mix of skills, experiences, backgrounds, tenures and competencies, as well as the continuity of our Board, has been integral over time to the success of our Company. Our Nominating and Corporate Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. We believe a diverse group of directors can best perpetuate the success of the business and represent stockholder interests through the exercise of sound business judgment. The Nominating and Corporate Governance Committee, and any search firm it engages, will include women and racially/ethnically diverse candidates in all director candidate pools.

Over the past several years, the Board has refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix, diversity matrix and nominee biographies. The Board’s current succession plan reflects the same objectives.

Director Nominee Selection Process

The Nominating and Corporate Governance Committee is not limited to any specific process in identifying candidates and will consider candidates suggested by other members of the Board, as well as candidates recommended by stockholders. Such recommendations should include the name, address and other pertinent information about the candidate as is required to be included in the Company’s Proxy Statement. Recommendations should be submitted to the Secretary, Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. In addition, the Nominating and Corporate Governance Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling other duties.

The Nominating and Corporate Governance Committee takes into account many factors in recommending candidates for a director. As described in the Company’s Corporate Governance Guidelines and in the aforementioned Succession Planning, Board Refreshment and Diversity section, consideration is given to assuring that the Board of Directors, as a whole, considers diversity in its broadest sense, including persons diverse in geography, gender and ethnicity as well as representing diverse experiences, skills and backgrounds. The Nominating and Corporate Governance Committee, and any search firm it engages, will include women and racially/ethnically diverse candidates in all director candidate pools.

Additional factors include, but are not limited to:

• | knowledge of real estate;
• | the ability to make independent analytical inquiries;
• | general understanding of marketing, finance, accounting and other elements relevant to the success of a publicly traded company in today’s business environment;
• | understanding of the Company’s business on a technical level;
• | other board service; and
• | educational and professional background.

In addition, each candidate nominee must possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The Board of Directors and the Nominating and Corporate Governance Committee evaluate each individual candidate by considering all appropriate factors as a whole. The Company’s approach favors active deliberation rather than using rigid formulas to assign relative weights to these factors. Following the end of each fiscal year, the Nominating and Corporate Governance Committee establishes the criteria for and conducts an annual assessment of the performance of each member of the Board of Directors with respect to these factors. Consideration of other corporate governance principles or modifications of such principles may also be discussed at that time.

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Director Candidate Nominations through Proxy Access

Our Bylaws make proxy access available to our stockholders. Under this process, a stockholder or group of up to 20 stockholders who have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares of common stock continuously for at least three years may seek to include director nominees in our proxy materials for an annual meeting of stockholders. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of directors up for election. To be eligible to use proxy access, such stockholders must satisfy other eligibility, procedure and disclosure requirements set forth in our Bylaws.

Limits on Board Service

Service as a member of the Board is a significant commitment in terms of both time and responsibility. Accordingly, each director is encouraged to limit the number of other boards on which he or she serves so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of the Board of Directors. Service on other boards and/or committees should also be consistent with the Company’s conflict of interest policies and reviewed annually. Our Corporate Governance Guidelines provide for the following limitations:

Position | Maximum Number of Public Company Boards
Board Members | 4 other boards
Audit Committee Members | 2 other audit committees

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| Proposal 1: Election of Directors

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of our stockholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our Lead Independent Director and Chair of our Nominating and Corporate Governance Committee, is re-evaluated annually and is currently structured and carried out as follows:

Executive Sessions of Non-Management Directors

The non-management directors hold regularly scheduled executive sessions of the Board and its committees without senior management present. These executive sessions are chaired by the Lead Independent Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom are independent directors. The non-management directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2023.

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Information Regarding Nominees

The members of our Board of Directors provide a broad combination of experience and backgrounds that enable the Board to lead and advise the Company on its most crucial matters. Each of our directors has a distinguished record of leadership positions and decades of experience exercising responsible, prudent judgment in highly competitive businesses. We believe that each of our Board members offers comprehensive, strategic insights into the Company’s competitive position based on their individual backgrounds, which enables them to provide input on central issues of strategy and to oversee its execution by management. This includes directors with longstanding institutional experience with the Company and in the REIT, real estate and retail industries as well as directors who have joined our Board more recently and who bring new perspectives. The members of our Board individually have a proven record of collaboration in successfully implementing business practices, and the Board collectively represents a diversity of intellectual and experiential backgrounds, with complementary skills and professional training.

| Milton Cooper Co-Founder, Executive Chairman Age: 95 Director Since: 1991

Milton Cooper is the Executive Chairman of the Board of Directors of the Company. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. Mr. Cooper served as the Chairman of the Board of Directors and CEO of the Company from November 1991 to December 2009. In addition, Mr. Cooper was Director and President of the Company for more than five years prior to November 1991. In 1960, Mr. Cooper, along with a partner, founded the Company’s predecessor. Mr. Cooper led the Company through its initial public offering and growth over the past six decades. In addition, Mr. Cooper received a National Association of Real Estate Investment Trusts (“Nareit”) Industry Leadership Award for his significant and lasting contributions to the REIT industry. Mr. Cooper is also a Director at Getty Realty Corporation. Mr. Cooper holds degrees from City College in New York and Brooklyn Law School.

Key experience and qualifications to serve on the Board of Directors include:

• | Mr. Cooper co-founded the Company and helps maintain the Company’s continuing commitment to its core values of integrity, creativity, and stability. Mr. Cooper’s service on the Board of Directors allows the Company to preserve its distinctive culture and history.
• | Mr. Cooper’s reputation within the Nareit community and among the Company’s business partners contributes significantly to the Company’s continued leadership in the REIT industry.
• | Mr. Cooper’s ability to communicate, encourage and foster diverse discussions of the Company’s business, together with his six decades of executive leadership experience, make Mr. Cooper a highly effective Executive Chairman of the Board of Directors.

| Philip E. Coviello Director (Non-Management) Age: 80 Director Since: 2008

Philip E. Coviello has been a Director of the Company since May 2008. Mr. Coviello serves as a member of the Audit Committee, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Coviello was a partner at Latham & Watkins LLP, an international law firm, until his retirement from that firm in 2003. In addition, since 1996, Mr. Coviello has been a Director of Getty Realty Corporation, where he serves as Chair of the Audit Committee and is a member of its Compensation and Nominating/Corporate Governance Committees. Mr. Coviello holds an A.B. from Princeton University, an L.L.B. from the Columbia University School of Law and an M.B.A. from the Columbia University School of Business.

Key experience and qualifications to serve on the Board of Directors include:

• | Over 35 years of experience counseling boards of directors and senior management as a corporate lawyer on a wide range of corporate governance, regulatory compliance, real estate transactions and other issues that affect public companies.
• | Decades of experience as both issuers’ and underwriters’ counsel in capital markets and real estate activities, heavy involvement in the presentation and analysis of hundreds of audited financial statements, pro forma financial statements, and SEC filings, including representing the Company in its initial public offering.
• | Mr. Coviello’s contributions are bolstered by his service as Chair of the Audit Committee of Getty Realty Corporation.

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| Proposal 1: Election of Directors

| Conor C. Flynn Chief Executive Officer and Director Age: 43 Director Since: 2016

Conor C. Flynn has been the CEO of the Company since January 2016. Mr. Flynn joined the Company in 2003 as an asset manager and has held a variety of senior leadership roles with the organization including President, Chief Operating Officer, Chief Investment Officer and President, Western Region. Mr. Flynn holds a B.A. from Yale University and a Master’s in Real Estate Development from Columbia University. Mr. Flynn is a member and First Vice Chair of Nareit, serves as Chair of Nareit’s Investment Advisory Council, and is a founding member of Nareit’s Dividends Through Diversity, Equity & Inclusion CEO Council. He is also a member of Real Estate Roundtable and Urban Land Institute.

Key experience and qualifications to serve on the Board of Directors include:

• | Mr. Flynn’s leadership roles during his 19 years at the Company, including as President, Chief Operating Officer, Chief Investment Officer, President of the Western Region and as a member of the corporate leadership team and Investment Committee, provides Mr. Flynn with extensive knowledge and understanding of the Company and current industry and market trends.
• | Mr. Flynn’s role as Chief Executive Officer, together with his broad leadership experience and successful team-building efforts at the Company, provide unique insights into strategic and operational issues that the Company faces.
• | Mr. Flynn’s extensive operational background, together with his vision and demonstrated leadership results, aligns with the Company’s long-term objectives to adapt to the retail landscape of today through the redevelopment of assets to their highest and best use, in major metropolitan markets.

| Frank Lourenso Director (Non-Management) Age: 83 Director Since: 1991

Frank Lourenso has been a Director of the Company since December 1991. Mr. Lourenso serves as a member of the Executive Compensation Committee, the Audit Committee and Nominating and Corporate Governance Committee. Mr. Lourenso was an Executive Vice President of JPMorgan Chase & Co. (“J.P. Morgan” and successor by merger to The Chase Manhattan Bank and Chemical Bank, N.A.) from 1990 until his retirement in June 2013. Mr. Lourenso was a Senior Vice President of J.P. Morgan for more than five years prior to 1990. Mr. Lourenso holds a B.B.A. and an M.B.A. from Baruch College.

Key experience and qualifications to serve on the Board of Directors include:

• | Executive Vice President of J.P. Morgan, one of the world’s leading financial services firms with global scale and reach, bringing to the Board of Directors the perspective of a financial executive with exposure to a wide array of economic, social, and corporate governance issues.
• | Extensive experience with capital markets matters in the real estate industry and a key contributor to the Board of Directors’ strategic liquidity and capital discussions.
• | Expertise in management oversight and financial matters relating to complex global organizations.

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| Henry Moniz Director (Non-Management) Age: 59 Director Since: 2021

Henry Moniz has been a Director of the Company since January 2021. Mr. Moniz is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Moniz joined Meta Platforms, Inc. (formerly Facebook) as Chief Compliance Officer in February of 2021 and currently serves as the Chairman of the board of directors of Meta Payments, Inc. Prior to his move to Facebook, Mr. Moniz was the Executive Vice President and Chief Compliance Officer at Paramount Global (formerly ViacomCBS Inc.), where he also served as Chief Audit Executive. Mr. Moniz was at Paramount Global from 2004 - 2021, where he previously served as Chairman of the Privacy/IT Security Council; Vice President, Associate General Counsel; and Chairman of the Compliance Committee. Prior to joining Paramount Global, Mr. Moniz was a Partner at Bingham McCutchen (now part of Morgan Lewis), served as Minority Counsel to the U.S. House Judiciary Committee for the Impeachment Inquiry on President Clinton, and as a federal prosecutor in the Boston and Miami United States Attorney’s Offices for the U.S. Department of Justice. Mr. Moniz currently serves on the Advisory Board of the Center on the Legal Profession at Harvard Law School. Mr. Moniz previously served through January 2021 on the Advisory Board for Acritas, the legal market data firm that is now part of Thomson Reuters. He holds a J.D. from the University of Pennsylvania Law School and an A.B. from Bowdoin College.

Key experience and qualifications to serve on the Board of Directors include:

• | Over 30 years of experience counseling boards of directors and senior management on legal and regulatory compliance, ethics, corporate governance and enterprise risk management.
• | Extensive risk management experience on cybersecurity and information technology controls.
• | Broad legal expertise developed during his career as a federal prosecutor and Minority Counsel to the U.S. House Judiciary Committee, a partner at a major law firm and in-house roles at ViacomCBS and Facebook.

| Mary Hogan Preusse Lead Director (Non-Management) Chair of Nominating & Corporate Governance Committee Age: 55 Director Since: 2017

Mary Hogan Preusse has been a Director of the Company since February 2017. Ms. Hogan Preusse currently serves as the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Executive Compensation Committees. Ms. Hogan Preusse retired from APG Asset Management US Inc., a leading manager of pension assets, in May 2017. She joined APG’s predecessor in 2000 as a senior portfolio analyst and portfolio manager, and served from January 2008 to May 2017 as Managing Director and co-head of Americas Real Estate for APG Asset Management US Inc. She also served on the Executive Board of APG Asset Management US Inc. from 2008 until 2017. Prior to joining APG, Ms. Hogan Preusse spent eight years as a sell-side analyst covering the REIT sector and began her career at Merrill Lynch as an investment banking analyst. Ms. Hogan Preusse currently serves on the boards of directors of Digital Realty Trust, Inc., Host Hotels & Resorts, Inc. and Realty Income Corporation, and serves as a senior adviser to Fifth Wall Ventures Management LLC. She previously served on the board of directors of VEREIT, Inc. until its merger with Realty Income Corporation in November 2021. In 2015, she was the recipient of Nareit’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. She also serves on the Advisory Board of Governors for the Nareit Investment Advisory Council, and is a member of the Real Estate & Infrastructure Advisory Board for the Carey Business School at Johns Hopkins University. Ms. Hogan Preusse holds an A.B. in Mathematics from Bowdoin College in Brunswick, Maine and has served as a member of Bowdoin’s Board of Trustees since 2012.

Key experience and qualifications to serve on the Board of Directors include:

• | Significant experience in the REIT industry, including over 30 years of REIT financial statement analysis and underwriting and as a frequent panelist and speaker at industry conferences.
• | Experience managing all of APG’s public real estate investments in North and South America, with approximately $13 billion in assets under management at the time of her announced departure from APG.
• | Extensive experience interacting with management and directors of publicly-traded REITs to discuss matters of governance and compensation during her career in asset management.

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| Proposal 1: Election of Directors

| Valerie Richardson Director (Non-Management), Chair of the Executive Compensation Committee Age: 65 Director Since: 2018

Valerie Richardson has been a Director of the Company since June 2018. Ms. Richardson is currently the Chair of the Executive Compensation Committee and a member of the Audit and Nominating and Corporate Governance Committees. Ms. Richardson is the Chief Operating Officer of the International Council of Shopping Centers (“ICSC”), a position she has held since February 2021 and since January 2023 has served as a member of the board of directors of American Healthcare REIT, Inc. Ms. Richardson previously served as the Vice President of Real Estate for The Container Store, Inc. from September 2000 until February 2021. Prior to joining The Container Store in the fall of 2000, Ms. Richardson was Senior Vice President – Real Estate and Development for Ann Taylor, Inc., the specialty women’s apparel retailer, where she administered the company’s store expansion strategy for Ann Taylor and Ann Taylor Loft. Before Ann Taylor, Ms. Richardson was Vice President of Real Estate and Development of Barnes & Noble, Inc., the country’s largest bookselling retailer. Prior to Barnes & Noble, Ms. Richardson was a Partner in the Shopping Center Division of the Dallas-based developer, Trammell Crow Company. Since 2004, she has been a member of the Board of Trustees of ICSC. She was elected ICSC Chairman for the 2018-2019 term as the first Chairman associated with a retail company and ICSC Vice-Chairperson for the 2017-2018 term. Ms. Richardson previously served on the Board of the ICSC Foundation from 2011 to 2019. Ms. Richardson served as a Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016. Ms. Richardson holds an M.B.A. in Real Estate from the University of North Texas and a B.S. in Education from Texas State University.

