INDEPENDENCE
We have an Executive Compensation Committee that is 100% independent. The Executive Compensation Committee engages its own compensation consultant and affirms each year that the consultant has no conflicts of interest and is independent.

NO HEDGING OR PLEDGING TRANSACTIONS
We have a policy prohibiting all directors and named executive officers (“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 the Company’s Common Stock in any pledging transactions.

COMPENSATION CLAWBACK POLICY
We may seek repayment of cash and equity incentive compensation paid to NEOs in the event of a material misstatement of the Company’s financial results where an NEO engaged in actual fraud or willful unlawful misconduct that materially contributed to the need to restate the Company’s financial results.

requirement. Ms. Hogan Preusse becameIn January 2019, the Executive Compensation Committee approved a director ofstock retention requirement for non-employee directors and executive officers who have not achieved the Company on February 1, 2017 and has until February 1, 2022 to meet her required ownership levels under our currentapplicable stock ownership guidelines.level. See page 23 for a detailed discussion of our stock ownership guidelines.

CHANGE OF CONTROL PAYMENTSEXECUTIVE SEVERANCE PLAN
We maintain an executive severance plan with a “double trigger” change in control arrangement that covers certain of our NEOs. The executive severance plan does not provide for any gross-up payments for taxes.

STOCKHOLDER ENGAGEMENT
The Board of Directors believes that accountability to stockholders is a mark of good corporate governance and is critical to the Company’s success. The Company regularly communicates with its stockholders throughout the year to better understand their views on a range of topics and to provide perspective on the Company’s corporate governance policies and practices.

During 2017,2019, the Company met with more than halfapproximately 42% of ourits top 2550 stockholders (representing approximately 43%39% of the outstanding shares of our Common Stock). Topics discussed included our strategy and performance, board composition and structure, executive compensation program and sustainability initiatives. We solicited feedback from stockholders on these subjects and reportedshared their responses towith our Board of Directors.

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 $10,500$12,000 to Alliance Advisors, L.L.C. for soliciting proxies on behalf of the Company.

If your shares are held in the name of a bank, broker 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 your shares are not registered in your own name and you plan to vote your shares in person (virtually) at the Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Meeting in order to vote.

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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 as follows:

FORthe election of all nominees for director (see Proposal 1);FORthe resolution to approve, on a non-binding, advisory basis, the Company’s executive compensation (see Proposal 2);FORthe ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018the year ending December 31, 2020 (see Proposal 3);FORthe approval of the adoption of the 2020 Plan (see Proposal 4); and in the discretion of the proxy holder on any other matter that may properly come before the Meeting.

To be voted, 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.

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Table of Contents Virtual attendance at the Meeting alone will not be sufficient to revoke a previously authorized proxy.

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. Broker non-votes and abstentions will be counted for purposes of calculating whether a quorum is present at the Meeting. The vote required for each proposal is listed below:

	PROPOSAL	VOTE REQUIRED	BROKER DISCRETIONARY VOTING ALLOWED
PROPOSAL 1	Election of nineeight 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	Ratification of the appointment of the Company’s auditor for fiscalthe year 2018ending December 31, 2020	Majority of the votes cast on the Proposal	Yes
PROPOSAL 4	Approval of the adoption of the 2020 Equity Participation Plan	Majority of the votes cast on the Proposal	No

With respect to Proposal 1, you may vote FOR, AGAINST or ABSTAIN for each nominee. If you ABSTAIN from voting on Proposal 1, the abstention will have no effect because it will not be a vote cast. The nominees receiving a majority of the votes cast will be elected as directors (i.e.(i.e., the number of votes cast for a nominee must exceed the number of votes against that nominee).

With respect to Proposals 2, 3 and 3,4, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal 2 or Proposal 3, the abstention will have no effect because it will not be a vote cast. However, because stockholder approval of the 2020 Plan is required under NYSE rules and because the NYSE treats abstentions as votes cast, if you ABSTAIN from voting on Proposal 4, the abstention will have the effect of a vote against such proposal.

