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:

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]
Check the appropriate box:
[   ]x		Preliminary Proxy Statement

[   ]o

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

[X]o

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):

Payment of Filing Fee (Check all boxes that apply):
[X]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

---

Table of Contents

Notice of ContentsAnnual Meeting of Stockholders

---

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

We cordially invite you to attend the 2022 annual stockholders’ meeting of Kimco Realty Corporation, a Maryland corporation (the “Company”).Corporation

Annual Meeting Proposals

date:1. Election of eight directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify		April 26, 2022See page 11
time: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:Place:		Online only at: www.virtualshareholdermeeting.com/KIM2024
Record Date:		www.virtualshareholdermeeting.com/KIM2022
record date:		The close of business on March 1, 202212, 2024

At the 2022 annual meeting, stockholders as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

1		2		3		4
Election of eight directors to serve for a term ending at the 2023 annual meeting of stockholders and until their successors are duly elected and qualify		Advisory resolution to approve the Company’s executive compensation (“Say-on-Pay”) as described in the Proxy Statement		Ratification of the appointment of Pricewaterhouse Coopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022		Such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof

All stockholders are cordially invitedIf you plan to attend the 2022 annual meeting, which2024 Annual Meeting of Stockholders (the “Annual Meeting”) online, you will be conducted via a live webcast. The Company is excited to again embraceneed the environmentally-friendly virtual meeting format, which it believes will enable increased stockholder attendance and participation. 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 of the 2022 annual meeting by visiting www.virtualshareholdermeeting.com/KIM2022.KIM2024. The Company will respond to as many inquiries at the 2022 annual meeting 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 2022 annual meeting online,Annual Meeting. If you later vote at the Annual Meeting, your previously submitted proxy or voting instructions will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. The 2022 annual meeting will begin promptly at 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.not be used.

YOUR VOTE IS IMPORTANT TO US.Whether or not you plan to attend the 2022 annual meeting,Annual Meeting, please authorize a proxy to vote your shares as soon as possible to ensure that your shares will be represented at the 2022 annual meeting.Annual Meeting.

By OrderOn behalf of the Board of Directors

Bruce M. Rubenstein

Executive Vice President, General Counsel and Secretary

March 16, 202225, 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 2022 annual meeting.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 16, 202225, 2024 and provide access to our proxy materials over the Internet, beginning on March 16, 2022,25, 2024, for the holders of record and beneficial owners of our Common Stockcommon 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 Statementproxy 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.

kimcorealty.com

2024 Proxy Statement

i

Table of Contents

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.

500 North Broadway, Suite 201 Jericho, NY 11753-2128ii

Kimco Realty

kimcorealty.com

---

Table of Contents

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

kimcorealty.com

2024 Proxy Statement

iii

Table of Contents

This page is intentionally left blank.

Table of Contents

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.

	TABLE OF CONTENTS
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

kimcorealty.com

2024 Proxy Statement

1

Table of Contents

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 March 2024 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.
		2022 PROXY STATEMENT AT A GLANCE

Total Return Performance Indexed to 100

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

2

Kimco Realty

kimcorealty.com

04Table of Contents

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®.

kimcorealty.com

2024 Proxy Statement

3

Table of Contents

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.

4

Kimco Realty

kimcorealty.com

PROPOSAL IELECTION OF DIRECTORSTable of Contents

18

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	DIRECTOR INDEPENDENCE    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
23
Board Oversight	CORPORATE GOVERNANCE    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
24
Accountability and Best-In-Class Governance Practices	COMMITTEES OF THE BOARD OF DIRECTORS	25	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)
	EXECUTIVE OFFICERS

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

kimcorealty.com

282024 Proxy Statement

5

	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
	COMPENSATION DISCUSSION AND ANALYSIS	32
	COMPENSATION TABLES	43
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	52
	AUDIT COMMITTEE REPORT	53
	PROPOSAL 2 ADVISORY RESOLUTION TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION	54
	INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	55
	PROPOSAL 3RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	56
	OTHER MATTERS	57
	ANNEX A	58

---

Table of Contents

2022 PROXY STATEMENT AT A GLANCE

The following executive summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the entire Proxy Statement for more information about these topics prior to voting.

Annual MeetingTable of Stockholders:Contents

PROPOSAL

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.		BOARD’S VOTING RECOMMENDATION		PAGE REFERENCES (for more detail)Mary Hogan Preusse Lead Independent Director
		date:			April 26, 2022		Election • Lead Independent Director since 2020 • Chair of Directors		FOR EACH NOMINEE		18
time:		10:00 a.m. (Eastern time)		Advisory Resolution to Approve Executive Compensation		FOR		54
place:		Online only at: www.virtualshareholdermeeting.com/KIM2022
record date:		The close of business on March 1, 2022		Ratification of Independent Accountants		FOR		56Nominating & Corporate Governance Committee • Extensive experience in public company governance, the REIT industry and real estate management

PARTICIPATE IN THE ANNUAL MEETINGDirector Independence

DueOur 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 the potential travel and community gathering impacts of COVID-19,past employment or affiliation with the Company will again be utilizing an online format foror its independent registered public accounting firm. These categorical standards meet, and in some areas exceed, the 2022 annual meeting. You can accesslisting standards of the virtual annual meetingNYSE. 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.virtualshareholdermeeting.com/KIM2022. By hostingwww.kimcorealty.comand are available in print to any stockholder who requests them. The Board of Directors affirmatively determined that the 2022 annual meeting online, the Company is able to communicate more effectively with its stockholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall safety for bothfollowing directors are independent of the Company and its stockholders. This approach also aligns withmanagement under the Company’s broader sustainability goals. The virtual meeting has been designed to providestandards set forth in the same rights to participate as you would havecategorical 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 an in-person meeting.

If you plan to attend the 2022 annual meeting online, you2024 Annual Meeting of Stockholders (the “Meeting”) will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. The 2022 annual meeting will begin promptly at 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

4	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

DIRECTOR NOMINEES (PROPOSAL 1)

We are requesting that the stockholders elect the nominees for director (listed below) to serve until the 2023 annual meeting2025 Annual Meeting of stockholdersStockholders and until their respective successors are duly elected and qualify.

Director Attendance

The Board of Directors recommends a vote FOR each nominee.