Key experience and qualifications to serve on the Board of Directors include:

• | Over 35 years of experience in the retail industry in various executive positions provides familiarity and a broad understanding of the operation of retail shopping centers, retail operations and real estate strategy.
• | Involvement in and leadership of the ICSC, a 65,000+ member, professional trade association, provides experience and perspective on industry best practices and public and private retailer and real estate company performance both domestically and internationally.
• | Experience through service as a trustee and head of the Quality Committee at Baylor Scott & White Medical Center – Plano provides corporate governance knowledge and extensive time interfacing with management and directors.

| Richard B. Saltzman Director (Non-Management), Chair of Audit Committee Age: 67 Director Since: 2003

Richard B. Saltzman has been a Director of the Company since July 2003. Mr. Saltzman is the Chair of the Audit Committee and a member of the Executive Compensation and Nominating and Corporate Governance Committees. Mr. Saltzman currently serves, since March 2019, as Senior Advisor and Chairman of the Board of Managers at Ranger Global Real Estate Advisors, an independent SEC-registered investment advisor focused exclusively on the publicly traded global real estate universe. He also currently serves, since October 2019, as Senior Advisor at Peaceable Street Capital, a provider of participating preferred equity capital to income producing commercial real estate owners and operators. Mr. Saltzman also serves on the board of directors of Equiem Holdings Pty. Ltd. Mr. Saltzman previously served as the Chief Executive Officer and President of Colony Capital, Inc. (NYSE: CLNY) from 2015 to 2018. He also served as Chairman of the Board of NorthStar Realty Europe Corp. until August 2019 and Chairman of the Board of Colony Credit Real Estate, Inc., until May 2020. Prior to joining various predecessors of Colony Capital in 2003, Mr. Saltzman spent 24 years in the investment banking business, most recently as a Managing Director and Vice Chairman of Merrill Lynch’s investment banking division. Mr. Saltzman holds a B.A. from Swarthmore College and an M.S. from Carnegie Mellon University.

Key experience and qualifications to serve on the Board of Directors include:

• | More than 40 years of experience in real estate and financial services, including investing as a principal and as an investment manager, capital markets and investment banking.
• | Significant experience with REITs, including initial public offerings, other capital markets products and mergers and acquisitions.
• | More than 30 years of direct experience interacting in various capacities with the Company.

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Proposal 1: Election of Directors |

Compensation of Directors

Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

The non-management directors may be granted awards of deferred stock in lieu of directors’ fees under the Company’s 2020 Equity Participation Plan, as amended and/or restated from time to time (the “Equity Plan”). Unless otherwise provided by the Board, a grantee of deferred stock shall have no rights as a Company stockholder with respect to such deferred stock until such time as the common stock underlying the award has been issued.

Elements of 2023 Non-Employee Director Compensation |
Annual cash retainer for Board service | $60,000
Additional annual cash retainer for: |
Lead Independent Director | $50,000
Non-Chair Members of the: |
Audit Committee | $20,000
Executive Compensation Committee | $10,000
Nominating and Corporate Governance Committee | $6,000
Chair of the: |
Audit Committee | $45,000
Executive Compensation Committee | $35,000
Nominating and Corporate Governance Committee | $25,000
Restricted stock award (approximate grant value date) (1) | $175,000

(1) Restricted stock awards vest in 20% increments over a five-year period from the date of grant, subject to continued service. Beginning in 2024, non-employee directors may receive an award of LTIP Units (as defined below) in lieu of a restricted stock award.

Non-Management Director Compensation for 2023

The following table sets forth the compensation that each non-management director earned in the calendar year 2023.

Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($)
Philip E. Coviello | 121,000 | 175,086 | 296,086
Frank Lourenso | 108,500 | 175,086 | 283,586
Henry Moniz | 96,000 | 175,086 | 271,086
Mary Hogan Preusse | 165,000 | 175,086 | 340,086
Valerie Richardson | 108,500 | 175,086 | 283,586
Richard B. Saltzman | 96,000 | 175,086 | 271,086

(1) As of December 31, 2023, Messrs. Lourenso and Saltzman were entitled to 47,019 shares and 78,808 shares of deferred stock, respectively.

(2) Amounts reflect the dollar amount, without any reduction for risk of forfeiture, of the equity awards granted during the fiscal year ended December 31, 2023 based on the aggregate grant date fair value, calculated in accordance with the provision of FASB ASC 718. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10–K for the year ended December 31, 2023.

As of December 31, 2023, Messrs. Lourenso, Coviello, Saltzman and Ms. Hogan Preusse and Ms. Richardson each held 25,588 shares of restricted stock and Mr. Moniz held 19,886 shares of restricted stock.

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| Proposal 1: Election of Directors

Executive Officers

The executive officers of the Company serve in their respective capacities for approximately one-year terms and are subject to election by the Board of Directors, generally at the meeting of the Board following the Meeting.

Please see Proposal 1 – Election of Directors – Information Regarding Nominees starting on page 16, for information regarding Milton Cooper and Conor C. Flynn.

|  | Ross Cooper President and Chief Investment Officer | Age: 41 | Tenure: 2006
| Ross Cooper was appointed President and Chief Investment Officer in February 2017, and prior to that had served as Executive Vice President and Chief Investment Officer since May 2015, where he works closely with the Company’s Investment Committee, risk team, and regional leadership in overseeing development and implementation of the Company’s acquisition and disposition strategy. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions.
| Mr. Cooper joined the Company in 2006, and prior to his current role, he also served as Vice President of Acquisitions, Dispositions and Asset Management for the Southern Region from 2012 to 2014 and as Senior Vice President from 2014 to 2015. Ross Cooper holds a B.S. from the University of Michigan and a Master’s in Real Estate from New York University. Ross Cooper is the grandson of Milton Cooper, the Executive Chairman of the Company’s Board of Directors.
|  | Glenn Cohen Executive Vice President and Chief Financial Officer | Age: 60 | Tenure: 1995
| Glenn G. Cohen was appointed Executive Vice President and Chief Financial Officer of the Company in June 2010. Mr. Cohen served as Treasurer of the Company from 1997-2024. Mr. Cohen is a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. Mr. Cohen directs the Company’s financial and capital strategy and oversees the day-to-day accounting, financial reporting and planning, tax, and capital market activities. In addition, Mr. Cohen is responsible for the information technology activities of the Company. Mr. Cohen is an Independent Director for Piedmont Office Realty Trust, Inc. (NYSE: PDM), a real estate investment trust focused on the ownership and management of primarily Class A commercial office space. Mr. Cohen is Chairman of its Executive Compensation Committee and a member of its Audit Committee and Capital Committee. Mr. Cohen was an Independent Director for Quality Care Properties, Inc. (NYSE: QCP), one of the nation’s largest actively-managed real estate investment trusts, specializing in post acute/skilled nursing and managed care/assisted living properties. Mr. Cohen was a member of its Audit Committee. QCP was acquired by Welltower, Inc. (NYSE: WELL) in 2018.
| Prior to joining Kimco Realty Corporation in 1995 as Director of Accounting and Taxation, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Company, Chief Financial Officer for EMCO Sales and Service, L.P. and six years at the public accounting firm Coopers & Lybrand, LLP (predecessor to PricewaterhouseCoopers LLP), where he served as a manager in the audit group. Mr. Cohen received a Bachelor of Science degree in accounting from the State University of New York at Albany in 1985 and is a Certified Public Accountant. Mr. Cohen is a member of Nareit, International Council of Shopping Centers (ICSC), New York State Society of Certified Public Accountants (NYSSCPA) and the American Institute of CPAs (AICPA).
|  | David Jamieson Executive Vice President and Chief Operating Officer | Age: 43 | Tenure: 2007
| David Jamieson was appointed Executive Vice President and Chief Operating Officer in February 2017 and prior to that had served as Executive Vice President of Asset Management and Operations since 2015, where his role has been to identify, develop and implement opportunistic value creation strategies that optimize the Company’s portfolio performance, most notably by leading the Company’s redevelopment and emerging mixed-use platform. Mr. Jamieson is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. He is also instrumental in shaping the Company’s ESG strategy with a core focus on long-term sustainability objectives. Previously, he also served as Vice President of Asset Management and Leasing for the Western Region from 2012 to 2015 and as Director of Real Estate for the Western Region from 2009 to 2011. Mr. Jamieson holds a B.S. from Boston College and an M.B.A. from Babson College.

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Proposal 2: Advisory Resolution to Approve Executive Compensation |

Proposal 2: Advisory Resolution to Approve Executive Compensation

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we are providing our stockholders with a vote for the approval, on a non-binding, advisory basis, of the Company’s executive compensation, as disclosed in this Proxy Statement. Our Board of Directors is committed to corporate governance best practices and recognizes the substantial interests that stockholders have in executive compensation matters. The Executive Compensation Committee of our Board of Directors has designed our executive compensation programs to achieve the following key objectives:

Objective | How our compensation programs reflect this objective
Achieve long-term Company performance | •Align executive compensation with the Company’s and the individual’s performance •Make a substantial portion of total compensation variable with performance
Align executives’ and stockholders’ interests | •Provide executives with the opportunity to participate in the ownership of the Company •Reward executives for long-term growth in the value of our stock •Link executive pay to specific, measurable results intended to create value for stockholders
Motivate executives to achieve key performance goals | •Compensate executives with performance-based awards that depend upon the achievement of established corporate targets •Reward executives for individual contributions to the Company’s achievement of Company-wide performance measures
Attract and retain a talented executive team | •Utilize an independent compensation consultant and market survey data to understand pay relative to peer companies

We encourage stockholders to review the Compensation Discussion and Analysis section beginning on page 23 of this Proxy Statement, which describes in detail our executive compensation philosophy and the design of our executive compensation programs. Our Board of Directors believes the Company’s executive compensation programs are effective in creating value for our stockholders and moving the Company towards realizing its long-term goals.

The Company has historically determined to hold a Say-on-Pay advisory vote every year, and we expect that the next Say-on-Pay advisory vote will occur at the 2025 Annual Meeting of Stockholders. In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve the compensation of our NEOs by casting a vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table for 2023 and the other related tables and narrative disclosure.”

The vote sought by this proposal is advisory and not binding on the Company, the Board of Directors or the Executive Compensation Committee. Although the vote is advisory and non-binding, the Company, the Board of Directors and the Executive Compensation Committee value the input of the Company’s stockholders, and the Executive Compensation Committee will consider the outcome of the vote when making future executive compensation determinations.

Vote Required

The vote required for the advisory resolution to approve the Company’s executive compensation is the affirmative vote of a majority of the votes cast on the proposal. For purposes of this advisory resolution, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

The Board unanimously recommends that you vote “for” the advisory resolution to approve the Company’s executive compensation.

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| Compensation Discussion & Analysis

Compensation Discussion & Analysis

Named Executive Officers

Our Compensation Discussion & Analysis (“CD&A”) describes Kimco’s 2023 executive compensation program for its named executive officers, or NEOs, listed below:

• | Milton Cooper, Executive Chairman of the Board of Directors
• | Conor C. Flynn, Chief Executive Officer
• | Ross Cooper, President and Chief Investment Officer
• | Glenn G. Cohen, Executive Vice President and Chief Financial Officer
• | David Jamieson, Executive Vice President and Chief Operating Officer

Our Compensation Philosophy

Our compensation program is designed to attract, motivate and retain executives who are capable of leading our Company to achievement of our key strategic goals, to be competitive with comparable employers and to align the interests of management with those of our stockholders. We pay our NEOs primarily using salary, annual cash-based incentives and equity awards.

We continually seek to refine our executive compensation programs and policies consistent with evolving best governance practices in our industry and our Company’s business strategy. We believe that compensation actually received by our executives reflects our goal to align the interests of management with those of stockholders. The following highlights reflect our commitment to pay for performance and maintain a strong executive compensation governance framework.

Oversight of Compensation

Our Board of Directors has an Executive Compensation Committee (the “Committee” or the “Executive Compensation Committee”) that administers and monitors what and how we pay our NEOs and other executives. The Committee held five meetings in 2023.

The Committee is currently comprised of Valerie Richardson (Chair), Frank Lourenso, Philip E. Coviello, Henry Moniz, Mary Hogan Preusse and Richard B. Saltzman. The committee routinely consults with its independent compensation consultant and other advisors in making its decisions, as it deems appropriate. The committee is comprised entirely of independent directors as defined by the NYSE Listed Company Manual.

The Committee’s compensation decisions in 2023 emphasized rewarding corporate and financial performance and individual performance, commensurate with an exceptional year of strong performance across the portfolio while executing on our strategy to be the premier owner and operator of open-air, grocery-anchored shopping centers, and to have a growing portfolio of mixed-use assets, in the U.S.

Executive Compensation Highlights
WHAT WE DO
• | Align pay with performance
• | Deliver a substantial portion of the value of equity awards in performance shares
• | Include ESG metrics in our annual incentive program
• | Review and approve our annual and long-term incentive plan awards
• | Pay dividends earned on performance shares only after the performance shares are earned and vested
• | Review our peer group annually
• | Use an independent compensation consultant
• | Have severance arrangements but not employment agreements
• | Have a compensation clawback policy
• | Maintain a 100% independent Executive Compensation Committee
• | Conduct annual assessments of compensation at risk
WHAT WE DO NOT DO
• | Provide payment gross-ups for taxes
• | Provide compensation or incentives that encourage unreasonable risk-taking

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Compensation Discussion & Analysis |

2023 Say on Pay Results and Stockholder Engagement

At our 2023 Annual Meeting of Stockholders, we provided our stockholders with the opportunity to vote on an advisory resolution to approve executive compensation, and in future years, we expect such advisory vote will occur annually. Approximately 96% of the votes cast (excluding abstentions and broker non-votes) on the 2023 Say-on-Pay vote were voted in favor of the proposal.

We have considered the results of the 2023 vote and believe the support of our stockholders for that proposal indicates that our stockholders are supportive of our approach to executive compensation, including the ratio of performance-based compensation to all other compensation, the ratio of performance-based equity compensation to time-based equity compensation, and the integrity of our peer group. In the future, we will continue to consider the outcome of our Say- on-Pay votes when making compensation decisions regarding our NEOs.

Historical Say on Pay Votes

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| Compensation Discussion & Analysis

Comparison to Competitive Market

The Executive Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. However, NEO compensation is not a direct function of market pay levels. Instead, the Executive Compensation Committee uses market data to help confirm that its NEO pay practices are reasonable. For 2023, the following peer group, which is used to benchmark pay practices and with whom we compete for talent, was reviewed. Duke was removed from the peer group due to its acquisition by Prologis, and W.P. Carey was added as a comparable peer based on revenue and market capitalization metrics.

Our senior management team proposed the peer group of companies, which was reviewed and approved by the Executive Compensation Committee and independently reviewed by Pay Governance. Pay Governance reports directly to the Executive Compensation Committee and, in 2023, provided no services to the Company other than executive compensation consulting services. The Executive Compensation Committee reviews compensation data specific to the individual constituents of each peer company as provided in the respective annual proxy statements.

The survey sources utilized by the Executive Compensation Committee in reviewing executive compensation provide aggregate data, and the Executive Compensation Committee is not provided with compensation data specific to any individual constituent company in the surveys, other than any overlap between the survey constituent companies and our peer group discussed above.