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 Meeting 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.

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PROPOSAL 1 ELECTION OF DIRECTORS

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 nine directors.eight directors, all of which 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 nineeight 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.

INFORMATIONREGARDING NOMINEES

The members of our Board of Directors provide the Board with a broad combination of experience and backgrounds that enable the Board to lead and advise Kimco 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 broadcomprehensive, strategic insights into Kimco’s competitive position based on their individual backgrounds enabling them to provide input on central issues of strategy and to oversee its execution by management. This includes directors with longstanding institutional experience with Kimco and in the REIT industryand 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:8991 Director Since:1991

Milton Cooper is the Executive Chairman of the Board of Directors forof the Company. 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 five 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 graduatedholds 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 five decades of executive leadership experience, make Mr. Cooper a highly effective Executive Chairman of the Board of Directors.

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PHILIP E. COVIELLO Director (Non-Management), Chair of Audit Committee   Age:7476 Director Since:2008

Philip E. Coviello has been a Director of the Company since May 2008, is2008. Mr. Coviello serves as the Chair of the Audit Committee and as a member of the 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 and Nominating 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:

●	35 years of experience counseling boards of directors and senior management as a corporate lawyer on a wide range of corporate governance, regulatory compliance and other issues that affect public companies.
●	Decades of experience as both issuers’ and underwriters’ counsel in capital markets transactions and 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 to the Company’s Audit Committee are bolstered by his service as Chair of the Audit Committee of Getty Realty Corporation.

RICHARD G. DOOLEY Lead Director (Non-Management), Chair of Nominating & Corporate Governance Committee Age:88 Director Since:1991

Richard G. Dooley has been a Director of the Company since December 1991. Mr. Dooley 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. From 1993 to 2003, Mr. Dooley was a consultant to, and from 1978 to 1993 served as the Executive Vice President and Chief Investment Officer of, the Massachusetts Mutual Life Insurance Company. Mr. Dooley is a Director, Chair of the Compensation Committee and member of the Audit and Corporate Governance Committees of Jefferies LLC (formerly Jefferies Group, Inc.), a subsidiary of Leucadia National Corporation (“Leucadia”) (NYSE: LUK) pursuant to a merger between Leucadia and Jefferies Group, Inc. effective March 1, 2013. Mr. Dooley formerly served as a Director and member of the Compensation Committee of Leucadia. Mr. Dooley holds a B.S. degree from Northeastern University and an M.B.A. from the Wharton School of the University of Pennsylvania.

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

●	Expertise in corporate strategy development, organizational development and operational and corporate governance issues arising in complex organizations.
●	Familiarity with Sarbanes-Oxley compliance, internal auditing and financial controls issues and extensive financial expertise and experience with public accounting matters for global organizations.
●	Responsibility for portfolio investing in a wide variety of real estate properties and developments as Executive Vice President and Chief Investment Officer of the Massachusetts Mutual Life Insurance Company, bringing to the Company both executive leadership and real estate investment experience.
●	Expertise as a Chartered Financial Analyst and investment professional with decades of experience in analyzing and evaluating financial statements.

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CONOR C. FLYNN Chief Executive Officer and Director   Age:3739 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 receivedholds a B.A. degree from Yale University and a Master’s degree in Real Estate Development from Columbia University. Mr. Flynn is a licensed real estate broker in California, and a member of NAREIT, the Real Estate Roundtable, the Urban Land Institute (“ULI”) and the International Council of Shopping Centers (“ICSC”).

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

●	Mr. Flynn’s leadership roles during his 1517 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 continueadapt to transform the Company’s real estate portfolio.

JOE GRILLS Director (Non-Management) Chairretail landscape of Executive Compensation Committee Age:82 Director Since:1997

today through the redevelopment of assets to their highest and best use, in major metropolitan markets.