										Committee						Experience
		AGE		DIRECTOR SINCE		INDEPENDENT		AUDIT		EXECUTIVE COMPENSATION		NOMINATING AND CORPORATE GOVERNANCE		BUSINESS LEADERSHIP		REIT/ REAL ESTATE		PUBLIC COMPANY EXECUTIVE		INVESTMENT/ FINANCIAL		ENVIRONMENTAL, SOCIAL & GOVERNANCE		LEGAL		RISK OVERSIGHT		CYBER SECURITY
Milton Cooper		93		1991
Philip E. Coviello		78		2008
Conor C. Flynn		41		2016
Frank Lourenso		81		1991
Henry Moniz		57		2021
Mary Hogan Preusse		53		2017
Valerie Richardson		63		2018
Richard B. Saltzman		65		2003

  Member      Chair

Attendance:met seven times in 2023. During 2021,2023, 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 which such director served.these matters and discussions on each of the covered topics.

6

Kimco Realty Corporation 2022 PROXY STATEMENT

5kimcorealty.com

---

Table of Contents

Governance at Kimco

Table of Contents

BOARD COMPOSITION

Stock Ownership Guidelines

The following charts showCompany 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 compositionsatisfaction of the eight director nominees by age, tenure, genderownership guidelines include shares owned outright, shares jointly owned, restricted shares and racial or ethnic diversity. More information about our process for evaluatingshares held in a 401(k)-retirement plan. Directors and NEOs have five years from the compositiondate 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 role of diversity in recommending candidatesexercise price for a director position can be found on page 27.options, as applicable) until he or she meets the applicable stock ownership threshold.

* The four Board members identified as diverse do not overlap in either gender diversityNo Hedging or race / ethnicity diversity.

6	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

CORPORATE GOVERNANCE HIGHLIGHTS

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 TRANSACTIONSPledging Transactions

We have a policy prohibiting all directors and named executive officers (“NEOs”)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, par value $0.01 per share (“Common Stock”), in any pledging transactions.

COMPENSATION CLAWBACK POLICYClawback Policy

We may seek repaymentThe Company has adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of cash1934, as amended, and equity incentivethe 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 paidthat was erroneously received during the three years preceding the date that the Company is required to NEOsprepare 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 event of a material misstatementcontext of the Company’s financial results whereBoard as a whole, to recommend a group that can best continue the success of our Company.

Risk Oversight

Our Board of Directors oversees an NEO engaged in actual fraud or willful unlawful misconduct that materially contributedenterprise-wide approach to risk management designed to support the needachievement of organizational objectives, including strategic objectives, to restateimprove long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the Company’s financial results.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelinesrisks 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 directorsbusiness strategy, identifying and NEOsassessing the related risks and a stock retention requirement for directorsestablishing appropriate risk management practices. Our Board of Directors reviews our business strategy and NEOs who have not achieved the applicable stock ownership level. As of December 31, 2021, eachmanagement’s assessment of the directorsrelated risk and NEOs (other than Mr. Moniz) satisfied his or her individual stock ownership requirement. Mr. Moniz becamediscusses 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 directorwhole and meets with management at least quarterly to receive updates with respect to our operations, business strategies and the monitoring of the Company on January 12, 2021 and has until January 12, 2026 to meet the required ownership levels under the current stock ownership guidelines. See page 24 for a detailed discussion of our stock ownership guidelines.

EXECUTIVE 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

related risks. The Board of Directors believes that accountability to stockholders is a mark of good corporate governance and is criticalalso delegates oversight to the Company’s success. The Company regularly communicates with its stockholders throughout the year to better understand their views on a range of topicsAudit, Executive Compensation and to provide perspective on the Company’s environmental, socialNominating and governance (“ESG”) policies and practices.

During 2021, the Company met with approximately 48% of its top 50 stockholders (representing approximately 31%Corporate Governance Committees of the outstanding sharesBoard, for example, the Audit Committee is responsible for enterprise risk management. The risk oversight responsibilities of our Common Stock). Topicsthe committees of the Board are discussed included, but were not limited to, our organizational strategy, financial and operating performance, board composition and structure, executive compensation program and emissions reduction, climate change, and diversity, equity and inclusion (“DE&I”) initiatives. We solicited feedback from stockholders on these subjects and shared this dialogue with ourfurther in “Committees of the Board of Directors.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.

Kimco Realty Corporation 2022 PROXY STATEMENTkimcorealty.com

2024 Proxy Statement

7

---

Table of Contents

Governance at Kimco

TableCommittees of ContentsThe Board of Directors

BEST PRACTICE CORPORATE GOVERNANCE FEATURES

Audit Committee

WHAT WE DOCommittee 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.	DO maintain majority voting •  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 electionday-to-day risk management processes and reports directly to both the Board of directorsDirectors 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 uncontested electionsthis 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.

DO 8provide for annual election

Kimco Realty

kimcorealty.com

Table of all directorsContents

Governance at Kimco

Executive Compensation Committee

Committee Members	Key Responsibilities
	DO align pay and performance with a significant majority Valerie Richardson, Chair Philip E. Coviello Frank Lourenso Henry Moniz Mary Hogan Preusse Richard B. Saltzman Number of total compensation linked to the achievementmeetings in fiscal year 2023: 5 The Board has determined that each member of a balanced mix of Company and individual performance criteria tied to operational and strategic objectives established at the beginning of the performance period by the Executive Compensation Committee
	DO deliver a substantial portion is independent within the meaning of the valueCompany’s independence standards and applicable listing standards of equity awards in performance shares—if our total stockholder return for a performance period is less than the minimum threshold level, no shares are earned or issued with respect to the performance period
	DO maintain rigorous stock ownership guidelines for directors and NEOs
	DO maintain a clawback policy
	DO conduct annual assessments of compensation at risk
	DO provide stockholders the right to amend the Bylaws
	DO have anNYSE. The Executive Compensation Committee comprised solelyoperates under a written charter adopted by the Board of independentDirectors. 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
	DO retain •    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, that reports directly to the Executive Compensation Committee andPay 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
	DO provide caps 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 annual and long-term incentive plan awards
	DO provide continuing education for our Board
	DO have an annual offsite strategic review by the Board with management
	DO have an Environmental, Social and Governance (“ESG”) Steering Committee comprised of employee representatives throughout the Company to plan and coordinate the executionmeaning of the Company’s ESG program
	DO haveindependence standards and applicable listing standards of the NYSE. The Nominating and Corporate Governance Committee that reviewsoperates under a written charter adopted by the Board of Directors. A copy of the Nominating and monitorsCorporate Governance Committee Charter is available on the developmentCompany’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
	DO require any search firm •    Assists our Board in establishing criteria and qualifications for potential Board members •    Identifies and recruits high-quality individuals to includebecome 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 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