Peer Company | Reviewed in 2022 for Setting 2023 Compensation | Reviewed in 2023 for Setting 2024 Compensation
AvalonBay Communities Inc. | a | a
Boston Properties Inc. | a | a
Brixmor Property Group | a | a
Equity Residential | a | a
Federal Realty Investment Trust | a | a
Healthpeak Properties | a | a
Kite Realty Group | a | a
Kilroy Realty Corp. | a | a
Public Storage | a | a
Realty Income Corp. | a | a
Regency Centers Corp. | a | a
Site Centers | a | a
SL Green Realty Corp. | a | a
The Macerich Company | a | a
Urban Edge Properties | a | a
Vornado Realty Trust | a | a
W.P. Carey | a | a

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Compensation Discussion & Analysis |

Elements of Our Executive Compensation Program

Our executive compensation program provides pay-for-performance compensation that we believe is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately motivate our key employees who drive long-term value creation.

Adjusted FFO, Recurring EBITDA including the pro-rata share of joint ventures (“Recurring EBITDA”), and Leverage, defined as consolidated debt plus the pro-rata share of joint venture debt divided by the total gross consolidated assets and the pro-rata share of joint venture gross assets, are the Company-defined financial metrics used in our annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are aligned. The Committee also assesses each NEO’s individual contributions to the Company’s performance in determining awards under our annual incentive program.

The primary components of our executive compensation program, for purposes of establishing 2023 targeted pay, were:

Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 2023 was performance-based, commensurate with business results, and “at risk” unless such business results were achieved, as illustrated below.

* Amounts are based on the Summary Compensation Table for 2023 on page 35, excluding the portion of Mr. Milton Cooper’s 2022 bonus that was awarded in 2023 in the form of a stock award as well as the special equity awards that Messrs. Ross Cooper and Jamieson received in 2023.

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| Compensation Discussion & Analysis

Base Salary

In reviewing our NEOs’ base salaries, the Executive Compensation Committee considers each NEO’s scope of responsibilities, individual qualifications and experience, future potential, past performance and the practices of our peer group, without applying a quantitative formula. We did not seek a specific target within our peer group. Base salary increases, if any, are effective January 1 and are approved by the Board of Directors and the Committee. No formulaic base salary increases are provided to the NEOs, and other forms of compensation are generally used to reward overall Company performance or exceptional performance of a particular NEO. The annual base salaries for our NEOs for 2023 were unchanged from their 2022 annual base salaries.

Annual Incentive Plan

Under our executive compensation program, each of the NEOs was eligible to receive an annual cash bonus for 2023 based on the Company’s corporate / financial performance compared to targets, ESG progress towards goals and the NEO’s individual performance against specific quantitative and qualitative goals as further discussed starting on page 28. For 2023, each NEO’s annual bonus opportunity for the performance year was 60% based on the Company’s corporate / financial performance compared to targets as measured by the Company’s (1) Adjusted FFO per diluted share compared to Target FFO, (2) Recurring EBITDA compared to Target EBITDA and (3) Leverage compared to Target Leverage; 30% based on individual NEO performance against specific quantitative and qualitative goals and as evaluated by the Executive Compensation Committee, and 10% based on the achievement of certain ESG initiatives. We calculate Recurring EBITDA starting with the calculation of EBITDA described in Annex A on page 56 and excluding the effects of certain transactional income and expenses.

The table below shows the percentage of the 2023 Total Annual Target Bonus that each of our NEOs would receive based on achievement of specified levels for corporate / financial performance, individual performance and achievement of certain ESG initiatives.

Performance Criteria |  |  | Annual Incentive Component Earned as Percent of the 2023 Total Annual Target Bonus(1)
|  |  | Threshold | Target | Exceed Target | Maximum
Corporate / Financial Performance | Company’s Target Measures | 2023 Actual Performance | (achieved if 50% of target measures are attained) | (achieved if 100% of target measures are attained) | (achieved if 150% of target measures are attained) | (achieved if 200% of target measures are attained)
• Adjusted FFO, per diluted share | >$1.56 | $1.57 | 18.0% | 36.0% | 54.0% | 72.0%
• Recurring EBITDA | >$1,278.0M | $1,291.9M | 6.0% | 12.0% | 18.0% | 24.0%
• Leverage | <35.4% | 34.8% | 6.0% | 12.0% | 18.0% | 24.0%
Individual Performance •Evaluation of individual NEO performance by the Executive Compensation Committee against specific quantitative and qualitative goals approved by the Board |  |  | 7.5% | 30.0% | 45.0% | 60.0%
ESG Performance • Evaluation against specific ESG goals |  |  | 2.5% | 10.0% | 15.0% | 20.0%
Total 2023 Annual Bonus Payable |  |  | 40.0% | 100.0% | 150.0% | 200.0%

(1) The annual bonus is linearly interpolated between the specified performance levels.

In establishing the target bonuses, we considered the responsibilities of each NEO, Mr. Flynn’s recommendations (other than with respect to his own target bonus) and the peer group practices discussed in “Comparison to Competitive Market.” The Committee awarded 2023 bonuses based on the following analysis of our corporate / financial performance, each applicable NEO’s individual performance and the achievement of certain ESG initiatives.

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Compensation Discussion & Analysis |

Corporate / Financial Performance

In 2023, the corporate / financial incentive was based upon the percentage weighting of 60% Adjusted FFO, per diluted share, 20% Recurring EBITDA, and 20% Leverage. For 2023, the Company’s Target Adjusted FFO was $1.56 on a diluted per share basis, Target Recurring EBITDA was $1,278.0 million and Target Leverage was 35.4%. After the Executive Compensation Committee considered the Company’s actual 2023 Adjusted FFO of $1.57 per diluted share, Recurring EBITDA of $1,291.9 million and Leverage of 34.8%, the payout for the corporate financial incentive was based on the Company exceeding Target Adjusted FFO by 0.64%, exceeding Target Recurring EBITDA by 1.09% and exceeding Target Leverage by 0.57%. Interpolating linearly between target and attained performance levels for each of the three financial measures resulted in a payout for the corporate / financial incentive of 82.39% of each applicable NEO’s total annual target bonus, which is 137.32% of each applicable NEO’s 2023 target corporate / financial performance bonus of 60%.

Individual Performance

The Executive Compensation Committee considers each NEO’s overall performance in determining the individual performance component of each NEO’s annual bonus. For the NEOs other than the CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance and his recommendations for the individual performance bonuses.

The Committee awarded each of Messrs. Milton Cooper, Ross Cooper, Cohen and Jamieson bonuses for calendar year 2023 based on recommendations made by Mr. Flynn and the Committee’s assessment of their 2023 performance compared to specific quantitative and qualitative goals. The Committee awarded Mr. Flynn’s bonus for calendar year 2023 based on the Committee’s review of Mr. Flynn’s 2023 performance.

The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to their individual component was based on the Committee’s quantitative and qualitative assessment of each individual’s contributions to the Company’s performance in 2023 in their respective job functions. The material components of such contributions include but are not limited to:

Milton Cooper | •Served as a steady hand for the executive team with his experience navigating through inflationary periods with rapidly rising interest rates and the challenging macroeconomic environment of 2023. •Maintained an integral role in the Company’s relationship with Albertsons Companies, Inc. (NYSE: ACI) which resulted in the receipt of a $194.1 million special dividend as well as the decision to monetize 14.1 million shares of the ACI investment, generating proceeds of $282.3 million in 2023. At year end, Kimco owned 14.2 million shares of ACI, which it subsequently sold in January 2024 resulting in an additional $299.1 million of net proceeds. •Participated as an active voting member of the Company’s Investment Committee which approved the strategic acquisition of the remaining 85% interest in three grocery-anchored shopping centers for $127.5 million as well as the $172.5 million purchase of Stonebridge at Potomac Town Center, a dominant, 504,000-square-foot Wegmans grocery-anchored asset in the Washington D.C. suburbs of Virginia. •Provided guidance and counseling in evaluating potential industry consolidation opportunities, including the RPT acquisition.
Conor C. Flynn | •Guided the Company during a challenging year of rapidly rising interest rates, to achieve historic leasing and occupancy levels. This included increasing the overall pro-rata portfolio occupancy to 96.2% with pro-rata occupancy for anchors at 98.0% and small shop tenants at 91.7%, marking an all-time record for Kimco. •Delivered net income (“Net income”) and FFO available to the Company’s common shareholders of $1.02 and $1.57 per diluted share, respectively. Included in Net Income is the benefit from ACI of the special dividend of $194.1 million and $282.3 million in proceeds from the sale of stock, which contributed to the $2.8 billion of immediate liquidity at year end. •Shepherded the Company in the accretive acquisition of RPT Realty in a leverage neutral manner helping to preserve a strong balance sheet, financial flexibility and ample liquidity to continue to take advantage of accretive future opportunities to further enhance stockholder value. •Championed the Company-wide process for adoption of generative AI tools, expected to benefit multiple departments by expediting data insight extraction, which informs decision-making and enhances financial efficiencies. •Continued to be a steward of the Company’s culture, advanced Kimco’s programs, and achieved recognition such as Great Place to Work’s 2023 Best Places to Work in Real Estate, Nareit’s Leader in the Light award, and a top score on the Human Rights Campaign 2023-2024 Corporate Equality Index.
Ross Cooper | •Navigated the Company through a muted transaction environment, stemming from the rapid increase in interest rates, to successfully purchase the remaining 85% interest in three grocery-anchored shopping centers for $127.5 million as well as the $172.5 million purchase of Stonebridge at Potomac Town Center, a new Signature Series asset anchored by a Wegmans grocer. •Facilitated the deployment of capital in a constrained transaction environment through the Company’s Structured Investment Program. •Spearheaded the $2.2 billion acquisition of RPT Realty, which included 56 properties, 43 of which were wholly owned, totaling 13.3 million square feet. •Diligently identified properties that posed risks and fell outside the Company’s long-term hold criteria, including several legacy RPT properties, ahead of closing the RPT acquisition, expediting the sales process. Additionally, in 2023, Kimco and its partner divested three underperforming joint venture properties.
Glenn G. Cohen | •Continued efforts to strengthen the balance sheet and liquidity position by maintaining $2.8 billion of immediate liquidity through the successful completion of a new $2.0 billion revolving credit facility and $783.8 million of cash on hand at year end. •Reduced Consolidated Net Debt to EBITDA leverage ratio to 5.6x at year end compared to 6.1x at year end 2022. •Reduced certain capital market risks by prefunding approximately $650 million of unsecured notes due in the first quarter of 2024 with the issuance of $500 million of 6.400% unsecured notes in October. The new notes mature in March 2034. •Grew the dividend available to common stockholders by 21% during the year while ensuring the Company maintained REIT distribution compliance as well as a 65% Adjusted FFO payout ratio. •Generated over $400 million of cash flow from operating activities after the payment of dividends. •Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively. •Completed implementation of the MRI Leverton AI platform enhancing the ability to collect, process and organize lease information.
David Jamieson | •Led the strategic initiatives that produced historic leasing and occupancy levels. This included signing 12.0 million square feet of new leases, renewals and options, exceeding historical averages, with comparable cash rent spreads of 11.0% as well as increasing overall pro-rata portfolio occupancy to 96.2% at year end, which is 50 basis points higher than the prior year level. •Drove year end pro-rata anchor occupancy to 98.0% which included releasing 21 former Bed Bath & Beyond spaces with new pro-rata rents on comparable spaces that were 43% higher. Grew pro-rata small shop occupancy to 91.7%, which is an all-time record for Kimco and up 170 basis points from the prior year. •Generated same property net operating income above expectations. •Oversaw the completion of 14 retail redevelopment projects and 12 anchor space repositionings in 2023 that generated over a 13% blended return, and finalized the completion and stabilization of The Milton, a 250-unit multifamily project several months ahead of schedule. •Achieved entitlements for 1,146 new residential units during 2023. This brings the total number of entitled multifamily units (including those being built or completed) to 9,945 nearing the Company toward its 2025 strategic target of 12,000 units by the end of 2025.

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| Compensation Discussion & Analysis

2023 ESG Performance Contributions

The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to the attainment of ESG objectives was based on the Committee’s quantitative and qualitative assessment of the achievement of these objectives, and each individual’s contributions towards those objectives in 2023.

ESG Pillars | 2023 Goals | 2023 Achievements
Communicate Openly with Our Stakeholders | Continue to engage with key stakeholders, align with leading disclosure standards, and maintain top tier ESG rankings/memberships | •Achieved/Maintained top tier ESG rankings, including but not limited to Nareit Leader in the Light, GRESB (“A”, ranked #1 in peer group), DJSI North America 2023, FTSE4Good, and ISS (upgraded to “Prime” rating) •Engaged 1-on-1 with Investors on ESG topics, including Vanguard, Macquire, Schroeders, Robeco, and Vert AM
Embrace The Future of Retail | Continue progress toward installing Curbside Pickup, entitling residential units, and establishing low-carbon transportation infrastructure | •Exceeded our 2030 common area activation goal, establishing dedicated space for the activation of outside common areas at more than 20% of properties •Completed Curbside Pickup® installations at 370+ properties representing 100% of eligible properties •Established low-carbon transportation infrastructure at 22% of properties, including EV installations
Engage Our Tenants & Communities | Fulfill giving and small business support $1M annual goal; Engage annually with retailers representing at least 30% of Kimco’s total annualized base rent (ABR) | •Exceeded our 2023 giving goal of $1 million to non-profit organizations and small businesses through programming, donations, volunteering, and in-kind giving •Completed 160+ portfolio reviews with retailer partners in 2023, expanding conversations beyond leasing to include ESG collaboration
Lead In Operations & Resiliency | Continue progress toward the reduction of Scope 1 & 2 emissions by 30% from 2018 to 2030 | •Remained on track with Scope 1 & 2 GHG emission reductions, achieving 13.1% reduction since 2018 baseline •Deployed $373.8M of capital towards $500M green bond, as of June 2023 •Exceeded our 2025 common area water efficiency goal, reducing common area water usage by more than 20% since 2020
Foster An Engaged, Inclusive & Ethical Team | Take steps to increase the proportion of diverse employees in management to 60% by 2030 | •Diversity in management represents 60.1% •Re-certified as a Great Place to Work® for the 6th year in a row and named One of the 2023 Best Workplaces in Real Estate™ •Received maximum score on the Corporate Equality Index – recognized as Best Place to Work for LGBTQ+

The Committee believes ESG performance is important to the Company’s long-term value and performance. Kimco is an equal opportunity employer, committed to not making employment (including hiring, promotion, and compensation) or contracting decisions on the basis of any legally protected characteristic. Accordingly, the Committee aims to only reward legally compliant means of achieving these goals, and our ESG goals, including DEI goals, and steps taken towards achieving them, are assessed through a legal compliance lens.