Joe Grills has been a Director of the Company since January 1997 and is the Chair of the Executive Compensation Committee and a member of the Audit and Nominating and Corporate Governance Committees. Mr. Grills was employed by IBM from 1961 to 1993 and held various positions in financial management in both IBM’s domestic and international businesses. Mr. Grills served as a director (1994-2007) and Co-Chairman of the Board of Directors (2002-2007) of a cluster of BlackRock (Merrill Lynch) Mutual Funds. He was a Director, was Vice Chairman (2000-2006), was Chairman (2006-2011) and is currently Chairman Emeritus of the Montpelier Foundation. He was on the Investment Advisory Committee of the Virginia Retirement System (1998-2016) and previously served as Vice Chairman (2002-2005) and Chairman (2005-2009). Mr. Grills was a Trustee, was Chairman and is currently a member of the Investment Committee of the Woodberry Forest School. In addition, Mr. Grills is a Trustee and is currently a Member (Chairman 2007-2011; 2014-2015) of the Investment Committee of the National Trust for Historic Preservation (also on Finance and Trustee/Governance Committees) and is a Trustee, a member of the Audit Committee and Chairman of the Development Committee of National Main Street Center, Inc., a subsidiary of National Trust for Historic Preservation. Mr. Grills was on the Individual Investor Advisory Committee of the NYSE from 2001 to 2014. He is a former Chairman and member of the Committee on Investment of Employee Benefit Assets of the Association of Financial Professionals. Mr. Grills holds a B.A. from Duke University and an M.B.A. from the University of Chicago.

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

●	Experience as IBM’s Chief Investment Officer of the IBM Retirement Funds with wide-ranging expertise in domestic and international financial matters and strategic deliberations and substantial involvement in managing real estate investments.
●	Extensive experience with internal audit and business controls while at IBM and on other audit committees.
●	Extensive service on boards of directors and memberships on board committees in diverse corporate and nonprofit organizations with broad and deep familiarity with corporate governance and executive oversight matters.
●	Experience in compensation matters through exposure to executive compensation trends.

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FRANK LOURENSO Director (Non-Management) Chair of Executive Compensation Committee    Age:7779 Director Since:1991

Frank Lourenso has been a Director of the Company since December 1991. Mr. Lourenso is currentlyserves as the Chair of the Executive Compensation Committee and as a member of the Audit Executive Compensation and Nominating and Corporate Governance Committees. 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.

COLOMBE M. NICHOLAS Director (Non-Management)   Age:7375 Director Since:2011

Colombe M. Nicholas has been a Director of the Company since May 2011. Ms. Nicholas is currently a member of the Executive Compensation and Nominating and Corporate Governance Committees. From 2002 to January 2018, Ms. Nicholas served as a consultant to Financo Global Consulting, the international consulting division of Financo, Inc., where she focused on identifying expansion opportunities and providing growth advice to companies. Ms. Nicholas’ retail experience includes Bonwit Teller, Bloomingdale’s and R.H. Macy. From the 1980s to 2000, Ms. Nicholas has served as President and CEO of Anne Klein Group, President and CEO of the Orr Felt Company, President and Chief Operating OfficerCOO of Giorgio Armani Fashion Corporation and President and CEO of Christian Dior New York. While at Christian Dior New York, Ms. Nicholas led sales growth from $125 million to $425 million. Ms. Nicholas has previously served on the Board of Directors of Oakley, Inc., The Mills Corporation, Tandy Brands and Herbalife International.Ltd. Ms. Nicholas hasholds a B.A. from the University of Dayton, a J.D. from the University of Cincinnati College of Law and an honorary doctorate in business administration from Bryant College of Rhode Island.

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

●	Over 15 years of experience in the retail industry in various executive positions provides familiarity and a broad understanding of the operation of retail shopping centers.
●	Experience as President and CEO at major licensing, apparel and accessory manufacturing corporations provides insight into management’s day to day actions and responsibilities related to sales of those products.
●	Experience through service on other public company boards of directors and knowledge of corporate governance best practices in publicly-tradedpublicly traded companies in today’s business environment.