WHAT WE DON’T DO
	NO compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the Company
	NO tax gross-ups for any executive officers
	NO “single-trigger” change in control cash or equity payments
	NO re-pricing or buyouts of underwater stock options
	NO hedging or pledging transactions involving our securities
	NO guarantees of cash incentive compensation or of equity grants
	NO employment contracts with executive officers
	NO supermajority voting requirements
	NO stockholder rights plan (i.e., no “poison pill”)

8	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION (PROPOSAL 2)

We are requesting that the stockholders approve, on a non-binding, advisory basis, the compensation of the NEOs as described in this Proxy Statement. The Board of Directors recommends a vote FOR Proposal 2 as it believes that the 2021 compensation decisions are consistent with key objectives of Kimco Realty’s executive compensation program: to promote long-term performance through emphasis on the individual performances and achievements of our executive officers, commensurate with our business results, and to successfully execute our strategy to be the premier owner and operator of open-air, grocery-anchored shopping centers and mixed-use assets in the U.S. This proposal was supported by over 98% of the votes cast (which excludes abstentions and broker non-votes) in 2021. Please see the Compensation Discussion and Analysis, Summary Compensation Table for 2021 and other compensation tables and disclosures beginning on page 32 of this Proxy Statement for a full discussion of our executive compensation.

2021 PERFORMANCE HIGHLIGHTS

$818.6M	$706.8M	+149
NET INCOME AVAILABLE TO THE COMPANY’S COMMON SHAREHOLDERS	FUNDS FROM OPERATIONS AVAILABLE TO THE COMPANY’S COMMON SHAREHOLDERS (“FFO”)*	PROPERTIES ADDED THROUGH THE STRATEGIC MERGER WITH WEINGARTEN REALTY INVESTORS

8.7MSF	$2.3B	$1.2B
TOTAL PRO-RATA LEASING SQUARE FOOTAGE VOLUME	TOTAL IMMEDIATE LIQUIDITY, INCLUDING FULL $2.0B AVAILABLE ON UNSECURED REVOLVING CREDIT FACILITY	REMAINING OWNERSHIP INTEREST IN ALBERTSONS (NYSE: ACI)**

*  See Annex A starting on page 58 for the definition of FFO and a non-GAAP reconciliation of net income to FFO.

**  Ownership interest in Albertsons Companies Inc. (“Albertsons”) (NYSE: ACI), based upon closing price of ACI stock on December 31, 2021 at $30.19 per share.

Kimco Realty Corporation 2022 PROXY STATEMENT

9

---

Table of Contents

2021 fiscal year highlights:

2021 HIGHLIGHTS: ●   In August, completed the strategic merger with Weingarten Realty Investors (“the Merger”) further expanding Kimco Realty’s grocery-anchored portfolio and its presence in fast growing Sun Belt markets with the addition of 149 properties totaling 23.5 million square feet of gross leasable area (“GLA”). ●   Achieved total pro-rata occupancy of 94.4% as of December 31, 2021, representing a 50 basis-point increase year-over-year. ●   Ended the year with pro-rata anchor occupancy at 97.1%, up 40 basis points year-over-year and small shop occupancy at 87.7%, an increase of 160 basis points year-over-year. ●   Executed 1,540 leases totaling over 8.7 million square feet of GLA in the Company’s consolidated and joint venture operating portfolios during 2021. Achieved pro-rata rental rate leasing spreads of 6.5% with rental rates for new leases up 8.7% and renewals/options up 5.9%. ●   As of December 31, 2021, 80%annual assessment of the Company’s pro-rata annualized base rent (“ABR”) came from grocery-anchored shopping centers, with a goal of reaching 85% of ABR by 2025.

2021 HIGHLIGHTS:Board’s performance ●   Produced net income available to the Company’s common shareholders of $818.6 million, or $1.60 per diluted share,•    Reviews committee membership and recommends nominees for the year ended December 31, 2021 compared to $975.4 million, or $2.25 per diluted share, for the year ended December 31, 2020. ●   Achieved FFO of $1.38 per diluted share for the year ended December 31, 2021, compared to $1.17 per diluted share for the year ended December 31, 2020. ●   Recognized 8.8% growth in same property Net Operating Income (“NOI”)* for the year ended December 31, 2021, due to the strong recovery in tenant health resulting in improved credit loss. ●   $2.3 billion in immediate liquidity, including full $2.0 billion available on the Company’s unsecured revolving credit facility. ●   In the fourth quarter, achieved Look-Through Net Debt to EBITDA* which includes the pro-rata portion of joint venture debt and perpetual preferred stock outstanding of 6.6x, the lowest level reported since the Company began disclosing this metric. ●   Issued $500 million of 2.250% notes due 2031, which represents the lowest coupon for ten-year unsecured notes issued by the Company in its history. ●   Exceeded the upper endeach committee of the annualized cost synergy ranges of $35 million to $38 million on a GAAP basis and $31 million to $34 million on a cash basis in connection with the Merger.

2021 HIGHLIGHTS: ●   Raised our 2025 target for multi-family unit entitlements from 10,000 to 12,000 units. As of December 31, 2021, the Company has approximately 6,000 entitlements for apartment units, 900 for hotel keys and 909,000 square feet for office space. ●   Completed 12 redevelopment projects during 2021. All 12 projects totaled $44.8 million with a blended return of 12%. ●   Committed $176.2 million through our structured investment program. ●   Acquired the remaining interest in nine grocery-anchored properties from the Company’s existing joint venture partners and formed a new joint venture partnership with Blackstone (“BREIT”) under which both Kimco Realty and BREIT will own 50% of a portfolio of six Publix-anchored Sun Belt shopping centers. ●   Ended the year with the Company’s investment in Albertsons Companies Inc. (NYSE: ACI) common stock valued at over $1.2 billion.Board

*kimcorealty.com

See Annex A starting on page 58 for the respective definitions and non-GAAP reconciliations.2024 Proxy Statement

9

10

Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

Governance at Kimco

Table of Contents

2021 COMPENSATION AWARDED

The table below summarizes the total compensation awarded to each NEO (see pages 32 through 51 of this Proxy Statement for further detail) with respect to 2021.