Annual Incentive Plan – 2023 Results Vs. Incentive Plan Goals

2023 Annual Incentive Plan Bonuses

Performance Metric | Actual Performance | Resulting Multiple of Target Earned
Adjusted FFO, per diluted share | $1.57 | 125%
Recurring EBITDA | $1,291.9M | 136.6%
Leverage | 34.8% | 175%
Corporate Responsibility (ESG) | Achieved | 200%
Quantitative and Qualitative Assessment | Assessed | 200%

Name | Adjusted FFO, per diluted share | Recurring EBITDA | Leverage | Corporate Responsibility (ESG) | Quantitative and Qualitative Assessment | Total Annual Cash Incentive Earned for 2023(1)
Milton Cooper(2) | $420,200 | $140,066 | $140,066 | $170,000 | $510,000 | $1,380,332
Conor C. Flynn | $889,834 | $296,611 | $296,611 | $360,000 | $1,080,000 | $2,923,056
Ross Cooper | $358,406 | $119,468 | $119,468 | $145,000 | $435,000 | $1,177,342
Glenn G. Cohen | $346,046 | $115,349 | $115,349 | $140,000 | $420,000 | $1,136,744
David Jamieson | $346,046 | $115,349 | $115,349 | $140,000 | $420,000 | $1,136,744

(1) NEOs may elect to receive Restricted Stock under the Company’s Equity Plan in lieu of some or all of their annual cash bonus for calendar year 2023. The number of shares of Restricted Stock will be determined by (i) multiplying 120%, by the applicable bonus amount (or portion thereof) and (ii) dividing the product by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on February 14, 2024, with the result rounded to the nearest ten shares. The NEO may elect a five-year ratable vesting or a five-year cliff vesting schedule.

(2) Mr. Milton Cooper elected to be paid his 2023 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of the Company’s common stock on the date immediately preceding the date of grant and was awarded 85,070 shares on February 15, 2024 that vest on February 13, 2029, subject to continued employment with the Company on the applicable vesting date.

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Compensation Discussion & Analysis |

2023 Compensation Awarded

The table below summarizes the total compensation awarded to each NEO (see pages 23 through 44 of this Proxy Statement for further detail) with respect to 2023.

Name | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($)
Milton Cooper | 750,000 | 2,827,704 | 1,380,332 | 3,759 | 4,961,795
Conor C. Flynn | 1,000,000 | 10,001,802 | 2,923,056 | 26,336 | 13,951,194
Ross Cooper | 700,000 | 4,000,703 | 1,177,342 | 25,838 | 5,903,883
Glenn G. Cohen | 675,000 | 3,000,668 | 1,136,744 | 24,197 | 4,836,609
David Jamieson | 675,000 | 4,000,703 | 1,136,744 | 13,899 | 5,826,346

Long-Term Incentive Plan Overview

The Company maintains a long-term incentive plan pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The Executive Compensation Committee used its business judgment, after reviewing various peer compensation data, to determine appropriate equity compensation in order to recognize the potential of our executive officers for our business and retain our executive officers for the long term.

2023 Long-Term Incentive Weighting at Target*

Long-Term Incentive Component | NEOs’ Weight at Target
Time-based Restricted Shares | 33%
Performance Shares: 2023-2025 Relative TSR | 67%

* Excludes shares granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards

In 2021, each of the NEOs was granted performance shares that permitted them to earn vested shares of common stock based on the Company’s total stockholder return (“TSR”) compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of grant. The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2021 was $1,203,334 and $4,297,194, respectively, and for Messrs. Ross Cooper, Cohen and Jamieson was $1,332,139 each calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures.

The Monte Carlo method is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award – in this case, the Company’s TSR over the applicable performance period and the TSR of the companies in the Bloomberg REIT Shopping Center Index. The Company’s TSR for the 2021-2023 performance period was in the 80.6% percentile of the peer group. In making this determination, the Executive Compensation Committee removed Urstadt Biddle Properties Inc. from the peer group because they ceased to be publicly traded, and also removed RPT, because the Executive Compensation Committee determined that it was no longer suitable for inclusion because an acquisition was announced during the performance period. Because this was above the target level of the award but below the maximum level, 177.9% of the shares were issued in respect of the 2021 performance share awards and each of the NEOs realized a value in respect of these awards.

Long-Term Incentives — Time-based Restricted Shares

Approximately 33% of the value of the equity awards granted in 2023 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding the grant that Mr. Cooper received in respect of his bonus and the special grants awarded to Messrs. Ross Cooper and Jamieson), at the election of the NEO, either in 20% increments on each of the first, second, third, fourth and fifth anniversaries of February 13, 2023, or in a single installment on February 13, 2028.

The Executive Compensation Committee, recognizing the current and future criticality of executing on Kimco’s 2025 strategy and the importance of key contributor retention, determined that Messrs. Ross Cooper and Jamieson warranted a special retention award. Additional details on the overall performance in 2023 of Messrs. Ross Cooper and Jamieson are found in the Individual Performance section beginning on page 28.

For 2023, the time-vesting awards were granted under the Equity Plan. The actual time-vesting awards granted in 2023 are set out in the “Grants of Plan-Based Awards for 2023” table on page 37.

In 2023, we also issued Mr. Milton Cooper 92,180 shares of restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the day before the grant date equal to 120% of his bonus award. These restricted shares are scheduled to vest in a single installment on February 13, 2028. These restricted shares also entitle him to receive dividends associated with the underlying shares.

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Long-Term Incentives — Performance Shares

Approximately 67% of the value of the equity awards granted in 2023 (excluding the award granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards) to the NEOs was awarded in the form of performance shares. The performance shares granted in 2023 permit the NEOs to earn vested shares of common stock based on the Company’s TSR compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of the grant. The performance shares granted in 2023 also include the right to receive, if and when the underlying shares are earned, the equivalent value (paid in shares without interest) of dividends declared on the earned shares following issuance of the performance shares and before issuance of any earned stock. The 2023 performance shares provide a target number of shares that may be earned in the performance period if the Company’s TSR for the period equals the 50th percentile of its peers listed in the Bloomberg REIT Shopping Center Index. The number of performance shares actually earned for the performance period may range between a threshold of 50% of the target number of shares if the Company’s TSR for the period is at least in the 25th percentile of its peers listed in the Bloomberg REIT Shopping Center Index and a maximum of 200% of the target number of shares for the period if the Company’s TSR for the period equals or exceeds the 85th percentile of its peers listed in the Bloomberg REIT Shopping Center Index.

Linear interpolation is used to determine the shares earned for the performance period if the Company’s total stockholder return falls between the specified percentile levels. If the Company’s TSR for the performance period is less than the threshold level, no performance shares are earned or issued for the period.

Companies listed in the Bloomberg REIT Shopping Center Index on January 1st of each calendar year (excluding the Company) are the peer group used to determine relative TSR and the number of shares of stock earned with respect to each performance period beginning on January 1, 2023. If a constituent company in the peer group ceases to be actively traded, due, for example, to merger or bankruptcy or the Executive Compensation Committee otherwise reasonably determines that it is no longer suitable, then such company shall be removed from the peer group.

Peer Company | Bloomberg REIT Shopping Center Index as of 1/1/2023 | Bloomberg REIT Shopping Center Index as of 1/1/2024
Acadia Realty Trust | a | a
Alexander’s Inc. | a | a
Brixmor Property Group, Inc. | a | a
Federal Realty Investment Trust | a | a
Kite Realty Group Trust | a | a
Phillips Edison | a | a
RPT Realty | a |
Regency Centers Corp. | a | a
Retail Opportunity Investment Corp. | a | a
Saul Centers Inc. | a | a
Site Centers Corp. | a | a
Urban Edge Properties | a | a
Urstadt Biddle Properties Inc. (UBA) | a |
Whitestone REIT | a | a

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Compensation Discussion & Analysis |

Additional Compensation Considerations

Long-Term Incentives – Equity Awards

The Executive Compensation Committee may accelerate equity vesting upon an NEO’s termination at its discretion, including upon a qualifying retirement from the Company. We do not maintain special pension plans for our NEOs because we believe the accelerated vesting of certain equity awards in connection with retirement should offset the lack of such plans, though we generally retain discretion on whether or not to accelerate equity awards in connection with retirement.

If an NEO holding time-based restricted stock is terminated prior to vesting as a result of his death or disability or, with the consent of the Executive Compensation Committee, due to his retirement, or (for participants in the Executive Severance Plan) is terminated by the Company without cause, the employee would generally vest in the unvested stock. Prior to vesting, recipients of restricted stock may vote the shares and also receive dividends. Additionally, upon a qualifying termination of employment, a participant may remain eligible to receive payment for outstanding performance shares upon the achievement of the applicable performance goals and without regard to any continued employment condition.

Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement

On March 15, 2010, the Executive Compensation Committee adopted the Kimco Realty Corporation Executive Severance Plan (as amended from time to time, the “Executive Severance Plan”), pursuant to which certain of our NEOs are eligible for severance payments if the covered executive’s employment is terminated by the Company without “Cause” or, following a change in control, by the executive for “Good Reason” (each as defined in the Executive Severance Plan), subject in all cases to the terms and conditions described in the Executive Severance Plan. Upon a covered termination of employment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the amount of the participant’s annual bonus received in the prior year, payable in equal installments over the two years following the termination or in a lump sum if the termination occurs within two years following a change in control.

The participant will also receive a payment equivalent to 18 months of premium payments for continued participation in the Company’s health insurance plans or successor plans (running concurrently with the COBRA period) and accelerated vesting of all unvested annual stock options and restricted stock awards, with the exception of extraordinary awards. In certain circumstances, if a participant would otherwise have incurred excise taxes under Section 4999 of the Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “safe harbor amount,” such that no such excise taxes would be due. The Executive Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant. Mr. Milton Cooper did not participate in the Company’s Executive Severance Plan for 2023.

Retirement Plans

We maintain a 401(k)-retirement plan (the “401(k) Plan”), details below. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits or any nonqualified deferred compensation to its NEOs or employees.

Available to | •Substantially all employees, including our NEOs
Benefits include | •Participants defer up to a maximum of 100% of their eligible compensation, up to the federal limit •The Company currently makes matching contributions on a dollar-for-dollar basis to all employees who have completed one year of employment with the Company, of up to 5% of the employee’s eligible compensation (and subject to a maximum of $8,500 for highly compensated employees).
Tax impact | •Participants in the 401(k) Plan are not subject to federal and state income tax on salary deferral contributions or Company contributions or on the earnings thereon until such amounts are withdrawn from the 401(k) Plan. •Salary reduction contributions are treated as wages subject to FICA and Medicare tax. •Roth 401(k) feature, which enables participants to defer some or all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most state) distributions on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free distributions if the Roth account has been in place for 5 years and the participant has attained age 59½.
Restrictions | •Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection with certain provisions of the 401(k) Plan that permit hardship withdrawals, allow in-service distributions and loans, or require minimum distributions.

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Tax and Accounting Considerations

The recognition or deferral of period expense in our financial statements did not factor into the allocation of compensation among base salary, bonus and equity awards for 2023. Cash salary and bonuses are charged as an expense in the period in which the amounts are earned by the NEO. Certain provisions of the Internal Revenue Code may affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately equal to three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The Committee takes into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive officer and certain other executive officers. The Committee has not adopted a policy requiring all executive compensation to be fully deductible and has authorized compensation payments that may be subject to the Section 162(m) limitation.

Perquisites

We offered or provided the following material perquisites to our NEOs in 2023:

• | We provided Mr. Milton Cooper with the use of a car and driver to travel for Company business and Messrs. Flynn and Jamieson with the use of a car to conduct their duties as executive officers of the Company. Other employees may use these vehicles for Company business when not in use by an NEO. In 2023, Messrs. Milton Cooper, Flynn, and Jamieson were allowed to use the car without a driver for personal use. In 2023, Messrs. Cohen and Ross Cooper received car allowances in the amounts of $10,920 and $12,250, respectively.
• | We provide all of our NEOs a limited long-term care benefit of $3,500 per month as part of a group policy. These individuals may elect to purchase additional long-term care insurance at their own cost.

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Executive Compensation Committee Report |

Executive Compensation Committee Report

The Executive Compensation Committee has reviewed and discussed with the Company’s management the CD&A that is required by Securities and Exchange Commission Rules to be included in the Proxy Statement.

Based on that review and those discussions, the Executive Compensation Committee has recommended to the Company’s Board of Directors that the CD&A be included in the Proxy Statement.

The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

Executive Compensation Committee of the Board of Directors

Valerie Richardson, Chair
Philip E. Coviello
Frank Lourenso
Henry Moniz
Mary Hogan Preusse
Richard B. Saltzman

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| Executive Compensation Tables

Executive Compensation Tables

Summary Compensation Table for 2023

The following table sets forth the summary compensation of the NEOs of the Company for the 2023, 2022 and 2021 calendar years.

Name | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($)
Milton Cooper Executive Chairman of the Board of Directors | 2023 | 750,000 | 2,827,704(3) | 1,380,332(4) | 3,759 | 4,961,795
2022 | 750,000 | 2,104,990 | 1,636,250 | 3,732 | 4,494,972
2021 | 750,000 | 1,836,355 | 1,600,000 | 3,702 | 4,190,057
Conor C. Flynn Chief Executive Officer | 2023 | 1,000,000 | 10,001,802 | 2,923,056 | 26,336 | 13,951,194
2022 | 1,000,000 | 7,140,515 | 3,465,000 | 24,533 | 11,630,048
2021 | 1,000,000 | 5,963,854 | 3,500,000 | 24,284 | 10,488,138
Ross Cooper President and Chief Investment Officer | 2023 | 700,000 | 4,000,703 | 1,177,342 | 25,838 | 5,903,883
2022 | 700,000 | 3,141,912 | 1,395,625 | 25,838 | 5,263,375
2021 | 700,000 | 1,848,807 | 1,350,000 | 27,337 | 3,926,144
Glenn G. Cohen Executive Vice President and Chief Financial Officer | 2023 | 675,000 | 3,000,668 | 1,136,744 | 24,197 | 4,836,609
2022 | 675,000 | 2,141,988 | 1,347,500 | 24,094 | 4,188,582
2021 | 675,000 | 1,848,807 | 1,300,000 | 24,094 | 3,847,901
David Jamieson Executive Vice President and Chief Operating Officer | 2023 | 675,000 | 4,000,703 | 1,136,744 | 13,899 | 5,826,346
2022 | 675,000 | 3,141,912 | 1,347,500 | 15,317 | 5,179,729
2021 | 675,000 | 1,848,807 | 1,300,000 | 13,417 | 3,837,224

(1) Amounts reflect the compensation cost to the Company in 2023, 2022 and 2021 of the equity awards based on the aggregate grant date fair value calculated in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. Fair value is determined, depending on the type of award, using the closing price on the date immediately preceding the grant date or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. The Monte Carlo method is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award-in this case, the Company’s total stockholder return over the applicable performance period and the total stockholder return of the companies in the applicable index of peer companies. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023. The maximum possible value of the 2023 performance shares (200%), based on the closing price per share of our Common Stock on the date before they were granted ($21.30), was as follows: $2,000,070 for Mr. Milton Cooper; $7,999,854 for Mr. Flynn, $2,400,084 for Messrs. Ross Cooper, Cohen and Jamieson. For additional information regarding the equity awards granted to the NEOs in 2023 refer to the 2023 Grants of Plan-Based Awards table. In 2021, Messrs. Milton Cooper and Flynn were granted performance shares with a grant date fair value of $1,203,334 and $4,297,194, respectively and Messrs. Ross Cooper, Cohen and Jamieson were granted performance shares with a grant date fair value of $1,332,139, calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. As described above under “Compensation Discussion & Analysis-Long-Term Incentive Plan,” based on the Company’s performance during the applicable performance period, shares were issued in respect to the 2021 performance share awards which were issued on February 13, 2024 based on a $19.81 closing price as of the date prior to grant and Messrs. Milton Cooper and Flynn realized a value in respect of these awards in the amount of $2,083,848 and $7,441,610, respectively, and Messrs. Ross Cooper, Cohen and Jamieson realized a value in respect of these awards in the amount of $2,306,921, including dividend equivalents earned on the awarded 2021 performance shares.