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MARY HOGAN PREUSSE Lead Director (Non-Management) Chair of Nominating & Corporate Governance Committee    Age:4951 Director Since:2017

Mary Hogan Preusse has been a Director of the Company since February 2017. Ms. Hogan Preusse is 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 and Nominating and Corporate Governance 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 VEREIT, Inc. In May 2017, Ms. Hogan Preusse founded Sturgis Partners LLC, which provides consulting, investment and advisory services related to the public (listed) real estate industry. In 2015, she was the recipient of NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. She is also a member of the International Council of Shopping Centers and serves on the Investor Advisory Council and the Dividends Through Diversity and Inclusion Initiative’s Steering Committee for NAREIT, and is a member of the Real Estate Advisory Board for the Carey Business School at Johns Hopkins University. Ms.NAREIT.Ms. Hogan Preusse graduatedholds an A.B. in Mathematics from Bowdoin College in Brunswick, Maine with a degree in Mathematics 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 25 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 interfacing with management and directors of publicly-tradedpublicly traded REITs to discuss matters of governance and compensation during her career in asset management.

VALERIE RICHARDSON Director (Non-Management) Age:61  Director Since:2018

Valerie Richardson has been a Director of the Company since June 2018. Ms. Richardson is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Ms. Richardson is the Vice President of Real Estate for The Container Store, Inc. 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 the International Council of Shopping Centers (ICSC”). She was elected ICSC Chairman for the 2018-2019 term as the first Chairman associated with a retail company. 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 prospective 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 & White Medical Center – Plano provides corporate governance knowledge and extensive time interfacing with management and directors.

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RICHARD B. SALTZMAN Director (Non-Management)   Age:6163 Director Since:2003

Richard B. Saltzman has been a Director of the Company since July 2003. Mr. Saltzman is a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Saltzman currently serves as Chairman of the Board of Colony Credit Real Estate Inc. (NYSE: CLNC) and previously served as a director, President and Chief Executive Officer of Colony NorthStar,Capital, Inc. (NYSE: CLNS), is Chairman of the Board of NorthStar Realty Europe Corp. (NYSE: NRE) and Chairman of the Board of Colony NorthStar Credit Real Estate Inc. (NYSE: CLNC).CLNY) from 2015 to 2018. Prior to joining various predecessors of Colony NorthStarCapital 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 hasholds a B.A. from Swarthmore College and an M.S. from Carnegie-MellonCarnegie Mellon University. Mr. Saltzman previously served on the board of directors of Colony Capital, Inc. until its merger to form Colony NorthStar in January 2017.

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

●	More than 3840 years of experience in real estate, 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.
●	Nearly More than 30 years of direct experience interacting in various capacities with the Company.

VOTE REQUIRED
Nominees for director shall be elected by a majority of the votes cast in person (virtually) 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, if any, will not be counted as votes cast and will have no effect on the result of the vote.

THE BOARD OF DIRECTORS OF THE COMPANYUNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES SET FORTH IN THIS PROXY STATEMENT.

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GENERAL INFORMATIONABOUT THE BOARD OF DIRECTORS

TERM OF OFFICE

All directors of the Company elected at the Meeting will serve terms ending at the 20192021 annual meeting of stockholders and until their respective successors are duly elected and qualify.

ATTENDANCE AT BOARD OF DIRECTORS, COMMITTEE MEETINGS AND 20172019 ANNUAL MEETING.
The Board of Directors met fivesix times in person or telephonically in 2017.2019. During 2017,2019, each director nominee attended 100% of the aggregate of the total meetings of the Board and of the committees of the Board on which such director serves. Ms. Hogan Preusseperson served. Mr. Saltzman attended 100% of all Board andthe audit committee meetings after her electionhis appointment to the Boardcommittee in February 2017.May of 2019. The Company encourages directors to attend each annual meeting of stockholders, and all of the directors were in attendance at the 20172019 Annual Meeting of Stockholders held on April 25, 2017.30, 2019. Our director attendance policy is included in our Corporate Governance Guidelines, which are available on the Company’s website located at www.kimcorealty.com and are available in print to any stockholder who requests them.