NAME	SALARY ($)	STOCK AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	ALL OTHER COMPENSATION ($)	TOTAL ($)
Milton Cooper	750,000	1,836,355	1,600,000	3,702	4,190,057
Conor C. Flynn	1,000,000	5,963,854	3,500,000	24,284	10,488,138
Ross Cooper	700,000	1,848,807	1,350,000	27,337	3,926,144
Glenn G. Cohen	675,000	1,848,807	1,300,000	24,094	3,847,901
David Jamieson	675,000	1,848,807	1,300,000	13,417	3,837,224

SIGNIFICANT PORTION OF PAY IS PERFORMANCE-BASED & AT RISK*

Consistent with our executive compensation program, the significant majority of the total compensation awarded with respect to 2021 for our CEO, Mr. Flynn,Certain Relationships and all other NEOs was performance-based, commensurate with business results, and “at risk” unless such business results were achieved, as illustrated below. See page 37 for a discussion of the components of our executive compensation program.

 

* Amounts are based on the Summary Compensation Table for 2021 on page 43, excluding the portion of Mr. Milton Cooper’s 2020 bonus that was awarded in 2021 in the form of a stock award.

Kimco Realty Corporation 2022 PROXY STATEMENT

11

---

Table of Contents

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM

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 focused on building a thrivingavailable through the Investors/Governance/Governance Documents section of the Company’s website located at www. kimcorealty.com and viable business, oneis available in print to any stockholder who requests it.

Our Corporate Governance Guidelines provide that succeeds by delivering long-term value for our stockholders. 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.

 

Thethe 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, monitoring (i) the developmentwhere appropriate, approving major changes in 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)determinations under the Company’s progress against those goals. David Jamieson, the Company’s Executive Vice PresidentCorporate Governance Guidelines, Code of Conduct and Chief Operating Officer, is responsible for overseeing the implementation of program initiatives on a daily basis, and Conor Flynn, the Company’s CEO, receives regular updates on program progress and oversees the implementation of all enterprise initiatives in this area.other Company policies. The individual component of each of Mr. Jamieson’s and Mr. Flynn’s 2021 annual bonus includes an assessment of his individual contributions towards the ESG program. In 2021, the Company hired a Senior Director of ESG who is fully dedicated to leading and driving ESG strategies, programs, and initiatives across the organization. Additionally, the Company has an established ESG Steering Committee, a cross-functional and diverse committee comprised of employee representatives throughout the Company,Corporate Governance Guidelines also provide that plans and coordinates the execution of the ESG program. The ESG Steering Committee meets monthly and is responsible for regularly reviewing and recommending strategic priorities and goals to management and reporting to the Board of Directors on a quarterly basis.

12	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Tablehas the responsibility to ensure that the Company’s business is conducted with the highest standards of Contentsethical conduct and in conformity with applicable laws and regulations.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM

The Company has establishedPursuant to the following five pillarsAudit 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 ESG program,review and approval or ratification of a related-party transaction for which outlinedisclosure is required, the strategic priorities in this space. This framework was enhanced in February of 2021 with 16 newly defined, comprehensive ESG goals. These goals expand upon our commitment with clear targets in each pillar:

ESG PILLARS			COMPREHENSIVE ESG GOALS
Communicate Openly with Our Stakeholders: Maintain regular engagement with key stakeholder audiences, reporting accurate information on issues of relevance to those audiences.			●   Regularly engage with key stakeholders and annually report relevant ESG Information in alignment with leading disclosure standards
Embrace the Future of Retail: Foster a sense of place at our shopping centers, creating people-centered properties that are more convenient and accessible.			●   Construct or entitle at least 12,000 residential units by 2025, as part of our effort to create quality mixed-use live-work-play environments ●   Establish Curbside Pickup infrastructure at 100% of all qualified locations by 2025 ●   Establish dedicated space for the activation of outside common areas at 20% of properties by 2030 ●   Establish low-carbon transportation infrastructure at 25% of properties by 2025
Engage Our Tenants and Communities: Help our tenants succeed and be a positive presence in the communities where we operate and live.			●   Maintain an average tenant satisfaction rate of at least 80% ●   Give $1.0 million annually in cash and in-kind contributions to support small businesses and charitable causes in the communities in which we operate
Lead in Operations and Resiliency: Maximize efficiency of operations and protect our assets from disruption by climate, security and other disruptions.			●   Invest $500.0 million in eligible Green Bond projects by 2030 ●   Reduce Scope 1 and 2 GHG emissions by 30% from 2018 to 2030 and achieve net zero by 2050. Partner with tenants to quantify and reduce emissions, establishing a Scope 3 goal by 2025 ●   Improve common area water efficiency at properties by 20% by 2025 ●   Achieve 50% waste diversion rate for waste-to-landfill in our corporate offices by 2025 ●   Establish a comprehensive Vendor Business Practices Policy and expand supply chain reporting
Foster an Engaged, Inclusive andEthical Team: Cultivate high levels of employee satisfaction and improve all levels of the organization.			●   Maintain an average employee satisfaction rate of at least 90% ●   Increase the proportion of diverse employees in management to 60% by 2030, by developing programs to recruit, develop and retain diverse talent and promoting a culture of inclusion ●   Provide 100% of employees with individual development opportunities and maintain a voluntary turnover rate below 10% annually ●   Achieve 75% participation in employee well -being programs annually