(2) In 2023, Messrs. Ross Cooper and Cohen received car allowances in the amount of $12,250 and $10,920, respectively. The Company provided Mr. Milton Cooper with the use of a car and driver to travel for Company business and Messrs. Flynn and Jamieson with the use of a car to conduct their duties as an executive officer of the Company. The NEOs’ drivers are employees who have additional responsibilities at the Company. The Company calculated the cost of the perquisite based on standard mileage rate and miles driven by the NEO for personal use. Accordingly, the aggregate incremental cost of this perquisite to the Company in 2023 for Messrs. Milton Cooper, Flynn, and Jamieson was $273, $4,717 and $784, respectively. The policy on the use of the cars for 2023, 2022 and 2021 is outlined below:

• | the cars and drivers were available, when not in use by the foregoing executive officers, for other employees conducting Company business;
• | these services were also available under certain circumstances to third parties involved in Company business at the Company’s Jericho location;
• | the cars and drivers were used from time to time for deliveries and other transportation of documents or other materials; and
• | the cars were available to these officers with drivers for business related travel and without drivers for personal use.

The Company’s policy on paid time off provides employees who have attained 10 years of service one week of pay in lieu of one additional week of paid time off annually. Messrs. Flynn, Ross Cooper, Cohen, and Jamieson each received such payment in the amount of $19,231, $13,462, $12,981 and $12,981, respectively. Mr. Milton Cooper is excluded from this paid time off benefit. In 2023, Mr. Flynn received a $2,000 payment in recognition for attaining a 20-year service milestone with the Company. The Company paid $270 for Mr. Flynn in respect to a subscription of LifeLock for identity protection services. The Company also provided all of our NEOs a limited long-term care benefit of $3,500 per month as part of a group policy. The annual premium on this benefit for Messrs. Milton Cooper, Flynn, Ross Cooper, Cohen, and Jamieson was $3,486, $118, $126, $296 and $134, respectively.

(3) Mr. Milton Cooper elected to be paid his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant and was awarded 92,180 shares on February 16, 2023 that vest on February 13, 2028, subject to continued employment with the Company on the applicable vesting date. Amount shown includes $327,253, which represents the grant date fair value calculated in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures, of the number of restricted shares with a grant date fair value of 20% of Mr. Milton Cooper’s 2022 annual bonus payment. For additional information regarding this equity award, refer to the 2023 Grants of Plan-Based Awards table.

(4) Mr. Milton Cooper elected to be paid his 2023 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of our Common Stock on the date immediately preceding the date of grant and was awarded 85,070 shares on February 15, 2024 that vest on February 13, 2029, subject to continued employment with the Company on the applicable vesting date.

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Total Earned Compensation

To supplement the information in the Summary Compensation Table for 2023 set forth above, we have included the additional table below, which shows “Total Earned Compensation” representing the total compensation realized by each NEO who was serving at the end of 2023 in each of the years shown in comparison to Total Compensation as reported in the Summary Compensation Table for 2023. Total compensation as calculated under SEC rules and, as shown in the Summary Compensation Table for 2023, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized by the named executives in a particular year. The following table is not a substitute for the Summary Compensation Table for 2023.

Name | Year | Total Earned Compensation ($)(1) | Total Compensation from Summary Compensation Table ($)
Milton Cooper | 2023 | 6,537,265 | 4,961,795
Executive Chairman of the Board of | 2022 | 4,678,027 | 4,494,972
Directors | 2021 | 6,286,606 | 4,190,057
Conor C. Flynn | 2023 | 12,621,205 | 13,951,194
Chief Executive Officer | 2022 | 12,828,176 | 11,630,048
| 2021 | 12,104,634 | 10,488,138
Ross Cooper | 2023 | 4,566,783 | 5,903,883
President and Chief Investment Officer | 2022 | 4,654,820 | 5,263,375
| 2021 | 4,179,135 | 3,926,144
Glenn G. Cohen | 2023 | 4,831,745 | 4,836,609
Executive Vice President and Chief Financial | 2022 | 4,817,252 | 4,188,582
Officer | 2021 | 5,365,071 | 3,847,901
David Jamieson | 2023 | 4,627,371 | 5,826,346
Executive Vice President and Chief | 2022 | 4,999,640 | 5,179,729
Operating Officer | 2021 | 4,045,014 | 3,837,224

(1) Amounts reported as Total Earned Compensation differ substantially from the amounts determined under SEC rules as reported in the Total column of the Summary Compensation Table. Total Earned Compensation is not a substitute for Total Compensation as reported in the Summary Compensation Table. Total Earned Compensation represents: (1) Total Compensation, as calculated under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Stock Awards columns of the Summary Compensation Table) plus (3) the market value of any equity awards that were earned in the applicable year but distributed the following year after they were earned and including accumulated dividends (such awards are disclosed in the following year’s proxy statement). For more information on Total Compensation under the SEC rules, see the narrative and notes accompanying the Summary Compensation Table above.

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Grants of Plan-Based Awards for 2023

The following table provides information on non-equity and equity incentive plan awards granted to the NEOs during 2023:

|  | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |  | Estimated Possible Payouts Under Equity Incentive Plan Awards |  |
Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) |  | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stocks or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3)
Milton Cooper | — |  | 340,000 | 850,000 | 1,700,000 |  | — | — | — | — | —
| 2/16/2023 | 1/31/2023 | — | — | — |  | 23,475 | 46,950 | 93,900 | — | 2,000,540
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 23,470(2) | 499,911
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 15,364(4) | 327,253
Conor C. Flynn | — |  | 720,000 | 1,800,000 | 3,600,000 |  | — | — | — | — | —
| 2/16/2023 | 1/31/2023 | — | — | — |  | 93,895 | 187,790 | 375,580 | — | 8,001,732
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 93,900(2) | 2,000,071
Ross Cooper | — |  | 290,000 | 725,000 | 1,450,000 |  | — | — | — | — | —
| 2/16/2023 | 1/31/2023 | — | — | — |  | 28,170 | 56,340 | 112,680 | — | 2,400,647
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 28,170(2) | 600,021
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 46,950(5) | 1,000,035
Glenn G. Cohen | — |  | 280,000 | 700,000 | 1,400,000 |  | — | — | — | — | —
| 2/16/2023 | 1/31/2023 | — | — | — |  | 28,170 | 56,340 | 112,680 | — | 2,400,647
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 28,170(2) | 600,021
David Jamieson | — |  | 280,000 | 700,000 | 1,400,000 |  | — | — | — | — | —
| 2/16/2023 | 1/31/2023 | — | — | — |  | 28,170 | 56,340 | 112,680 | — | 2,400,647
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 28,170(2) | 600,021
| 2/16/2023 | 1/31/2023 | — | — | — |  | — | — | — | 46,950(5) | 1,000,035

(1) The actual payout amounts are set out in the Summary Compensation Table for 2023.

(2) Each of the NEOs received a time-vesting restricted stock award on February 16, 2023 under the Equity Plan. Restricted stock awards vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of the grant date, subject to continued employment with the Company on the applicable vesting date, except that Messrs. Milton Cooper, Flynn, Ross Cooper and Cohen elected for their respective stock awards to instead vest in a single installment on February 13th of the fifth anniversary of the grant date, subject to continued employment with the Company on the applicable vesting date.

(3) All awards were granted under the Equity Plan. Fair value is determined, depending on the type of award, using the Monte Carlo method or the closing price per share of the Company’s common stock on the date immediately preceding the grant date, which are intended to estimate the grant date fair value of the performance shares and restricted stock, respectively. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 22 to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

(4) Mr. Milton Cooper elected to receive all or a portion of his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the date immediately preceding the grant date equal to 120% of his bonus award. The amount represents the number of restricted shares with a grant date fair value of 20% of Mr. Milton Cooper’s 2022 elected conversion amount.

(5) Messrs. Ross Cooper and Jamieson were awarded 46,950 shares of restricted stock on February 16, 2023. Messrs. Ross Cooper and Jamieson’s awards vest in a single installment on February 13th of the fifth anniversary of the grant date, subject to continued employment with the Company on the applicable vesting date.

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Outstanding Equity Awards as of December 31, 2023

The following table provides information on outstanding equity awards as of December 31, 2023 for each NEO.

|  |  |  | Stock Awards
Name |  | Grant Date |  | Number of Shares or Units of Stock That Have Not Vested (#) |  | Market Value of Shares or Units of Stock That Have Not Vested ($) |  | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) |  | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Milton Cooper |  | 2/13/2019 |  |  | 26,320 | (2) |  | 560,879 |  |  |  |
|  | 2/13/2019 |  |  | 65,620 | (3) |  | 1,398,362 |  |  |  |
|  | 2/13/2020 |  |  | 24,860 | (2) |  | 529,767 |  |  |  |
|  | 2/13/2020 |  |  | 77,660 | (4) |  | 1,654,935 |  |  |  |
|  | 2/18/2021 |  |  | 26,200 | (2) |  | 558,322 |  |  |  |
|  | 2/18/2021 |  |  | 56,060 | (5) |  | 1,194,639 |  |  |  |
|  | 2/17/2022 |  |  | 20,600 | (2) |  | 438,986 |  |  |  |
|  | 2/17/2022 |  |  | 79,110 | (6) |  | 1,685,834 |  |  |  |
|  | 2/17/2022 |  |  |  |  |  |  |  | 82,400 |  | 1,755,944
|  | 2/16/2023 |  |  | 23,470 | (2) |  | 500,146 |  |  |  |
|  | 2/16/2023 |  |  | 92,180 | (7) |  | 1,964,356 |  |  |  |
|  | 2/16/2023 |  |  |  |  |  |  |  | 93,900 |  | 2,001,009
Conor C. Flynn |  | 2/13/2019 |  |  | 51,700 | (2) |  | 1,101,727 |  |  |  |
|  | 2/13/2019 |  |  | 19,980 | (3) |  | 425,774 |  |  |  |
|  | 2/13/2020 |  |  | 88,790 | (2) |  | 1,892,115 |  |  |  |
|  | 2/18/2021 |  |  | 93,580 | (2) |  | 1,994,190 |  |  |  |
|  | 2/17/2022 |  |  | 82,410 | (2) |  | 1,756,157 |  |  |  |
|  | 2/17/2022 |  |  |  |  |  |  |  | 329,620 |  | 7,024,202
|  | 2/16/2023 |  |  | 93,900 | (2) |  | 2,001,009 |  |  |  |
|  | 2/16/2023 |  |  |  |  |  |  |  | 375,580 |  | 8,003,610
Ross Cooper |  | 2/13/2019 |  |  | 16,450 | (2) |  | 350,550 |  |  |  |
|  | 10/31/2019 |  |  | 46,000 | (8) |  | 980,260 |  |  |  |
|  | 2/13/2020 |  |  | 27,530 | (2) |  | 586,664 |  |  |  |
|  | 2/18/2021 |  |  | 29,010 | (2) |  | 618,203 |  |  |  |
|  | 2/17/2022 |  |  | 24,720 | (2) |  | 526,783 |  |  |  |
|  | 2/17/2022 |  |  | 41,200 | (8) |  | 877,972 |  |  |  |
|  | 2/17/2022 |  |  |  |  |  |  |  | 98,880 |  | 2,107,133
|  | 2/16/2023 |  |  | 28,170 | (2) |  | 600,303 |  |  |  |
|  | 2/16/2023 |  |  | 46,950 | (8) |  | 1,000,505 |  |  |  |
|  | 2/16/2023 |  |  |  |  |  |  |  | 112,680 |  | 2,401,211
Glenn G. Cohen |  | 2/13/2019 |  |  | 29,140 | (2) |  | 620,973 |  |  |  |
|  | 2/13/2020 |  |  | 27,530 | (2) |  | 586,664 |  |  |  |
|  | 2/18/2021 |  |  | 29,010 | (2) |  | 618,203 |  |  |  |
|  | 2/18/2021 |  |  |  |  |  |  |  |  |  |
|  | 2/17/2022 |  |  | 24,720 | (2) |  | 526,783 |  |  |  |
|  | 2/17/2022 |  |  |  |  |  |  |  | 98,880 |  | 2,107,133
|  | 2/16/2023 |  |  | 28,170 | (2) |  | 600,303 |  |  |  |
|  | 2/16/2023 |  |  |  |  |  |  |  | 112,680 |  | 2,401,211
David Jamieson |  | 2/13/2019 |  |  | 3,290 | (9) |  | 70,110 |  |  |  |
|  | 8/1/2019 |  |  | 52,060 | (10) |  | 1,109,399 |  |  |  |
|  | 2/13/2020 |  |  | 11,012 | (9) |  | 234,666 |  |  |  |
|  | 2/18/2021 |  |  | 17,406 | (9) |  | 370,922 |  |  |  |
|  | 2/17/2022 |  |  | 19,776 | (9) |  | 421,427 |  |  |  |
|  | 2/17/2022 |  |  | 41,200 | (10) |  | 877,972 |  |  |  |
|  | 2/17/2022 |  |  |  |  |  |  |  | 98,880 |  | 2,107,133
|  | 2/16/2023 |  |  | 28,170 | (9) |  | 600,303 |  |  |  |
|  | 2/16/2023 |  |  | 46,950 | (10) |  | 1,000,505 |  |  |  |
|  | 2/16/2023 |  |  |  |  |  |  |  | 112,680 |  | 2,401,211

(1) Represents performance share awards granted in 2022 and 2023 for which the applicable performance period has not been completed. Each performance share award granted in 2021 provided for the ability to earn and receive shares after the end of a three-year performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg REIT Shopping Center Index. The Company’s total stockholder return for the 2021-2023 performance period was in the 80 6/10th percentile of its peer group. Therefore, each NEO earned a number of shares representing 177.9% of the performance share award granted to them in 2021. Each performance share award granted in 2022 and 2023 provides for the ability to earn and receive shares after the end of a three-year performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg REIT Shopping Center Index. Shares of stock issued with respect to earned performance share awards are fully vested at issuance.

(2) Represents shares of restricted stock that vest in a single installment on February 13th of the fifth anniversary of the grant, subject to continued employment with the Company on the applicable vesting date.

(3) Messrs. Milton Cooper and Flynn’s grant on February 13, 2019 of 65,620 and 19,980 shares, respectively, were issued as a result of their election to receive their 2018 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2024, subject to continued employment with the Company on the applicable vesting date.

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(4) Mr. Milton Cooper’s grant on February 13, 2020 of 77,660 shares were issued as a result of his election to receive his 2019 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2025, subject to continued employment with the Company on the applicable vesting date.

(5) Mr. Milton Cooper’s grant on February 18, 2021 of 56,060 shares were issued as a result of his election to receive his 2020 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2026, subject to continued employment with the Company on the applicable vesting date.