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, 3333 New Hyde Park Road,500 North Broadway, Suite 100, New Hyde Park,201, Jericho, NY, 11042-0020.11753-2128. The Board of Directors has designated Richard G. Dooley as 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.

DIRECTORINDEPENDENCE

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 located at www.kimcorealty.com and are available in print to any stockholder who requests them. In accordance with these categorical standards and the NYSE listing standards, the Board of Directors undertook its annual review of the independence of its directors on January 30, 2018.28, 2020. During this review, the Board of Directors considered transactions and relationships between each director or members of his or her immediate family and the Company. The Board of Directors also considered whether there were any transactions or relationships between directors or members of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder).

The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director is independent.

As a result of this review, the Board of Directors affirmatively determined that the following nominees for directordirectors 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	Colombe M. Nicholas
Richard G. Dooley	Mary Hogan Preusse
Joe GrillsFrank Lourenso	Valerie Richardson
Colombe M. Nicholas	Richard B. Saltzman
Frank Lourenso

In making these determinations, the Board of Directors considered the relationships and transactions described under the caption “Certain Relationships and Related Transactions” beginning on page 50.

In addition, none of the independent directors’ family members serves as an executive officer, as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended, of the Company.

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CORPORATEGOVERNANCE

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 the strategic direction for the Company 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 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 has appointed the Chairman of the Nominating and Corporate Governance Committee, Richard G. Dooley,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 independent directors which typically occur after each in-person 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 on corporate governance, environmental and social 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.

STOCKHOLDER ENGAGEMENT

The Board of Directors believes that accountability to stockholders is a mark of good corporate governance and is critical to the Company’s success. The Company regularly communicates with its stockholders throughout the year to better understand their views on a range of topics and to provide perspective on the Company’s corporate governance policies and practices. In addition, the Company annually publishes a Corporate Responsibility Report to highlight and update the Company’s ESG practices.

During 2017,2019, the Company met with more than halfapproximately 42% of ourits top 2550 stockholders (representing approximately 43%39% of the outstanding shares of our Common Stock). Topics discussed included our strategy and performance, board composition and structure, executive compensation program and sustainability initiatives. We solicited feedback from stockholders on these subjects and reported their responses to our Board of Directors.

STOCK OWNERSHIP GUIDELINES

The Board of Directors adopted revised stock ownership guidelines in July 2012 for non-employee directors and executive officers that require each non-employee director and executive officer to own shares of our Common Stock.

Under the guidelines, all current non-employee directors and executive officers must own shares of our Common Stock with a value equal to five times the annual Board of Directors retainer. Executive officers must own shares of our Common Stock with a value equal

to a certain multiple of his or her annual Board of Directors retainer or base salary. Our Executive Chairman must own shares of our Common Stock with a value equalPlease refer to five times base salary; our CEO must own shares of our Common Stock with a value equal to five times base salary; our President must own shares of our Common Stock with a value equal to three times base salary; our Chief Operating Officer must own shares of our Common Stock with a value equal to three times base salary; and our Chief Financial Officer must own shares of our Common Stock with a value equal to two times base salary.the table below for the applicable multiple. 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 executive officers have five years from the date they become a member of the Board of Directors or an executive officer to meet the ownership levels.

In January 2019, the Executive Compensation Committee approved a stock retention requirement for non-employee directors and executive officers. Non-employee directors and executive officers who have 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. All of our directors and executive officers are currently in compliance with the stock ownership requirements, except for Ms. Hogan Preusse, who was elected to the Board of Directors on February 1, 2017 and has until February 1, 2022 to meet the required ownership levels.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

DIRECTOR CONTINUING EDUCATION

The Company maintains a formal program of continuing education for directors. In 2017,2019, directors participated in customized Company-sponsored sessions on business-related topics, corporate governance matters, SEC rule changes, and other current topics such as ethical conduct and cyber security, 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.