Kimco Realty Corporation 2022 PROXY STATEMENT

13

---

Table of Contents

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM

2021 ESG HIGHLIGHTS

●	Recognized by the Global Real Estate Sustainability Benchmark, earning the distinguished Green Star designation for the eighth consecutive year and placing first in our peer group (US Retail – Strip Malls).
●	Included in the Dow Jones Sustainability North America Index for the seventh consecutive year.
●	Included in the Russel “FTSE4Good” Index Series.
●	Set 16 comprehensive, newly defined ESG goals, including a Science Based Target for Scope 1 and 2 GHG reduction (certified by SBTi), and a target to increase diversity in management.
●	Awarded the “Great Place to Work” certification four years consecutively, honoring the culture the Company provides to employees on a daily basis.
●	Hired the Senior Director of ESG, a fully dedicated resource focused on driving ESG strategy, programs, and initiatives.
●	Published a comprehensive, stand-alone ESG presentation on our website focused on engaging our investors and other stakeholders.
●	Launched two sub-committees to the ESG Steering Committee; the Communications Sub-committee is focused on cross-audience communications, and the ESG Capital Improvements Sub-committee is focused on capital improvement planning to help the Company achieve Science-Based Targets and efficiency goals.
●	Launched four KIMunity Councils in addition to the Company’s existing Diversity, Equity, and Inclusion Council, focused on achieving the Company’s ESG goals surrounding Sustainability, Giving, Wellness, and Tenant Engagement.
●	Regularly engaged with leadership team and Board of Directors on ESG topics, programs, and progress.
●	Conducted regular interactive trainings, so employees have clarity with respect to our values and culture.
●	Acquired feedback from our associates through third-party, anonymous survey tools to learn how we can be even better, and several of our programs today are a result of the valuable input received.

		ESG Disclosure Roadmap
		The Company is committed to having best-in-class ESG disclosure and has aligned its annual reporting with standards from the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) (now known as the Value Reporting Foundation) and Task Force on Climate-related Financial Disclosures (TCFD). The Company also discloses information on its EEO-1 Report that can be found on the Company’s website. 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.			Responsibility Report Based on the Global Reporting Initiative (GRI) standard, summarizes environmental and social performance.

(1)

The information contained in our Corporate Responsibility Report does not constitute part of this Proxy Statement.

14	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

RATIFICATION OF INDEPENDENT ACCOUNTANTS (PROPOSAL 3)

We are requesting thatAudit Committee routinely considers: the stockholders ratify the appointmentnature of the Company’s independent registered public accounting firm forrelated-person’s interest in the year ending December 31, 2022. The Board of Directors recommends a vote FORtransaction; the ratificationmaterial terms of the appointment of PricewaterhouseCoopers LLP astransaction; the Company’s independent registered public accounting firm for the year ending December 31, 2022. 

TYPE OF FEES	2021	2020
Audit Fees(1)	$3,091,723	$1,952,450
Audit-Related Fees(2)	$65,000	$152,550
Tax Fees	-	-
All Other Fees(3)	$900	$2,700
Total	$3,157,623	$2,107,700

⁽¹⁾ Audit fees include all fees for services in connection with (i) the annual integrated auditimportance of the Company’s fiscal 2021 and 2020 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 2021 and 2020, (iv) the Merger, (v) ongoing consultations regarding accounting for new transactions and pronouncements and (vi) out of pocket expenses.

⁽²⁾ Audit-related fees for the year 2021 consisted of fees billed for audit and testing procedures relatingtransaction to the green bond attestation report. Audit-related fees for the year 2020 consisted of fees billed for auditrelated person and testing procedures relating to the implementation of the Company’s new operating and accounting software system during 2020.

⁽³⁾ All other fees consisted of fees billed for other products and services. The fees relate to a publication subscription service and software licensing for accounting and professional standards.

Kimco Realty Corporation 2022 PROXY STATEMENT

15

---

Table of Contents

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS to be held on April 26, 2022

We are providing you with this Proxy Statement in connection with the solicitation of proxies to be exercised at the 2022 Annual Meeting of Stockholders (the “Meeting”) of Kimco Realty Corporation, a Maryland corporation. Due to the potential travel and community gathering impacts of COVID-19, the Company is again utilizing an online format for the 2022 annual meeting. You can access the virtual annual meeting at the meeting time at www.virtualshareholdermeeting.com/KIM2022. By hosting the Meeting online, the Company is able to communicate more effectively with its stockholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall safety for both the Company and its stockholders. This approach also aligns with the Company’s broader sustainability goals. The virtual meeting has been designedextent to providewhich such transaction would impair the same rightsjudgment of a director or executive officer to participate as you would have at an in-person meeting. If you plan to attendact in the Meeting online, you will needbest interest of the 16-digit control number included in your Notice, on your proxy card or onCompany; and any other matters deemed appropriate by the instructions that accompany your proxy materials. The 2022 annual meeting will begin promptly at 10:00 a.m. (Eastern Time). Online check-in will begin at 9:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures. 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. As usedAudit Committee. All related-party transactions described in this Proxy Statement “we,” “us,” “our,” “Kimco Realty” orhave 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” refersCompany’s property interests. The Company receives fees and proceeds related to Kimco Realty Corporation.these joint ventures and partnerships from time to time.

This solicitation is made byFamily Relationships

Ross Cooper, President and Chief Investment Officer of the Company, on behalfis 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 (the “Boardpaid brokerage commissions of Directors” or the “Board”). Costs of this solicitation will be borne$0.5 million to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned 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,believes that the brokerage firms and other custodians, nominees and fiduciariescommissions paid were at or below the customary rates for reasonable expenses incurred by them in sending proxy materials to stockholders. The Company will pay fees of approximately $12,500 to Alliance Advisors, L.L.C. for soliciting proxies on behalf of the Company.

Holders of our Common Stock at the close of business on March 1, 2022, the record date, may (virtually) 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 617,914,897 shares of Common Stock issued and outstanding. The presence at the Meeting, in person (virtually) 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.

VOTING INSTRUCTIONS

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 April 25, 2022.

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.such leasing services.

1610

Kimco Realty Corporation 2022 PROXY STATEMENT

kimcorealty.com

---

Table of Contents

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:

FOR the election of all nominees for director (see Proposal 1); FOR the resolution to approve, on a non-binding, advisory basis, the Company’s executive compensation (see Proposal 2); FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (see Proposal 3); 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. 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. 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

With respect to Proposal 1, you may vote FOR, AGAINST or ABSTAIN for each nominee. The nominees receiving a majority1: Election of the votes cast will be elected as directors (i.e., the number of votes cast for a nominee must exceed the number of votes against that nominee). Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote for Proposal 1.Directors

With respect to Proposals 2 and 3, you may vote FOR, AGAINST or ABSTAIN. Abstentions and broker non-votes, if any, are not votes cast and will have no effect on the result of the vote for Proposals 2 and 3.

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.

Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORSOur 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.

INFORMATION REGARDING NOMINEESWe 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.

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.

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:

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.

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:

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.