(6) Mr. Milton Cooper’s grant on February 17, 2022 of 79,110 shares were issued as a result of his election to receive his 2021 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2027, subject to continued employment with the Company on the applicable vesting date.

(7) Mr. Milton Cooper’s grant on February 16, 2023 of 92,180 shares were issued as a result of his election to receive his 2022 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2028, subject to continued employment with the Company on the applicable vesting date.

(8) Mr. Ross Cooper received special awards of restricted stock on October 31, 2019, February 17, 2022 and February 16, 2023, which vest in a single installment on the October 31, 2024, February 13, 2027 and February 13, 2028, respectively, subject to continued employment with the Company on the applicable vesting date.

(9) Represents shares of restricted stock that vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of the grant date, subject to continued employment with the Company on the applicable vesting date.

(10) Mr. Jamieson received special awards of restricted stock on August 1, 2019, February 17, 2022 and February 16, 2023, which vest in a single installment on the August 1, 2024, February 13, 2027 and February 13, 2028, respectively, subject to continued employment with the Company on the applicable vesting date.

Option Exercises and Stock Vested in 2023

Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting($)(2)
Milton Cooper | 214,450 | 4,607,386
Conor C. Flynn | 440,457 | 9,402,739
Ross Cooper | 135,397 | 2,890,046
Glenn G. Cohen | 150,727 | 3,222,247
David Jamieson | 141,771 | 3,028,171

(1) Incorporates dividend equivalents that were converted to shares based on the closing price on the date immediately preceding the grant date.

(2) Computed by multiplying the number of shares of Common Stock by the closing price on the date immediately preceding the vesting date and computing the dividend equivalent value earned during the performance period.

Potential Payments Upon Termination or Change in Control

Please see page 32 “Additional Compensation Considerations – Executive Severance Plan – ‘Double-Trigger’ Change in Control Severance Arrangement” above for a discussion of certain compensation and benefits which our NEOs would receive upon a termination or change in control. None of the NEOs have “single trigger” arrangements that entitle them to benefits solely due to a change in control. However, upon a change in control, if an equity award is assumed or substituted in the change in control and the holder experiences a qualifying termination of service on or within 12 months following the change in control, the award will automatically vest in full. If an award is not assumed or substituted in a change in control, the Committee may cause such awards to become fully vested. Furthermore, upon a change in control, our performance share awards would be evaluated based on a shortened performance period ending on the date of the change in control, and any resulting restricted stock would, if not assumed in the change in control, automatically vest in full.

Employment Agreements

The Company does not have any individual employment agreements with its executive officers.

Assumed Termination Without Cause

The following table was prepared as though each of the NEOs had been terminated without Cause on December 31, 2023.
The assumptions and valuations are noted in the footnotes to the table.

Name | Base Salary Component of Lump-Sum Payment ($)(1) | Bonus Component of Lump-Sum Payment ($)(1)(2) | Stock Awards ($)(3) | Health Benefits ($)(4) | Total ($)(5)
Milton Cooper | - | - | $3,756,953 | - | $3,756,953
Conor C. Flynn | $2,000,000 | $6,930,000 | $24,198,784 | $59,251 | $33,188,035
Ross Cooper | $1,400,000 | $2,791,250 | $7,190,846 | $59,251 | $11,441,347
Glenn G. Cohen | $1,350,000 | $2,695,000 | $7,461,270 | $59,251 | $11,565,521
David Jamieson | $1,350,000 | $2,695,000 | $6,205,770 | $58,950 | $10,309,720

(1) In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to two times the sum of their (a) base salary plus (b) prior year’s annual bonus upon a termination without Cause (as defined in the Executive Severance Plan).

(2) In accordance with the Executive Severance Plan, 2022 (prior year) bonus amounts are used for the bonus component in this table.

(3) In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to full vesting of annual restricted stock awards, with the exception of extraordinary awards, upon a termination without Cause. In addition, upon a termination without “cause” or due to retirement or upon resignation for “good reason” (as defined in the applicable award agreement) each of the NEOs would remain eligible to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would depend on the Company’s total stockholder return during the applicable performance periods. Assuming performance at maximum level and based on the market price of our stock on December 31, 2023 ($21.31), the total performance share values, disregarding any discount for the time-value of money, would be $3,756,953 for Mr. Milton Cooper, $15,027,812 for Mr. Flynn and $4,508,344 for Messrs. Ross Cooper, Cohen and Jamieson.

(4) Amounts are based on the cost of coverage during 2023.

(5) In certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes imposed under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations” and “Additional Compensation Considerations –Executive Severance Plan – ’Double-Trigger’ Change in Control Severance Arrangement.”

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Assumed Termination for Death or Disability

The following table was prepared as though each of the NEOs had been terminated due to death or disability on December 31, 2023. The assumptions and valuations are noted in the footnotes to the table.

Name | Stock Awards: Death/Disability ($)(1)
Milton Cooper | $14,243,178
Conor C. Flynn | $24,198,784
Ross Cooper(2) | $10,049,583
Glenn G. Cohen | $7,461,270
David Jamieson(2) | $9,193,645

(1) Upon a termination of employment due to death or disability, the vesting of Mr. Milton Cooper’s 492,080, Mr. Flynn’s 430,360, Mr. Ross Cooper’s 125,880, Mr. Cohen’s 138,570 and Mr. Jamieson’s 79,654 unvested time-based shares of restricted stock would accelerate. In addition, upon a termination of employment due to death or disability, each of the NEOs would remain eligible to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would depend on the Company’s TSR during the applicable performance periods. Assuming performance at maximum level and based on the market price of our stock on December 31, 2023 ($21.31), the total performance share values, disregarding any discount for the time-value of money, would be $3,756,953 for Mr. Milton Cooper, $15,027,812 for Mr. Flynn and $4,508,344 for Messrs. Ross Cooper, Cohen and Jamieson.

(2) The vesting of the unvested portion of Messrs. Ross Cooper and Jamieson’s retention awards of 134,150 and 140,210 shares, respectively, would accelerate as a result of termination due to death or disability. As of December 31, 2023, the value of Messrs. Ross Cooper and Jamieson’s retention awards were $2,858,737 and $2,987,875, respectively.

Assumed Termination in Connection With a Change in Control

The following table was prepared as though each NEO experienced a termination of employment without Cause or for Good Reason in connection with a change in control on December 31, 2023. The assumptions and valuations are noted in the footnotes to the table.

Name | Base Salary Component of Lump-Sum Payment ($)(1) | Bonus Component of Lump-Sum Payment ($)(1)(2) | Stock Awards ($)(3) | Health Benefits ($)(4) | Total ($)(5)
Milton Cooper | - | - | $3,756,953 | - | $3,756,953
Conor C. Flynn | $2,000,000 | $6,930,000 | $24,198,784 | $59,251 | $33,188,035
Ross Cooper | $1,400,000 | $2,791,250 | $7,190,846 | $59,251 | $11,441,347
Glenn G. Cohen | $1,350,000 | $2,695,000 | $7,461,270 | $59,251 | $11,565,521
David Jamieson | $1,350,000 | $2,695,000 | $6,205,770 | $58,950 | $10,309,720

(1) In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to two times the sum of their (a) base salary plus (b) prior year’s annual bonus upon a termination without Cause or resignation for Good Reason (each as defined in the Executive Severance Plan) in connection with a change in control.

(2) In accordance with the Executive Severance Plan, 2022 (prior year) bonus amounts are used for the bonus component in this table.

(3) In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to full vesting of annual restricted stock awards, with the exception of extraordinary awards, upon a termination without Cause or resignation for Good Reason in connection with a change in control. In addition, upon a termination without “cause” or due to retirement or upon resignation for “good reason” (as defined in the applicable award agreement), each of the NEOs would remain eligible to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would depend on the Company’s total stockholder return during the applicable performance periods. Assuming performance at maximum level and based on the market price of our stock on December 31, 2023 ($21.31), the total performance share values, disregarding any discount for the time-value of money, would be $3,756,953 for Mr. Milton Cooper, $15,027,812 for Mr. Flynn and $4,508,344 for Messrs. Ross Cooper, Cohen and Jamieson. In addition to the amounts shown in this column, upon a change in control, if any other equity award under the 2010 Equity Participation Plan or the Equity Plan is assumed or substituted in the change in control and the holder experiences a qualifying termination of service on or within 12 months following the change in control, the award will automatically vest in full. However, if an award is not assumed or substituted in a change in control, the Executive Compensation Committee may (but is not required to) cause such awards to become fully vested.

(4) Amounts are based on the cost of coverage during 2023.

(5) In certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes imposed under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations” and “Additional Compensation Considerations –Executive Severance Plan – ’Double-Trigger’ Change in Control Severance Arrangement.”

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Equity Participation Plan

Description of Plan

The Company maintains the Equity Plan for the benefit of its eligible employees, consultants, and directors. The Equity Plan is the successor to the 2010 Equity Participation Plan, which expired in March 2020.

The Equity Plan authorizes the Executive Compensation Committee to provide equity and/or cash compensation, incentives and awards in the form of stock options, restricted stock, performance shares, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights (“SARs”), partnership interests in Kimco Realty OP, LLC (“LTIP Units”), other stock- based awards and performance-based awards (which may be payable in either the form of cash or shares of common stock) structured by the Executive Compensation Committee within parameters set forth in the Equity Plan, for the purpose of providing the Company’s officers, employees and consultants equity and/or cash compensation, incentives and rewards for superior performance. Key features of the Equity Plan that reflect the Company’s commitment to effective management of incentive compensation include:

Limitations On Grants

The number of shares of common stock that may be issued or transferred by the Company, including upon the exercise of incentive stock options may not exceed 10,000,000 in the aggregate, subject to certain adjustments, events and limitations described in the Equity Plan.

No Repricing or Replacement of Options or SARs

The Equity Plan prohibits, without stockholder approval: (i) the amendment of options or SARs to reduce the exercise price and (ii) the replacement of an option or SAR with cash or any other award when the price per share of the option or SAR exceeds the fair market value of the underlying shares of common stock.

No In-The-Money Option or SAR Grants

The Equity Plan prohibits the grant of options or SARs with an exercise or base price less than the fair market value of the common stock, generally the closing price of the common stock, on the date of grant.

Independent Administration

The Executive Compensation Committee, which consists of only independent directors, administers the Equity Plan.

Equity Compensation Plan Information

The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2023.

Plan Category | (a) Number of Securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by stockholders(1) | 3,070,480 | - | 1,829,205
Equity compensation plans not approved by stockholders | N/A | N/A | N/A
Total | 3,070,480 | - | 1,829,205

(1) Includes performance share awards that provide for the ability to earn or receive shares after the end of a three-year performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg REIT Shopping Center Index. Amounts shown here in respect of performance shares are shown based on attaining the maximum level of performance.

CEO Pay Ratio

We have estimated the ratio between our CEO’s total annual compensation and the median annual total compensation of all employees (except the CEO) for 2023. In determining the median employee we considered taxable compensation totals in 2023. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2023. Then, we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our CEO in 2023, Mr. Flynn, had annual total compensation of $ 13,951,194 and our Median Employee had annual total compensation of $112,894. Therefore, we estimate that our CEO’s annual total compensation in 2023 is approximately 123 times that of the median of the annual total compensation of all of our employees, excluding the CEO.

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Executive Compensation Tables |

Pay Versus Performance
The following table sets forth information concerning the compensation of our Principal Executive Officer (“PEO”) and our Non-PEO NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:
|  |  |  |  |  |  |  |  |  | Value of Initial Fixed $100 Investment Based on: |  |  |  |
Year (2) |  | Summary Compensation Table Total for PEO ($) |  | Compensation Actually Paid to PEO ($)(1) |  | Average Summary Compensation Table Total for Non-PEO NEOs ($) |  | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) |  | Total Shareholder Return ($) |  | Peer Group Total Shareholder Return ($)(2) |  | Net Income ($) |  | Adjusted FFO per Fully Diluted Share (3)
2023 |  | 13,951,194 |  | 14,553,428 |  | 5,382,158 |  | 5,948,179 |  | 183 |  | 143 |  | 629,300,000 |  | 1.57
2022 |  | 11,630,048 |  | 11,071,076 |  | 4,781,665 |  | 4,643,754 |  | 149 |  | 120 |  | 100,800,000 |  | 1.59
2021 |  | 10,488,138 |  | 22,641,017 |  | 3,950,332 |  | 8,927,274 |  | 128 |  | 167 |  | 818,600,000 |  | 1.48
2020 |  | 7,713,508 |  | 6,886,881 |  | 2,974,349 |  | 2,471,755 |  | 75 |  | 126 |  | 975,400,000 |  | 1.20

(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Year | PEO | Non-PEO NEOs
2023 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson
2022 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson
2021 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson
2020 | Conor Flynn | Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson

(2) |  | For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Bloomberg REIT Shopping Center Index.

(3) |  | Adjusted FFO per fully diluted share is a non-GAAP measure. See Annex A starting on page 54 for the definition of Adjusted FFO and a reconciliation of net income to Adjusted FFO.

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| Executive Compensation Tables

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

|  | 2023
Adjustments |  | PEO |  | Average Non-PEO NEOs
Deduction for Amounts Reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |  | $(10,001,802) |  | $(3,457,445)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |  | $10,004,619 |  | $3,665,676
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |  | - |  | -
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |  | $86,590 |  | $38,855
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |  | $73,860 |  | $35,746
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |  | - |  | -
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |  | $438,967 |  | $283,189
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |  | - |  | -
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY |  | - |  | -
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |  | - |  | -
TOTAL ADJUSTMENTS |  | $602,234 |  | $566,021

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Executive Compensation Tables |

Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, (ii) our net income, and (iii) our Adjusted FFO per diluted share, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

Kimco TSR ($) and Peer Group TSR ($)

Adjusted FFO per Fully Diluted Share ($)

Net Income ($)

Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

• | Peer Group TSR over a three year performance period;
• | Adjusted FFO per diluted share;
• | EBITDA; and
• | Leverage

For additional details regarding our most important financial performance measures, please see the sections titled “Annual Incentive Plan” and “Long-Term Incentives — Performance Shares” in our CD&A elsewhere in this Proxy Statement.

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| Proposal 3: Amendment of Charter to Increase Number of Authorized Shares of Stock

Proposal 3: Amendment of Charter to Increase Number of Authorized Shares of Stock

At a meeting of the Board of Directors on March 7, 2024, the Board of Directors adopted a resolution declaring advisable an amendment (the “Charter Amendment”) to the charter of the Company (the “Charter”) to increase the number of (i) shares of common stock, $0.01 par value per share (“Common Stock”), that the Company has the authority to issue to 1,500,000,000 shares and (ii) shares of excess stock, $0.01 par value per share (“Excess Stock”), that the Company has the authority to issue to 765,000,000 shares, which will result in an increase in the aggregate number of shares of stock that the Company has the authority to issue to an aggregate of 2,272,054,000 shares. The Board of Directors directed that the Charter Amendment be submitted for consideration by the stockholders at the Meeting.