CLAWBACK POLICY

The Company may seek repayment of cash and equity incentive compensation paid to NEOs in the event of a material misstatement of the Company’s financial results where an NEO engaged in actual fraud or willful or unlawful misconduct that materially contributed to the need to restate. When the Executive Compensation Committee of the Board of Directors determines that these circumstances exist, the Executive Compensation Committee may direct the Company to recover the after-tax portion of the difference between the compensation actually paid or awarded and the compensation calculated using the restated financial statements, based upon the Executive Compensation Committee’s view of all relevant facts and circumstances and the best interests of the Company.

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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.

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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 to oversee selected elements of risk:

●

Our Audit Committee selects and engages our independent registered public accounting firm and oversees financial risk exposures, including monitoring the integrity of the financial statements, internal control over financial reporting and the independence of the auditor of the Company. 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, assists the Board of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters

related to the Company’s financial statements and meets quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial reporting function. The Audit Committee also reviews and monitors our compliance programs, including the whistleblower program and whistleblower helpline with respect to financial reporting and other matters and 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 of Directors, and our Chief Financial Officer meets regularly with our Audit Committee to discuss and advise on elements of risks related to our credit risk. The Audit Committee also oversees risk by working with management to review annually,quarterly, or on an as needed basis, cybersecurity risk mitigation policies and initiatives as well as a code of conduct designed to support the highest standards of business ethics.
●	Our Executive Compensation Committee 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.
●	Our Nominating and Corporate Governance Committee oversees governance related risks by working with management to establish corporate governance guidelines applicable to the Company, including recommendations regarding director nominees, the determination of director independence, Board of Directors leadership structure and membership on Board of Directors committees.

Our Board of Directors and committees’ risk oversight responsibilities are discussed further in “Committees of the Board of Directors” below.

The following table identifies the current committee chairs and members:

(C) Chair

(c) Chair

● Member

● Member

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The following table sets forth information with respect to the executive officers of the Company as of March 15, 2018.18, 2020.

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The table below sets forth certain information available to the Company, as of February 28, 2018,March 4, 2020, with respect to shares of its Common Stock and Class I, Class J, Class K, Class L and Class M Cumulative Redeemable Preferred 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.

* Less than 1%
⁽¹⁾Not applicable. The Company’s Class I, Class J, Class K, Class L and Class M Cumulative Redeemable Preferred Stock are, generally, not voting securities of the Company.
⁽²⁾The Company has received a copy of Schedule 13G/A as filed with the SEC by The Vanguard Group (“Vanguard”) reporting ownership of these shares as of December 31, 2017.2019. As reported in such Schedule 13G/A, Vanguard has sole voting power with respect to 1,075,4241,030,069 shares, and hasshared voting power with respect to 504,471 shares, sole dispositive power for 72,295,826with respect to 69,732,123 shares and shared dispositive power with respect to 1,076,051 shares.
⁽³⁾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, 2017.2019. As reported in such Schedule 13G/A, BlackRock has sole voting power with respect to 38,321,52135,381,758 shares and sole dispositive power with respect to 41,753,45239,577,835 shares.
⁽⁴⁾The Company has received a copy of Schedule 13G as filed with the SEC by State Street Corporation (“State Street”) reporting ownership of these shares as of December 31, 2017.2019. As reported in such Schedule 13G, State Street has shared voting power with respect to 24,678,11326,403,317 shares and shared dispositive power with respect to 24,678,11331,899,905 shares.
⁽⁵⁾Includes 17,500 shares held by a foundation controlled by Mr. Cooper. Does not include 36,12638,016 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 243,965493,965 shares held by a charitable remainder unitrust and 250,000 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 options or rights to acquire 200,000 shares of Common Stock that are exercisable within 60 days of February 28, 2018, 39,03542,429 shares held in his 401(k) account, 5,381 shares held in an IRA account and 187,230364,242 shares of restricted stock.

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⁽⁶⁾Excludes 2,065,356 shares held by KC Holdings, Inc., a private corporation in which Mr. Cooper holds less than 5% of the outstanding equity. Mr. Cooper’s adult children own 81.5% of KC holdings, Inc. Mr. Cooper disclaims beneficial ownership of all shares indirectly held by KC Holdings, Inc. and does not share the power to vote or dispose of such shares. Also excludes 4,820,000 shares held in a trust where Mr. Cooper’s adult child is the trustee of which Mr. Cooper disclaims beneficial ownership and does not share the power to vote or dispose of such shares.
⁽⁷⁾Includes 194 shares held by Mr. Flynn for his children. Includes options or rights to acquire 17,7002,700 shares of Common Stock that are exercisable within 60 days of February 28, 2018March 4, 2020 and 332,141359,560 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 options or rights to acquire 47,00024,400 shares of Common Stock that are exercisable within 60 days of February 28, 2018 and 22,123 shares of restricted stock.
⁽⁹⁾Includes 412 shares held by Mr. Cohen for his children. Includes options or rights to acquire 64,400 shares of Common Stock that are exercisable within 60 days of February 28, 2018, 13,113March 4, 2020, 14,936 shares held in his 401(k) account and 110,238118,120 shares of restricted stock.
^(10)(9)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 12,6743,094 shares owned by Mr. Lourenso’s children through a grantor retained annuity trust, of which Mr. Lourenso is trustee. Includes options or rights to acquire 47,00016,500 shares of Common Stock that are exercisable within 60 days of February 28, 2018,March 4, 2020, 3,307 shares held in an IRA account, and 22,12326,116 shares of restricted stock and 39,499 shares of deferred stock.
^(11)(10)Includes 2,100 shares held by Mr. Cooper for his children. Includes options or rights to acquire 14,1253,125 shares of Common Stock that are exercisable within 60 days of February 28, 2018March 4, 2020 and 100,783140,900 shares of restricted stock.
⁽¹²⁾Includes 50 shares held by Mr. Saltzman for his son. Includes options or rights to acquire 47,000 shares of Common Stock that are exercisable within 60 days of February 28, 2018 and 22,123 shares of restricted stock.
^(13)(11)Includes 10,000 shares held in a testamentary trust and 7,50213,002 shares in a charitable remainder unitrust of which Mr. Coviello is a trustee. Does not include 10,000 shares owned by Mrs. Coviello, his spouse, as to all of which shares Mr. Coviello disclaims beneficial ownership. Includes options or rights to acquire 37,00016,500 shares of Common Stock that are exercisable within 60 days of February 28, 2018, 60,000March 4, 2020, 65,000 shares held in an IRA account and 22,12326,116 shares of restricted stock.
^(14)(12)Does not include 72,692 shares held in a charitable lead annuity trust of which Mrs. Grills, his spouse, is the sole trustee, as to all of which shares Mr. Grills disclaims beneficial ownership. Includes options or rights to acquire 47,00016,500 shares of Common Stock that are exercisable within 60 days of February 28, 2018March 4, 2020, 26,116 shares of restricted stock and 22,12366,205 shares of deferred stock.
⁽¹³⁾Includes 122,491 shares of restricted stock.
⁽¹⁵⁾Includes options or rights to acquire 2,500 shares of Common Stock that are exercisable within 60 days of February 28, 2018 and 86,918 shares of restricted stock.
^(16)(14)Includes options or rights to acquire 14,667 shares of Common Stock that are exercisable within 60 days of February 28, 2018March 4, 2020, 26,116 shares of restricted stock and 22,12319,602 shares of deferred stock.
⁽¹⁵⁾Includes 26,116 shares of restricted stock.
^(17)(16)Includes 17,16327,926 shares of restricted stock.

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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.

FFO as adjusted, EBITDA as adjusted including the pro-rata share of joint ventures (“EBITDA as adjusted”), and leverage, defined as consolidated debt plus JV pro ratathe pro-rata share of joint venture debt divided by the total gross consolidated assets and JVthe pro-rata share of pro ratajoint venture gross assets, are the 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.performance in determining awards under our annual incentive program. See Annex A starting on page 5865 for the definitions of FFO as adjusted and EBITDA as adjusted and reconciliations of net income to FFO as adjusted and to EBITDA as adjusted.

The component partsprimary components of our executive compensation program, are:for purposes of establishing 2019 targeted pay, were:

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Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 20172019 was incentive-based,performance-based, commensurate with business results, and at risk“at risk” unless such business results were achieved, as illustrated below.

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The table below shows the percentage of the 2019 Total Annual Target Bonus that each of theseour NEOs would receive based on achievement of specified levels for corporate / financial performance and individual performance.

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

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CALCULATION OF TOTAL 20172019 BONUS.
The bonus actually received by Messrs. Milton Cooper, Cohen and Flynnthe NEOs was determined by adding the corporate / financial performance bonus and the individual performance bonus together. Thus, each of thosethe NEOs earned a total 20172019 bonus of approximately 122%151.84% of the 2017his 2019 target bonus.

shareholder return for the 2017-2019 performance period was in the 38.5th percentile of the peer group. Because this was above the threshold level of the award, 77% of the shares were issued in respect of the 2017 performance share awards and Messrs. Milton Cooper, Flynn and Cohen realized a value in respect of these awards.

Approximately 33%43% of the value of the equity awards granted in 20172019 to Messrs. Flynn, Milton Cooper and Cohenthe NEOs was awarded in the form of time-vesting restricted stock eligible to vest, at the election of the NEO, either in 25%20% increments on each of the first, second, third, fourth and fourthfifth anniversaries of the grant date, or in a single installment on the fourthfifth anniversary of the grant date.

In 2019, Messrs. Ross Cooper and Jamieson were awarded 46,000 and 52,060 shares, respectively, which vest entirely on the fifth anniversary of the grant date, subject to continued employment. These grants were awarded as a result of (i) a competitive analysis of the long-term incentive compensation for Messrs. Ross Cooper and Jamieson which determined they were meaningfully below the peer group levels for comparable roles, and (ii) recognition of their superior achievements during 2019 in quickly transforming and enhancing the quality of the Company’s portfolio. This included the successful completion and stabilization of three major Signature Series™ projects, two of which were the first residential mixed-use assets for the Company. The Executive Compensation Committee, recognizing the vital importance that these individual achievements will have on the future growth profile for the Company and their positive impact in creating long term shareholder value, determined Messrs. Ross Cooper and Jamieson warranted special recognition in addition to a recalibration based on the competitive analysis of long-term compensation. Additional details on the overall performance for Messrs. Ross Cooper and Jamieson is found in the Individual Performance section beginning on page 35.

For 2017,2019, the time-vesting awards were granted under the Company’s 2010 Equity Participation Plan. The actual time-vesting awards granted in 2019 are set out in the “Grants of Plan-Based Awards for 2017”2019” table on page 42.

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

LONG-TERM INCENTIVES – EQUITY AWARDS
As of December 31, 2017, Messrs. Milton Cooper and Cohen were eligible to retire from the Company. See page 46 “Compensation Tables – Assumed Termination for Death, Disability or Retirement” for information regarding the amounts each of them would be eligible to receive upon a qualifying retirement that occurred December 31, 2017. The Executive Compensation Committee may accelerate equity vesting upon an NEO’s termination at its discretion.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 offsetsshould offset the lack of such plans.plans, though we retain discretion on whether or not to accelerate equity awards in connection with retirement.

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.

Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant. Messrs.Mr. Milton Cooper Ross Cooper and Jamieson did not participate in the Company’s Executive Severance Plan for 2017 but Messrs. Ross Cooper and Jamieson began participating in the Company’s Executive Severance Plan in 2018.2019.

RETIREMENT PLANS
We maintain a 401(k) retirement plan (the “401(k) Plan”) in which substantially all employees, including our NEOs, are eligible to participate. The 401(k) Plan permits participants to defer up to a maximum of 100% of their eligible base salary compensation, up to the federal limit. The Company currently makes matching contributions on a dollar-for-dollar basis to all employees contributing to their 401(k) accounts and who have completed one year of employment with the Company, of up to 5% of the employee’s base salary compensation (and subject to a maximum of $8,500 for highly compensated employees). 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. Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection

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