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 COOPERMilton Cooper Co-Founder, Executive Chairman Age: 93 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 fivesix 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 fivesix decades of executive leadership experience, make Mr. Cooper a highly effective Executive Chairman of the Board of Directors.

18	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

PHILIPPhilip E. COVIELLOCoviello Director (Non-Management), Chair of Audit Committee Age: 78 80 Director Since: 2008

Philip E. Coviello has been a Director of the Company since May 2008. Mr. Coviello serves as the Chaira member 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 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 transactions 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 to the Company’s Audit Committee are bolstered by his service as Chair of the Audit Committee of Getty Realty Corporation.

Table of Contents

CONORConor C. FLYNNFlynn Chief Executive Officer and Director Age: 41 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 on their Executive Board,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 (“ULI”), a trustee of the International Council of Shopping Centers (“ICSC”) and a member of ICSC’s executive board.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.

Kimco Realty Corporation 2022 PROXY STATEMENT

19

---

Table of Contents

FRANK LOURENSOFrank Lourenso Director (Non-Management) Chair of Executive Compensation Committee Age: 81 83 Director Since: 1991

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

Table of Contents

HENRY MONIZHenry Moniz Director (Non-Management) Age: 57 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 Facebook (now Meta)Meta Platforms, Inc. (formerly Facebook) as Chief Compliance Officer in February of 2021.2021 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 ViacomCBSParamount Global from 2004 - 2021,-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 ViacomCBS,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.

20	Kimco Realty Corporation 2022 PROXY STATEMENT

---

Table of Contents

MARY HOGAN PREUSSEMary Hogan Preusse Lead Director (Non-Management) Chair of Nominating & Corporate Governance Committee Age: 53 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. 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. 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.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 andfor the InvestorNareit Investment Advisory Council, for Nareit, 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.

Table of Contents

VALERIE RICHARDSONValerie Richardson Director (Non-Management), Chair of the Executive Compensation Committee Age: 63 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 Executive Compensation 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 2021.2021 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 prospectiveperspective 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.

Kimco Realty Corporation 2022 PROXY STATEMENT

21

---

Table of Contents

RICHARDRichard B. SALTZMANSaltzman Director (Non-Management), Chair of Audit Committee Age: 65 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 Audit, 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 and Advisory Board Member 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 RXR Acquisition Corp. and 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.

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

Table of Contents

GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

TERM OF OFFICE

All directors of the Company elected at the Meeting will serve terms ending at the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualify.

ATTENDANCE AT BOARD OF DIRECTORS, COMMITTEE MEETINGS AND 2021 ANNUAL MEETING.

The Board of Directors met nine times in person (virtually) or telephonically in 2021. During 2021, each current director attended 100% of the aggregate of the total meetings of the Board and of the committees of the Board on which such person served. The Company encourages directors to attend each annual meeting of stockholders, and all of the directors then serving on the Board of Directors were in attendance (virtually) at the 2021 Annual Meeting of Stockholders held on April 27, 2021. Our director attendance policy is included in our Corporate Governance Guidelines, which are available on the Company’s website located at www.kimcorealty.comand 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, 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.

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 located at www.kimcorealty.comand 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 31, 2022. 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 directors are independent of the Company and its management under the standards set forth in the categorical standards and the NYSE listing standards:

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 52.

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.

Table of Contents

CORPORATE GOVERNANCE

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 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 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 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.

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 2021, the Company met with approximately 48% of its top 50 stockholders (representing approximately 31% of the outstanding shares of our Common Stock). Topics discussed included our organizational strategy, financial and operating performance, board composition and structure, executive compensation program and emissions reduction, climate change, and DE&I initiatives. We solicited feedback from stockholders on these subjects and shared this dialogue with our Board of Directors.

STOCK OWNERSHIP GUIDELINES

The Company has stock ownership guidelines for directors and NEOs that require each director and NEO to own shares of our Common Stock. Under the guidelines, all current directors and NEOs 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. Please refer to 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 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.

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. All of our directors and executive officers are currently in compliance with the stock ownership requirements, except for Mr. Henry Moniz, who was elected to the Board of Directors on January 12, 2021 and has until January 12, 2026 to meet the required ownership levels.

DIRECTOR CONTINUING EDUCATION

The Company maintains a program of continuing education for directors. In 2021, directors participated in customized Company-sponsored sessions on business-related topics, corporate governance matters, SEC rule changes, and other current topics such as ESG, DE&I, 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.

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.

(C) ChairCompensation of Directors

● MemberNon-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.

Table of Contents

Messrs. Coviello, Lourenso, Moniz and Saltzman and Mses. Hogan Preusse and Richardson are each an “audit committee financial expert,” as determined by the Board of Directors⁽¹⁾ Restricted stock awards vest in accordance with Item 407(d)(5) of Regulation S-K, and Messrs. Coviello, Lourenso, Moniz and Saltzman and Mses. Hogan Preusse and Richardson are each “independent”20% increments over a five-year period from the Company as defined by the current listing standardsdate of the NYSE.

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.comand is available in printgrant, subject to any stockholder who requests it.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities as related to the Company’s risk management processes. The Board of Directors and Audit Committee oversee:

The Audit Committee receives regular reports from management regarding the Company’s assessment of risks. In addition, 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, 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. The Audit Committee works with management to adopt and annually review a code of conduct designed to support the highest standards of business ethics. The Company’s Code of Business Conduct and Ethics (“Code of Conduct”) is available on the Company’s website located at www.kimcorealty.comand is available in print to any stockholder who requests it.

The Board of Directors has established an Executive Compensation Committee, comprised solely of independent directors to:

More specifically, the Executive Compensation Committee annually reviews and approves corporate goals and objectives relevant to the total direct compensation of the CEO and the other NEOs, including changes in base salary, bonus and equity awards. The Executive Compensation Committee also reviews the performance of the CEO and the other NEOs against these goals and objectives and, based on its evaluation, approves their total direct compensation. The details of the processes and procedures involved are described in the Compensation Discussion and Analysis beginning on page 32.

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.comand is available in print to any stockholder who requests it.

The Executive Compensation Committee has retained an independent compensation consultant, Pay Governance LLC (“Pay Governance”), which performs no other services for the Company. With input from Pay Governance and management, the Executive Compensation Committee reviewed the design and operation of the Company’s incentive compensation arrangements, including the performance objectives and target levels used in connection with incentive awards, and evaluated the relationship between the Company’s risk management policies and practices and these arrangements.