The Charter currently authorizes the issuance of up to 1,141,100,000 shares of stock, consisting of: (i) 750,000,000 shares of Common Stock,(ii) 384,046,000 shares of Excess Stock, (iii) 7,008,508 shares of Preferred Stock, $1.00 par value per share, (iv) 10,307 shares of 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share (“Class L Preferred Stock”), (v) 10,557 shares of 5.25% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share (“Class M Preferred Stock”), (vi) 1,849 shares of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, $1.00 par value per share (“Class N Preferred Stock”), (vii) 10,350 shares of Class L Excess Preferred Stock, $1.00 par value per share (“Class L Excess Preferred Stock”), (viii) 10,580 shares of Class M Excess Preferred Stock, $1.00 par value per share (“Class M Excess Preferred Stock”), and (ix) 1,849 shares of 7.25% Class N Excess Cumulative Convertible Perpetual Preferred Stock, $1.00 par value per share (“Class N Excess Preferred Stock”).

As of March 12, 2024, the outstanding shares of stock of the Company were as follows: 674,132,859 shares of Common Stock, 8,902 shares of Class L Preferred Stock, 10,465 shares of Class M Preferred Stock and 1,849 shares of Class N Preferred Stock. The Company is not currently aware of any shares of Excess Stock, Class L Excess Preferred Stock, Class M Excess Preferred Stock, or Class N Excess Preferred Stock that are outstanding, and no other shares of Preferred Stock are outstanding. In addition, as of the same date, (i) 2,937,578 shares of Common Stock have been reserved for issuance under the Company’s 2020 Equity Participation Plan, (ii) 9,765,679 shares of Common Stock have been reserved for issuance upon conversion of shares of Class N Preferred Stock and (iii) 1,000,000 shares of Common Stock have been reserved for issuance under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan.

Accordingly, based on the number of shares of Common Stock that are either issued and outstanding or reserved for issuance, our usage of authorized shares of Common Stock is 92%.

If the Charter Amendment is approved, it will become effective upon the filing of Articles of Amendment with, and acceptance for record by, the State Department of Assessments and Taxation of Maryland.

Reasons for the Proposed Amendment

We are asking our stockholders to approve an increase of 750,000,000 shares of Common Stock. Our Board of Directors has determined that it is advisable and in the best interests of the Company to amend the Charter in order to have additional available authorized but unissued shares of Common Stock in an amount adequate to provide for our future needs, which may include equity financings, opportunities for expanding our business through investments or acquisitions, management incentives and employee benefit plans, stock dividends or stock splits, and for other general corporate purposes.

If our stockholders do not approve this Proposal 3, we believe that we may be substantially limited in our ability to advance our operational and future strategic plans, including our ability to access the capital markets, finance the acquisition and development of properties, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

In connection with the increase in Common Stock, we are asking our stockholders to approve an accompanying increase of 380,954,000 shares of Excess Stock. Our Charter includes restrictions on the ownership and transfer of our stock that are intended to assist us in complying with the requirements of the Internal Revenue Code of 1986, as amended, for us to qualify as a real estate investment trust.

In certain circumstances, a stockholder who violates the restrictions on ownership and transfer may have such stock- holder’s shares exchanged into Excess Stock. The sole purpose of our Excess Stock is for use in such a potential exchange scenario so that the Company will continue to qualify as a real estate investment trust. While we are currently unaware of any issued and outstanding shares of Excess Stock, because of the current number of outstanding shares of Common Stock and the additional shares of Common Stock that may be issued if this proposal is approved, our Board of Directors has deemed it advisable for the Charter to be amended to increase the authorized number of shares of Excess Stock to assist in our continued qualification as a real estate investment trust.

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Proposal 3: Amendment of Charter to Increase Number of Authorized Shares of Stock |

Effect of the Proposed Amendment

The issuance of Common Stock, including the additional shares that will be authorized for issuance if this Proposal 3 is approved by stockholders, may dilute the equity ownership of current holders of Common Stock, and Common Stock may be issued without stockholder approval, unless otherwise required by applicable law or the rules and regulations of the NYSE.

If we were to issue additional shares of Common Stock, it could have an anti-takeover effect, although this is not the intent of our Board of Directors in proposing the Charter Amendment. For instance, our authorized but unissued Common Stock could be issued in one or more transactions that would make a change in control of the Company more difficult or costly, and less likely. As of the date of this Proxy Statement, we are not aware of any attempt or plan to obtain control of the Company.

The holders of our Common Stock have no preemptive rights, and our Board of Directors has no plans to grant such rights with respect to any such shares.

The text of the Charter Amendment is attached as Annex B to this Proxy Statement and is incorporated by reference into this proposal.

Vote Required

The approval of the Charter Amendment requires the affirmative vote of the holders of a majority of the votes entitled to be cast on the proposal. Abstentions and broker non-votes will have the same effect as votes AGAINST this proposal.

The Board unanimously recommends you vote “for” the proposal to amend the Charter to increase the number of authorized shares of stock.

46 |  | Kimco Realty | kimcorealty.com

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| Audit Committee Report

Audit Committee Report

The Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Kimco Realty Corporation, a Maryland corporation (together with certain of its subsidiaries, the “Company”), is responsible for providing objective oversight of the Company’s financial accounting and reporting functions, system of internal controls and audit process. During 2023, all of the directors who served on the Audit Committee were independent as defined under the current listing standards of the New York Stock Exchange. The Audit Committee operates under a written charter adopted by the Board. A copy of the Audit Committee Charter is available in the Investor Relations section of the Company’s website located at www. kimcorealty.com and is available in print to any stockholder who requests it.

Management of the Company is responsible for the Company’s system of internal controls and its financial reporting process. The independent registered public accountants, PricewaterhouseCoopers LLP, are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and its internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight of these processes as well as other risk management issues described on page 8.

In connection with these responsibilities, the Audit Committee met with management and the Company’s independent registered public accounting firm to review and discuss the December 31, 2023 audited consolidated financial statements and the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee also discussed with the independent registered public accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee also received written disclosures and the letter from the independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accountants their independence.

Based upon the Audit Committee’s discussions with management and the independent registered public accountants and the Audit Committee’s review of the December 31, 2023 audited consolidated financial statements and the representations of management and required communications from the Company’s independent registered public accountants, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission.

Audit Committee
of The Board of Directors

Richard Saltzman, Chair
Philip E. Coviello
Mary Hogan Preusse
Frank Lourenso
Henry Moniz
Valerie Richardson

The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

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Proposal 4: Ratification of Independent Accountants |

Proposal 4: Ratification of Independent Accountants

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. PricewaterhouseCoopers LLP has been retained as the Company’s external auditor continuously since 1986. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Additionally, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of Pricewaterhouse-Coopers LLP’s new lead engagement partner. The members of the Audit Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company.

There are no affiliations between the Company and PricewaterhouseCoopers LLP, its partners, associates or employees, other than pertaining to its engagement as independent registered public accountants for the Company in previous years.

Although ratification is not required by our Bylaws, the Board is submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification as a matter of good corporate practice. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different public accounting firm at any time during the year, if it determines that such change would be in the best interests of the Company. The following table provides information relating to the fees billed to the Company by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2023 and 2022:

TYPE OF FEES | 2023 |  | 2022 |
Audit Fees(1) | $2,314,000 |  | $2,444,600 |
Audit-Related Fees(2) | $71,500 |  | $71,500 |
Tax Fees | - |  | - |
All Other Fees | $2,000 |  | $2,600 |
Total | $2,387,500 |  | $2,518,700 |

(1) Audit fees include all fees for services in connection with (i) the annual integrated audit of the Company’s fiscal 2023 and 2022 financial statements and internal control over financial reporting included in its annual reports on Form 10-K, (ii) the review of the financial statements included in the Company’s quarterly reports on Form 10-Q, (iii) as applicable, the consents and other required letters issued in connection with debt and equity offerings and the filing of the Company’s shelf registration statement, current reports on Form 8-K and proxy statements during 2023 and 2022, (iv) the Merger, (v) ongoing consultations regarding accounting for new transactions and pronouncements and (vi) out of pocket expenses.

(2) Audit-related fees consists of fees billed for audit and testing procedures relating to the green bond attestation report.

Policy on Audit Committee Pre-approval of Audit and Non-audit Services of Independent Registered Public Accountants

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PricewaterhouseCoopers LLP. The Audit Committee has established a policy regarding pre- approval of all audit and non-audit services provided by the independent registered public accountants.

On an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the approved amounts. The Audit committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that such pre-approvals are reported on at a subsequent Audit Committee meeting. All services performed for 2023 and 2022 were pre-approved by the Audit Committee.

Vote Required

The ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2024 requires the affirmative vote of a majority of the votes cast on the proposal. For purposes of this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Because brokers have discretionary voting authority with regard to this proposal under the rules of the NYSE, we do not expect any broker non-votes in connection with this proposal.

The Board and the Audit Committee unanimously recommend that you vote “for” the ratification of the appointment of PricewaterhouseCoopers LLP.

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| Beneficial Ownership

Beneficial Ownership

The table below sets forth certain information available to the Company, as of March 12, 2024, with respect to shares of its Common Stock, (i) held by those persons known to the Company to be the beneficial owners (as determined under the rules of the SEC) of more than 5% of such shares and (ii) held, individually and as a group, by the directors and executive officers of the Company.

Name & Address (Where Required) |  | SHARES OWNED BENEFICIALLY (#) |  |  | PERCENT OF CLASS (%) |
of Beneficial Owner |  |  | COMMON |  |  |  | COMMON |
The Vanguard Group, Inc. 100 Vanguard Blvd Malvern, PA 19355 |  |  | 102,336,566(1) |  |  |  | 15.2% |
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 |  |  | 65,062,132(2) |  |  |  | 10.0% |
State Street Corporation 1 Congress Street, Suite 1 Boston, MA 02114 |  |  | 45,232,298(3) |  |  |  | 6.7% |
Cohen & Steers, Inc. 1166 Avenue of the Americas, 30th Floor New York, NY 10017 |  |  | 45,021,361(4) |  |  |  | 6.7% |
JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179 |  |  | 34,193.752(5) |  |  |  | 5.1% |
Milton Cooper |  |  | 10,634,041(6) |  |  |  | 1.6% |
Conor C. Flynn |  |  | 1,372,752(7) |  |  |  | * |
Glenn G. Cohen |  |  | 647,106(8) |  |  |  | * |
Ross Cooper |  |  | 620,082(9) |  |  |  | * |
David Jamieson |  |  | 413,688(10) |  |  |  | * |
Frank Lourenso |  |  | 268,253(11) |  |  |  | * |
Philip E. Coviello |  |  | 223,719(12) |  |  |  | * |
Richard B. Saltzman |  |  | 189,223(13) |  |  |  | * |
Valerie Richardson |  |  | 64,360(14) |  |  |  | * |
Mary Hogan Preusse |  |  | 63,360(15) |  |  |  | * |
Henry Moniz |  |  | 34,250(16) |  |  |  | * |
All Directors and Executive Officers as a group (11 persons) |  |  | 14,530,834 |  |  |  | 2.2% |

* Less than 1%

(1) The Company has received a copy of Schedule 13G/A as filed with the SEC by The Vanguard Group, Inc. (“Vanguard”) reporting ownership of these shares as of December 31, 2023. As reported in such Schedule 13G/A, Vanguard has shared voting power with respect to 1,327,861 shares, sole dispositive power with respect to 99,094,458 shares and shared dispositive power with respect to 3,242,108 shares.

(2) The Company has received a copy of Schedule 13G/A as filed with the SEC by BlackRock, Inc. (“BlackRock”) reporting ownership of these shares as of December 31, 2023. As reported in such Schedule 13G/A, BlackRock has sole voting power with respect to 59,006,208 shares and sole dispositive power with respect to 65,062,132 shares.

(3) The Company has received a copy of Schedule 13G/A as filed with the SEC by State Street Corporation (“State Street”) reporting ownership of these shares as of December 31, 2023. As reported in such Schedule 13G/A, State Street has shared voting power with respect to 28,428,274 shares and shared dispositive power with respect to 45,148,882 shares.

(4) The Company has received a copy of Schedule 13G/A as filed with the SEC by Cohen & Steers, Inc. (“Cohen & Steers”) reporting ownership of these shares as of December 31, 2023. As reported in such Schedule 13G/A, Cohen & Steers has sole voting power with respect to 29,768,774 shares and sole dispositive power with respect to 45,021,361 shares.

(5) The Company has received a copy of Schedule 13G as filed with the SEC by JPMorgan Chase & Co. (“JPMorgan”) reporting ownership of these shares as of December 29, 2023. As reported in such Schedule 13G, JPMorgan has sole voting power with respect to 20,743,655 shares, shared voting power with respect to 212 shares, sole dispositive power with respect to 34,188,632 shares and shared dispositive power with respect to 1,854.

(6) Does not include 41,153 shares held by Mr. Cooper’s spouse and 1,449,481 shares held by adult members of Mr. Cooper’s family, as to all of which shares Mr. Cooper disclaims beneficial ownership. Does not include 457,303 shares held by a charitable remainder unitrust and 233,642 shares held by a charitable remainder annuity trust both of which Mr. Cooper’s spouse is trustee, as to all of which shares Mr. Cooper disclaims beneficial ownership. Includes 44,776 shares held in his 401(k) account, 5,381 shares held in an IRA account and 510,890 shares of restricted stock.

(7) Includes 194 shares held by Mr. Flynn for his children. Includes 358,680 shares of restricted stock.

(8) Excludes 412 shares held by Mr. Cohen’s children, as to all of which shares Mr. Cohen disclaims beneficial ownership. Includes 17,760 shares held in his 401(k) account and 140,250 shares of restricted stock.

(9) Includes 2,100 shares held by Mr. Cooper for his children, 929 shares held in a trust and 228,400 shares of restricted stock.

(10) Includes 225,508 shares of restricted stock.

(11) Does not include 4,500 shares owned by Mrs. Lourenso, his spouse, as to all of which shares Mr. Lourenso disclaims beneficial ownership. Includes 5,403 shares held by Mr. Lourenso in trusts for the benefit of his grandchildren. Includes 3,307 shares held in an IRA account, 25,688 shares of restricted stock and 47,019 shares of deferred stock.

(12) Includes 10,000 shares held in a testamentary trust and 13,002 shares in a charitable remainder unitrust of which Mr. Coviello is a trustee. Includes 85,000 shares held in an IRA account and 25,688 shares of restricted stock.

(13) Includes 16,698 shares of restricted stock and 78,808 shares of deferred stock.

(14) Includes 25,688 shares of restricted stock.

(15) Includes 16,698 shares of restricted stock.

(16) Includes 23,824 shares of restricted stock.

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Other Matters |

Other Matters

Compensation Committee Interlocks and Insider Participation

During all or a portion of 2023, Messrs. Coviello, Lourenso, Moniz and Saltzman and Mses. Hogan Preusse and Richardson served on the Executive Compensation Committee of the Company. During 2023, no member of the Executive Compensation Committee was an officer or employee of the Company, was formerly an officer of the Company or had related person transactions with the Company that required disclosure. During 2023, none of the Company’s executive officers served on the board of directors or the compensation committee of any other entity that had one or more of its executive officers serving on the Company’s Board of Directors or its Executive Compensation Committee.

Stockholder Proposals Pursuant to Rule 14a-8

Stockholders interested in presenting a proposal for inclusion in the Proxy Statement for the 2025 Annual Meeting of stockholders may do so by following the procedures in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals must be received at the Company’s principal executive offices by November 25, 2024, which is 120 calendar days before the anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting.

Stockholder Nominees for Director and Other Proposals

Under our current Bylaws, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at our 2025 Annual Meeting, but not pursuant to Rule 14a-8, may be made by a stockholder who was a stockholder of record at the record date for the meeting, at the time of giving notice by the stockholder and at the time of the meeting who is entitled to vote in the election of each individual so nominated or on such other business and who delivers notice along with the additional information and materials required by our current Bylaws to be received by our Secretary at the principal executive office of the Company not earlier than 150 days and not later than 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of the proxy statement for the Meeting. In order for a nomination to be considered, proponents must provide all the information required by our current Bylaws. We also may require any proposed nominee to furnish such other information as may be reasonably required to determine whether the proposed nominee is eligible to serve as a director or that could be material to a reasonable stockholder’s understanding of the nominee’s independence or lack thereof. You can obtain a copy of the full text of the current Bylaw provision noted above by writing to our Secretary, Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. Our current bylaws are referenced as an exhibit in our annual report on Form 10-K for the year ended December 31, 2023.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act.

In addition, our proxy access Bylaw permits a stockholder (or group of up to 20 stockholders) owning 3% or more of the Company’s issued and outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the number of directors up for election, if the nominating stockholder(s) and the nominee(s) satisfy the eligibility, procedural and disclosure requirements in the Bylaws. For the 2025 Annual Meeting, notice of a proxy access nomination must be delivered to our Secretary at the address above no earlier than October 26, 2024 and no later than 5:00 p.m., Eastern Time, on November 25, 2024.

Communications with Directors

The Audit Committee and the non-management directors welcome anyone who has a concern about the Company’s conduct or policies, or any employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that concern directly to the Board of Directors, the Lead Independent Director, the non-management directors or the Audit Committee. Such communications may be confidential or anonymous, and may be submitted in writing to the Board of Directors, the Lead Independent Director, the non-management directors or the Audit Committee by sending a letter by mail addressed to the Board of Directors, the Lead Independent Director, the non-management directors or the Chair of the Audit Committee, as applicable, c/o Secretary of the Company, Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. The Board of Directors has designated its Lead Independent Director to review these communications and present them to the entire Board of Directors or forward them to the appropriate directors. In addition, the Company maintains an Ethics Helpline, as further discussed in the Company’s Code of Conduct, which allows employees and contractors to submit concerns anonymously via phone or the Internet.

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| Other Matters

Documents Incorporated by Reference

This Proxy Statement incorporates documents by reference which are not presented herein or delivered herewith. Reference should be made to the Company’s annual report on Form 10-K for the year ended December 31, 2023, as certain portions of such document are incorporated herein by reference. The Company’s annual report on Form 10-K for the year ended December 31, 2023 is available upon request without charge. Requests may be oral or written and should be directed to the attention of the Secretary of the Company at the principal executive offices of the Company. In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the Meeting shall be deemed incorporated by reference into this Proxy Statement and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained herein (or in a subsequently filed document which is also incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Proxy Statement, except as so modified or superseded.

Within the Investors section of the Company’s website located at www.kimcorealty.com, you can obtain, free of charge, a copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC.

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Information About the Annual Meeting |

Information About the Annual Meeting

We are providing you with this Proxy Statement in connection with the solicitation of proxies to be exercised at the 2024 Annual Meeting of Stockholders (the “Meeting”) of Kimco Realty Corporation, a Maryland corporation. This Proxy Statement contains important information regarding the Meeting, the proposals which you are being asked to consider and vote upon, information you may find useful in determining how to vote, and information about voting procedures.

Why You are Receiving These Materials

Holders of our common stock at the close of business on March 12, 2024, the record date, may attend and vote at the Meeting. We refer to the holders of our common stock as “stockholders” throughout this Proxy Statement. Each stockholder is entitled to one vote for each share of common stock held as of the close of business on the record date. At the close of business on the record date there were 674,132,859 shares of common stock issued and outstanding. The presence at the Meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of common stock entitled to be voted at the Meeting will constitute a quorum for the transaction of business at the Meeting.

Broker non-votes (as defined below) and abstentions will be counted for purposes of calculating whether a quorum is present at the Meeting.

How to Vote

If you received your proxy materials by mail, you should have received a proxy card enclosed with the Proxy Statement. Stockholders can vote in person (virtually) at the Meeting or by authorizing a proxy. There are three ways to authorize a proxy to vote your shares:

BY TELEPHONE - Stockholders located in the United States that received proxy materials by mail can authorize a proxy by telephone by calling 1-800-690-6903 and following the instructions on the enclosed proxy card;

BY INTERNET - Stockholders can authorize a proxy over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy card or Notice of Internet Availability (as defined on the next page); or

BY MAIL - Stockholders that received proxy materials by mail can authorize a proxy by mail by signing, dating, and mailing the enclosed proxy card.

Telephone and Internet authorization methods for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 6, 2024.

If your shares are held in the name of a broker, bank or other holder of record (in “street name”), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet proxy authorization also will be offered to stockholders owning shares through certain banks and brokers.

If you authorize a proxy to vote your shares, the individuals named on the proxy card or authorized by you by telephone or Internet (your “proxies”) will vote your shares in the manner you indicate. If you sign and return the proxy card or authorize your proxies by telephone or internet without indicating your instructions, your shares will be voted in a manner consistent with the Board’s voting recommendations.

To be exercised, proxies must be filed with the Secretary of the Company prior to the Meeting. Proxies may be revoked at any time before exercise at the Meeting (i) by filing a notice of such revocation with the Secretary of the Company, (ii) by filing a later-dated proxy with the Secretary of the Company or (iii) by voting in person (virtually) at the Meeting. Virtual attendance at the Meeting will not automatically revoke a previously authorized proxy, unless you vote again.

If you own shares through a broker or other nominee in street name, you may instruct your broker or other nominee as to how to vote your shares. A “broker non-vote” occurs when you fail to provide a broker or other nominee with voting instructions and a broker or other nominee does not have the discretionary authority to vote your shares on a particular matter because the matter is not a routine matter under the New York Stock Exchange (“NYSE”) rules. The proposal to approve the ratification of the appointment of independent auditors is considered a ‘‘discretionary’’ item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions. In contrast, the election of directors, the advisory resolution to approve executive compensation and the vote to amend the Company’s Charter to increase the Company’s authorized stock are ‘‘non-discretionary’’ items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called ‘‘broker non-votes’’ will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for the election of directors, and the advisory resolution to approve executive compensation. Broker non-votes will have the same effect as votes against the proposal to approve the amendment to the Company’s Charter.

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| Information About the Annual Meeting

The vote required for each proposal is listed below:

| Proposal |  | Vote Required |  | Broker Discretionary Voting Allowed
Proposal 1 | Election of eight directors |  | Majority of the votes cast with respect to a nominee |  | No
Proposal 2 | Resolution to approve, on a non-binding, advisory basis, the Company’s executive compensation |  | Majority of the votes cast on the proposal |  | No
Proposal 3 | Approval of an amendment to the Company’s charter to increase the number of authorized shares of stock |  | Majority of the votes entitled to be cast on the proposal |  | No
Proposal 4 | Ratification of the appointment of the Company’s auditor for the year ending December 31, 2024 |  | Majority of the votes cast on the proposal |  | Yes

For each of Proposal 1, 2, 3 and 4, you may vote FOR, AGAINST or ABSTAIN. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote for Proposals 1, 2 and 4, but will have the same effect as votes AGAINST Proposal 3.

Eliminating Duplicative Proxy Materials

The U.S. Securities and Exchange Commission’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or single set of proxy materials to one address shared by two or more of our stockholders. We have delivered only one Notice of Internet Availability, Proxy Statement, or annual report, as applicable, to multiple stockholders who share an address, unless we received contrary instructions from any of the impacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability, Proxy Statement, or annual report, as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered. In the future, if you prefer to receive separate copies of the Notice of Internet Availability, Proxy Statement or annual report, as applicable, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, NY 11717, Attention: Householding Department. If you are currently a stockholder sharing an address with another stockholder and are receiving more than one Notice of Internet Availability, Proxy Statement or annual report, as applicable, and wish to receive only one copy of future Notices of Internet Availability, proxy statements or annual reports, as applicable, for your household, please contact Broadridge at the above phone number or address.

Solicitation of Proxies

This solicitation is made by the Company on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”). Costs of this solicitation will be borne by the Company. Directors, officers, employees and agents of the Company and its affiliates may also solicit proxies by telephone, fax, e-mail, or personal interview. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to stockholders. The Company will pay fees of approximately $15,000 to Alliance Advisors, L.L.C. for soliciting proxies on behalf of the Company.

Other Business

All shares represented by the accompanying proxy will be voted in accordance with the proxy. The Company knows of no other business which will come before the Meeting for action. However, as to any such business, the persons authorized to act as proxies will have authority to act in their discretion.

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Annex A |

Annex A

Funds From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. Nareit defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company also made an election, per the Nareit Funds From Operations White Paper-2018 Restatement, to exclude from its calculation of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities. As such, the Company does not include gains/ impairments on land parcels, mark-to-market gains/losses from marketable securities, allowance for credit losses on mortgage receivables, gains/impairments on other investments or other amounts considered incidental to its main business in Nareit defined FFO.

The Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental measure of its operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the Nareit definition used by such REITs.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and, therefore, should not be considered an alternative for net income or cash flows from operations as a measure of liquidity.

Additionally, we present in the reconciliation below, Adjusted FFO, one of the Company-defined financial metrics used in our annual incentive program. We calculate Adjusted FFO (a non-GAAP financial measure within the meaning of the rules of the SEC) starting with the calculation of FFO as described previously and excluding the effects of certain transactional income and expenses.

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| Annex A

Reconciliation of Net Income Available to the Company’s Common Shareholders to FFO Available to the Company’s Common Shareholders and Adjusted FFO

(In thousands, except per share data) (unaudited)

| Year Ended December 31,
| 2023 | 2022
Net income available to the Company’s common shareholders | $629,252 | $100,758
Gain on sale of properties | (74,976) | (15,179)
Gain on sale of joint venture properties | (9,020) | (38,825)
Depreciation and amortization - real estate related | 502,347 | 501,274
Depreciation and amortization - real estate joint ventures | 64,472 | 66,326
Impairment charges (including real estate joint ventures) | 15,060 | 27,254
Profit participation from other investments, net | (1,916) | (15,593)
Special dividend income | (194,116) | -
(Gain)/loss on marketable securities/derivative, net | (21,996) | 315,508
Provision for income taxes, net(1) | 61,351 | 58,373
Noncontrolling interests(1) | (440) | (23,540)
FFO available to the Company’s common shareholders | $970,018 | $976,356
Transactional charges, net | (231)(4) | 7,775(3)
Adjusted FFO available to the Company’s common shareholders | $969,787 | $984,131
Weighted average shares outstanding for FFO calculations: |  |
Basic | 616,947 | 615,528
Units | 2,380 | 2,492
Dilutive effect of equity awards | 1,132 | 2,283
Diluted | 620,459 | 620,303
FFO per common share – basic | $1.57 | $1.59
FFO per common share – diluted(2) | $1.57 | $1.58
Adjusted FFO per common share – diluted(2) | $1.57 | $1.59

(1) Related to gains, impairments, depreciation on properties and gains/(losses) on sales of marketable securities, where applicable.

(2) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. FFO available to the Company’s common shareholders would be increased by $2,395 and $2,041 for the years ended December 31, 2023 and 2022, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

(3) Consists of Early extinguishment of debt charges recognized during the year ended December 31, 2022.

(4) Includes merger-related charges of $4.8 million for the year ended December 31, 2023. In addition, includes income related to the liquidation of the pension plan of $5.0 million, net for the year ended December 31, 2023.

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Annex A |

EBITDA (a non-GAAP financial measure within the meaning of the rules of the SEC) is generally calculated by the company as net income/(loss) before interest, depreciation and amortization, provision/benefit for income taxes, gains/losses on sale of operating properties, losses/gains on change of control, profit participation from other investments, pension valuation adjustments, gains/losses on marketable securities and impairment charges.

Our method of calculating EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. We believe that EBITDA is an important metric in determining the success of our business as a real estate owner and operator. See the reconciliation to the applicable GAAP measure below.

In addition, we present a ratio of Net Debt to EBITDA, which is calculated using the non-GAAP measures: (1) Total debt outstanding, reduced by the Company’s cash and cash equivalents, and (2) Annualized EBITDA, each as reconciled to the applicable GAAP measures below.

Reconciliation of Net Income/(Loss) to EBITDA

(In thousands) (unaudited)

| Three Months Ended December 31,
| 2023 | 2022
Net income/(loss) | $ | 142,113 | $ | (47,069)
Interest |  | 67,797 |  | 60,947
Depreciation and amortization |  | 124,282 |  | 124,676
Gain on sale of properties |  | (22,600) |  | (4,221)
Gain on sale of joint venture properties |  | - |  | (643)
Impairment charges (including real estate joint ventures) |  | 1,020 |  | 1,585
Pension liquidation/valuation adjustment |  | 47 |  | 172
Merger charges |  | 1,016 |  | -
Profit participation/(loss) from other investments, net |  | 366 |  | (4,584)
(Gain)/loss on marketable securities/derivative, net |  | (11,354) |  | 100,314
(Benefit)/provision for income taxes |  | (175) |  | 57,750
Consolidated EBITDA | $ | 302,512 | $ | 288,927
Consolidated Debt | $ | 7,616,796 | $ | 7,157,886
Consolidated Cash |  | (783,757) | (149,829)
Consolidated Net Debt | $ | 6,833,039 | $ | 7,008,057
Annualized Consolidated EBITDA | $ | 1,210,048 | $ | 1,155,708
Net Debt to Consolidated EBITDA | 5.6x | 6.1x

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| Annex B

Annex B

PROPOSED CHARTER AMENDMENT

It is proposed that Section A of Article IV of the Charter of the Corporation be deleted in its entirety and replaced with the following:

A. | The total number of shares of all classes of stock that the Corporation shall have authority to issue is 2,272,054,000 shares, consisting of (i) 1,500,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), 765,000,000 shares of Excess Stock, $0.01 par value per share (the “Excess Stock”), 7,008,508 shares of Preferred Stock, $1.00 par value per share (the “Preferred Stock”), 10,307 shares of 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share (“Class L Redeemable Preferred Stock”), 10,350 shares of Class L Excess Preferred Stock, $1.00 par value per share (“Class L Excess Preferred Stock”), 10,557 shares of 5.25% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share (“Class M Redeemable Preferred Stock”), 10,580 shares of Class M Excess Preferred Stock, $1.00 par value per share (“Class M Excess Preferred Stock”), 1,849 shares of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, $1.00 par value per share (“Class N Convertible Preferred Stock”), and 1,849 shares of 7.25% Class N Excess Cumulative Convertible Perpetual Preferred Stock, $1.00 par value per share (“Class N Excess Convertible Preferred Stock”). The aggregate par value of all authorized shares having a par value is $29,704,000.

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