As a result of this review, the Executive Compensation Committee and the Board of Directors has determined that the Company’s compensation policies and practices are not

Table of Contents

reasonably likely to have a material adverse effect on the Company because they do not encourage the Company’s employees to take excessive or unnecessary risks. The Executive Compensation Committee believes that the combination of the Company’s (i) balanced approach to compensation, (ii) reliance on a variety of performance measures and (iii) use of both quantitative and qualitative assessments of performance reflected in the Company’s compensation program is consistent with the Company’s objectives and risk profile. Accordingly, the performance objectives in the Company’s annual incentive compensation plan are balanced with those contained in the Company’s long-term incentive compensation plan to ensure that both are aligned and consistent with the Company’s long-term business objectives. The Company’s mix of equity-based awards has been allocated to ensure an appropriate combination of incentive and retention objectives, and the Company has established stock ownership guidelines to ensure that the interests of the Company’s executive officers are aligned with the interests of the Company’s stockholders.

In reaching its conclusion that the Company’s compensation policies and practices do not encourage excessive and unnecessary risk taking, the Executive Compensation Committee considered several factors including salaries, bonuses and equity awards. There is an annual performance-based bonus program for employees other than NEOs that provides a discretionary award based on their respective levels in the Company, individual performance and overall Company performance. While the Company’s bonus program for its leasing personnel is tied to individual production for new lease deals and renewals, management believes that this fairly incentivizes leasing personnel without being excessive. In addition, executive bonuses and equity awards are based on certain performance measures (established by the Executive Compensation Committee and management) including, but not limited to, Adjusted FFO, Recurring EBITDA, leverage metrics, results from operations, contributions from real estate investment programs, individual performance and enterprise-wide performance. The Company’s long-term equity awards consist of performance shares and restricted stock. These awards are intended to further link recipient and stockholder interests. The Company’s benefits and retirement plans are not linked to performance. The Company’s Executive Severance Plan provides severance protections to certain of its NEOs. Since there are no performance-based aspects of these severance arrangements, and the Company generally retains the ability to terminate an executive “for cause” without triggering severance, the Executive Compensation Committee does not believe these agreements encourage excessive risk taking. The Executive Compensation Committee believes it is not overly reliant on any single measure of performance and assesses actual results against each performance measure and takes into account overall performance compared to targets. In addition to the quantitative performance measures, the Executive Compensation Committee also assesses the broader business environment and relative performance of the Company in order to evaluate individual performance.continued service. Beginning in 2022, the Company has apportioned 10%2024, non-employee directors may receive an award of each NEO’s annual bonus opportunity to specific strategic ESG goals. Finally, the ExecutiveLTIP Units (as defined below) in lieu of a restricted stock award.

Non-Management Director Compensation Committee considers changes in the business, industry and capital markets environment in determining compensation policies and practices.

All of the members of the Nominating and Corporate Governance Committee are independent directors. The functions of the Nominating and Corporate Governance Committee include recommending candidates for annual election to the Board of Directors and the filling of vacancies on the Board of Directors that may arise from time-to-time and senior management succession. 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 of Directors, as well as candidates recommended by stockholders. Such recommendations should include the name and 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 of the Company. 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.

As described in the Company’s Corporate Governance Guidelines, 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. 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/ethinically diverse candidates in all director candidate pools.

The Board of Directors and Nominating and Corporate Governance Committee take into account many factors in recommending candidates for a director position.

These factors include, but are not limited to:

Table of Contents

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.

Service as a member of the Board of Directors 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. Specifically, members of the Board of Directors should not sit on more than five public company boards (including our own) and members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two other public companies at the same time as they are serving on the Audit Committee of the Company. Service on other boards and/or committees should also be consistent with the Company’s conflict of interest policies and reviewed annually.

The Nominating and Corporate Governance Committee is responsible for reviewing, monitoring, and reporting to the Board of Directors, the progress and implementation of the goals established for the Company’s ESG program. The Nominating and Corporate Governance Committee is also charged with ensuring the Company’s compliance with all NYSE listing requirements. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors. Copies of the Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are available on the Company’s website located at www.kimcorealty.comand are available in print to any stockholder who requests either document.

EXECUTIVE OFFICERS2023

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

⁽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 executive officersdollar 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 asin 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 March 16, 2022.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.

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 of Directors following the 2022 Annual Meeting of Stockholders.Meeting.

Please see Proposal 1 – Election of Directors – Information Regarding Nominees starting on page 1816, for information regarding Milton Cooper and Conor C. Flynn.

ROSS COOPER was elected

		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.

kimcorealty.com

2024 Proxy Statement

21

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 acquisitionexecutive compensation, as disclosed in this Proxy Statement. Our Board of Directors is committed to corporate governance best practices and disposition strategy. Mr. Cooper is alsorecognizes 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:

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 voting memberSay-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 Investment Committee, which approves all new investments, development projectsnamed 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 property dispositions. Mr. Cooper joinedExchange 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, in 2006, and prior to his current role, he also served as Vice Presidentthe Board 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,Directors or the Executive ChairmanCompensation 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 Board of Directors.

GLENN G. COHEN was elected Chief Financial Officerstockholders, and the Executive Compensation Committee will consider the outcome of the Company in June 2010, and continues as Treasurer,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 position he has held since 1997. Mr. Cohen is also a voting membermajority of the Company’s Investment Committee, which approves all new investments, development projectsvotes cast on the proposal. For purposes of this advisory resolution, abstentions and property dispositions. Mr. Cohen directsbroker 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 financial and capital strategy and oversees the day-to-day accounting, financial reporting and planning, tax, treasury 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 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 Corporationexecutive compensation.

Table of ContentsCompensation Discussion & Analysis

in 1995 as Director of Accounting and Taxation, Mr. Cohen served as Chief Operating Officer and Chief Financial OfficerNamed Executive Officers

Our Compensation Discussion & Analysis (“CD&A”) describes Kimco’s 2023 executive compensation program 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 is a native Long Islander, 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 National Association of Real Estate Investment Trusts (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 was elected 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.its named executive officers, or NEOs, listed below:

TableOur Compensation Philosophy

Our compensation program is designed to attract, motivate and retain executives who are capable of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

The table below sets forth certain information available to the Company, as of March 1, 2022, with respect to shares of its Common Stock and Class L and Class M Cumulative Redeemable Preferred Stock (i) held by those persons known to theleading our Company to achievement of our key strategic goals, to be competitive with comparable employers and to align the beneficial owners (as determined under the rulesinterests of the SEC)management with those 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 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, Inc. (“Vanguard”) reporting ownership of these shares as of December 31, 2021. As reported in such Schedule 13G/A, Vanguard has shared voting power with respect to 1,407,497 shares, sole dispositive power with respect to 94,445,812 shares and shared dispositive power with respect to 3,010,618 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, 2021. As reported in such Schedule 13G/A, BlackRock has sole voting power with respect to 48,105,016 shares and sole dispositive power with respect to 55,140,654 shares.

Table of Contents

⁽⁴⁾ The Company has received a copy of Schedule 13G as filed with the SEC by Cohen & Steers, Inc. (“Cohen & Steers”) reporting ownership of these shares as of December 31, 2021. As reported in such Schedule 13G, Cohen & Steers has sole voting power with respect to 28,842,831 shares and sole dispositive power with respect to 45,452,882 shares.

⁽⁵⁾ The Company has received a copy of Schedule 13G/A as filed with the SEC by JPMorgan Chase & Co. (“JPMorgan”) reporting ownership of these shares as of December 31, 2021. As reported in such Schedule 13G/A, JPMorgan has sole voting power with respect to 28,227,189 shares and sole dispositive power with respect to 37,260,617 shares and shared dispositive power with respect to 2,047 shares.

⁽⁶⁾ 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, 2021. As reported in such Schedule 13G/A, State Street has shared voting power with respect to 30,938,216 shares and shared dispositive power with respect to 37,094,167 shares.

⁽⁷⁾ Does not include 39,520 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 490,248 shares held by a charitable remainder unitrust and 247,012 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 47,186 shares held in his 401(k) account, 5,381 shares held in an IRA account and 483,460 shares of restricted stock.

⁽⁸⁾ Includes 194 shares held by Mr. Flynn for his children. Includes options or rights to acquire 2,700 shares of Common Stock that are exercisable within 60 days of March 1, 2022 and 393,230 shares of restricted stock.

⁽⁹⁾ Excludes 412 shares held by Mr. Cohen’s children, as to all of which shares Mr. Cohen disclaims beneficial ownership. Includes 16,178 shares held in his 401(k) account and 142,190 shares of restricted stock.

⁽¹⁰⁾ Includes 2,100 shares held by Mr. Cooper for his children. Includes options or rights to acquire 3,125 shares of Common Stock that are exercisable within 60 days of March 1, 2022 and 201,370 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 options or rights to acquire 5,500 shares of Common Stock that are exercisable within 60 days of March 1, 2022, 3,307 shares held in an IRA account, 26,998 shares of restricted stock and 42,830 shares of deferred stock.

⁽¹²⁾ Includes 167,578 shares of restricted stock.

⁽¹³⁾ 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. 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 5,500 shares of Common Stock that are exercisable within 60 days of March 1, 2022, 85,000 shares held in an IRA account and 26,998 shares of restricted stock.

⁽¹⁴⁾ Includes options or rights to acquire 5,500 shares of Common Stock that are exercisable within 60 days of March 1, 2022, 26,998 shares of restricted stock and 71,788 shares of deferred stock.

⁽¹⁵⁾ Includes 26,998 shares of restricted stock.

⁽¹⁶⁾ Includes 28,982 shares of restricted stock.

⁽¹⁷⁾ Includes 15,074 shares of restricted stock.

Table of Contents

COMPENSATION DISCUSSION & ANALYSIS

INTRODUCTION

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 our NEOs infor performance and maintain a way that encourages long-term increases in stockholder value and long-term employee retention. We also recognize that our NEO pay must compete with what comparable employers pay. For 2021, our NEOs were:strong executive compensation governance framework.

Oversight of Compensation

Our Board of Directors has an Executive Compensation Committee (the “Committee” or the “Compensation“Executive Compensation Committee”) that administers and monitors what and how we pay our NEOs and other executives. The Committee held five meetings in person or by phone during 2021.2023.

The Committee is currently comprised of Valerie Richardson (Chair), Frank Lourenso, (Chairman), Philip E. Coviello, Henry Moniz, (who joined the Committee in January 2021), Mary Hogan Preusse Valerie Richardson and Richard B. Saltzman. We encourage feedback from our stockholders regarding our executiveThe committee routinely consults with its independent compensation program. In 2021, over 98%consultant and other advisors in making its decisions, as it deems appropriate. The committee is comprised entirely of independent directors as defined by the votes cast (i.e., excluding abstentions and broker non-votes) in our Say-on-Pay advisory vote were to approve the proposal.NYSE Listed Company Manual.

The Committee’s compensation decisions in 20212023 emphasized rewarding corporate /and financial performance and individual performance, and achievements by our NEOs, commensurate with an exceptional year of strong performance across the portfolio while executing on our strategy to be the largestpremier owner and operator of open-air, grocery-anchored shopping centers, includingand to have a growing portfolio of mixed-use assets, in the U.S. In 2021, the Company successfully closed on the Weingarten Realty Investors acquisition. We performed well against our integration plan, exceeding our synergies target by capturing over $42.4 million in combined synergies. In addition, our senior management team continued to diligently manage and successfully guide the organization through the on-going COVID-19 pandemic including the initial recovery in operating fundamentals leading to a considerable outperformance amongst the Kimco Realty defined shopping center peer group* on a total shareholder return basis.

* Kimco Realty defined shopping center peer group which is used internally to measure the Company’s financial and operating performance includes Federal Realty Trust, SITE Centers Corporation, Regency Centers Corporation, Philips Edison & Company, Kite Realty Group Trust, Brixmor Property Group, Acadia Realty Trust, Urban Edge Properties, Retail Opportunity Investments Corporation, RPT Realty and InvenTrust Properties Corporation.

EXECUTIVE SUMMARY

Kimco Realty Corporation is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers, including mixed-use assets, as measured in GLA. As of December 31, 2021, the Company had interests in 541 U.S. shopping centers, including mixed-use assets comprising 93 million square feet of gross leasable space. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to its many stakeholders

2021 BUSINESS HIGHLIGHTS

The Company delivered solid financial and operational results with significant progress on our business development strategies. Highlights of the 2021 fiscal year included: