SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934

                    Filed by the Registrant    x
                    Filed by a party other than the Registrant    o (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ] 
Check the appropriate box: 
x[X]      Preliminary proxy statement Proxy Statement[   ] Soliciting Material Under Rule 14a-12
o[   ] Definitive proxy statement 
o  Definitive additional materials 
o Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 
o  Confidential, For Use of the
Commission Only (as permitted
by Rule 14a–6(e)14a-6(e)(2))
[   ]Definitive Proxy Statement
[   ]Definitive Additional Materials 

KIMCO REALTY CORPORATION
(Name of Registrant as Specified in Its Charter)

____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Kimco Realty Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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(3)

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KIMCO REALTY CORPORATION

     3333 NEW HYDE PARK ROAD


NEW HYDE PARK, NY 11042-0020

3333 New Hyde Park Road
New Hyde Park, NY 11042-0020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSNotice of Annual Meeting of Stockholders

To be held on May 17, 2007Dear Stockholder:

     Notice is hereby given of, andWe cordially invite you are cordially invited to attend the 2007 Annual Meeting of Stockholders (the “Meeting”)annual stockholders’ meeting of Kimco Realty Corporation, a Maryland corporation (the “Company”), to. The meeting will be held on Thursday,Tuesday, May 17, 2007,6, 2014 at 10 o’clock10:00 a.m. (local time), local time, at 270 Park Avenue, 11th Floor,the Grand Hyatt New York, 109 E. 42nd Street, New York, NY 10017 for10017. At the annual meeting, stockholders will be asked to consider and vote upon the following purposes:matters:

     1.To electthe election of nine directors to serve for a term of one year and until their successors are duly elected and qualify;
2.To consider and vote upon a proposalthe approval of an amendment to amend the charter of the CompanyCompany’s Charter to (a) increase the number of shares of stock that the Company has the authority to issue to an aggregate of 1,141,100,000 shares, (b) increase the number of authorized shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), from 300,000,000 shares to 750,000,000 shares and (c) increase the number of authorized shares of Excess Stock of the Company, par value $0.01 per share (the “Excess Stock”), from 153,000,000 shares to 382,500,000 shares;
eliminate supermajority voting requirements;
3.the advisory resolution to approve the Company’s executive compensation (“Say-on-Pay”) as described in the Proxy Statement;
To ratify4.the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;firm for 2014; and
5.4.To transact such other business as may properly come before the Meetingmeeting or any adjournment(s)postponement(s) or postponement(s)adjournment(s) thereof.

Only holders of record of the Common Stock of the Company at the close of business on March 23, 2007, the record date for the meeting, will be entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy is solicited by theProxy Statement more fully describes these proposals.

The Board of Directors of the Company which recommends that stockholders voteFOR the election of the Board of Director nominees named therein,FORin the proposal to amendProxy Statement; FOR the approval of an amendment of the Company’s charterCharter to increaseeliminate supermajority voting requirements; FOR the aggregate number of shares of stock thatadvisory resolution to approve the Company hasCompany’s executive compensation as described in the authority to issueProxy Statement; and to increase the number of authorized shares of Common Stock and Excess Stock andFOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. Please referfirm for 2014.

Only holders of our common stock, par value $0.01 per share, at the close of business on Friday, March 7, 2014, the record date, are entitled to notice of and to vote at the attachedannual meeting and any postponement or adjournment thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our annual meeting. We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about March 24, 2014, and provide access to our proxy materials over the Internet, beginning on March 24, 2014, for the holders of record and beneficial owners of our Common Stock as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the Proxy Statement which forms a partand our annual report. The Notice of this Notice and is incorporated herein by reference, for further information with respectInternet Availability also instructs you on how you may submit your proxy over the Internet.

YOUR PROXY IS IMPORTANT TO US.Whether or not you plan to attend the businessannual meeting, please authorize your proxy as soon as possible to ensure that your shares will be transactedrepresented at the Meeting.annual meeting.

By Order of the Board of Directors,


IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR, ALTERNATIVELY, YOU MAY AUTHORIZE YOUR PROXY BY TELEPHONE OR BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.Bruce M. Rubenstein
Senior Vice President, General Counsel and Secretary
March 24, 2014



Table of Contents

BY ORDER OF THE BOARD OF DIRECTORS

2014 PROXY STATEMENT AT A GLANCE		3
 
PROPOSAL 1 Election of Directors9
     General Information About the Board of Directors12
Director Independence13
Corporate Governance13
Committees of the Board of Directors15
Executive Officers18
Security Ownership of Certain Beneficial Owners and Management19
COMPENSATION DISCUSSION AND ANALYSIS21
     Introduction21
     Executive Summary21
     Elements of our Executive Compensation Program23
     Analysis of Each NEO’s Compensation28
     Comparison to Competitive Market31
     Additional Compensation Considerations32
     Executive Compensation Committee Report34
COMPENSATION TABLES35
     Potential Payments upon Termination or Change in Control39
     Equity Participation Plan41
     Equity Compensation Plan Information41
     Compensation of Directors42
Certain Relationships and Related Transactions43
Audit Committee Report45
PROPOSAL 2 Charter Amendment to Eliminate Supermajority
Voting Requirements46
PROPOSAL 3 Advisory Resolution to Approve the Company’s
Executive Compensation47
Independent Registered Public Accountants48
PROPOSAL 4 Ratification of the Appointment of PricewaterhouseCoopers LLP
as the Company’s Independent Registered Public Accounting Firm49
OTHER MATTERS49
ATTENDANCE AND VOTING PROCEDURES AT THE ANNUAL MEETING51
ANNEX A52


��      2014 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 Meeting of Stockholders

•   Time and Date:10:00 a.m. (local time), May 6, 2014
•   Place:Grand Hyatt New York
109 E. 42nd Street
New York, NY 10017
•   Record Date:Stockholders as of the close of business on March 7, 2014 are entitled to vote.
•   Admission:Please follow the instructions on page 51

Meeting Agenda and Voting Matters

   Board’s Voting  Page References  
ProposalRecommendation(for more detail)
1.     Election of DirectorsFOR EACH NOMINEE9
2.Charter Amendment to Eliminate Supermajority Voting RequirementsFOR46
3.Advisory Resolution To Approve Executive CompensationFOR47
4.Ratification of Independent AccountantsFOR49

Director Nominees (Proposal No. 1)

Each director nominee is elected annually by a majority of votes cast (see pages 9 through 12 of this Proxy Statement for further detail).

Name Age Director Since Independent Committees
Milton Cooper85Co-Founder—
Phillip E. Coviello712008•AC, CC, NCG
Richard G. Dooley841991•AC, CC, NCG*
Joe Grills791997•AC, CC*, NCG
David B. Henry652001—
F. Patrick Hughes662003•AC*, CC, NCG
Frank Lourenso731991•AC, CC, NCG
Colombe M. Nicholas692011•CC, NCG
Richard B. Saltzman572003•CC, NCG

ACAudit Committee
CCExecutive Compensation Committee
NCGNominating and Corporate Governance Committee
*Chair

AttendanceAttendance at Board and Committee meetings during 2013 averaged over 97% for directors as a group, and no director attended fewer than 87% of the aggregate of the total meetings of the Board and of the Committees on which each director serves.
/s/ Bruce M. KaudererKey QualificationsSenior Leadership Experience, Industry/Global Experience, Financial Expertise, Regulated Industries/Government Experience, Public Company Board Experience (see pages 9-12 of this Proxy Statement for additional detail).


Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement Bruce M. Kauderer
Secretary3


       2014 PROXY STATEMENT AT A GLANCE

[April 6, 2007]Charter Amendment to Eliminate Supermajority Voting Requirements (Proposal No. 2)

We are requesting that the stockholders approve an amendment to the Charter of the Company (the “Charter”) to eliminate supermajority voting requirements from the Charter.

The Board of Directors recommends a vote FOR Proposal No. 2 as it believes the Charter amendment is in the best interests of the Company.



Advisory Resolution To Approve Executive Compensation (Proposal No. 3)

We are requesting that the stockholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement. The Board of Directors recommends a vote FOR Proposal No. 3 as it believes that the 2013 compensation decisions are consistent with key objectives of Kimco’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 neighborhood and community shopping centers through investments primarily in the U.S. and Canada. This proposal was supported by over 99% of the votes cast in 2013 and 2012. Please see the Compensation Discussion and Analysis, Summary Compensation Table and other tables and disclosures beginning on page 21of this Proxy Statement for a full discussion of our executive compensation.



Performance Highlights

We were able to deliver improved financial results and make progress on our business development strategies. Highlights of the 2013 fiscal year included:

  • Achieved funds from operations (“FFO”), as adjusted (non-GAAP) of $543.7 million or $1.33 per diluted share for the full year 2013, representing a 5.6% increase per diluted share over 2012 FFO, as adjusted. See Annex A starting on page 52 for the definition of FFO and FFO, as adjusted and a reconciliation of net income to FFO, as adjusted.
  • Gross occupancy in the total combined shopping center portfolio reached 94.6% as of December 31, 2013, representing an increase of 60 basis points from the 2012 year end level of 94.0%.
  • Executed 2,473 leases, renewals and options totaling approximately 9.9 million square feet in the combined shopping center portfolio.
  • Acquired 32 shopping center properties and eight outparcels comprising an aggregate 4.1 million square feet of GLA in 2013.
  • Disposed of 36 operating properties and three outparcels.
  • Monetized non-retail assets of $304.7 million and reduced its non-retail book values by $337.3 million to $61.2 million.
  • Executed over $600 million of capital raising during 2013 primarily used for the refinancing and repayment of debt resulting in savings of approximately $13.5 million annually.

4


2013 Compensation Decisions

The table below highlights the 2013 total compensation decisions for each Named Executive OfficerKIMCO REALTY CORPORATION(see pages 21-42of this Proxy Statement for additional detail):

Non-Equity
Incentive
StockOptionPlanAll Other
SalaryBonusAwardsAwardsCompensationCompensationTotal
Name($)($)($)($)($)($)($)
Milton Cooper750,000—1,484,118—852,29749,7303,136,145
David B. Henry800,000—1,659,075—909,11740,1983,408,390
Michael V. Pappagallo*288,462—1,236,765——26,0531,551,280
Glenn G. Cohen625,000—1,206,600—511,38853,2362,396,224
Conor Flynn485,827—550,27830,132432,07544,6171,542,929

*Mr. Pappagallo served as the Company’s Executive Vice President, Chief Operating Officer until his resignation effective May 20, 2013.

Alignment of Pay with Performance

The following graph shows pay and performance over the five-year period from 2009 to 2013 (as more fully described in the section titled “Compensation Discussion and Analysis”—“Executive Summary” beginning on page 21 of this Proxy Statement). In particular, this graph shows the correlation between our net income, FFO, as adjusted, EBITDA,

as adjusted and FFO per share, as adjusted, and the total compensation we paid to our Chief Executive Officer (“CEO”) during the last five fiscal years, based on the amounts reported in the summary compensation tables of our proxy statements for these years.




*The Total Compensation column for FY2011 does not include Mr. Henry’s unrestricted award of 75,000 shares of the Company’s Common Stock which was awarded to Mr. Henry upon achieving his 10 year anniversary at the Company, pursuant to his original 2001 employment agreement.

Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement 5


       2014 PROXY STATEMENT AT A GLANCE

Auditors (Proposal No. 4)

We are requesting that the stockholders ratify the appointment of the Company’s independent registered accounting firm for 2014. The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014.

  Type of Fees2013     2012  
Audit Fees(1)$1,422,000$1,372,733
Audit-Related Fees——
Tax Fees(2)70,733246,997
All Other Fees(3)2,4602,420
Total$1,495,193$1,622,150

(1)Audit fees include all fees for services in connection with (i) the annual integrated audit of the Company’s fiscal 2013 and 2012 financial statements and internal controls 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 comfort letters issued in connection with debt and equity offerings and filings of the Company’s shelf registration statements, current reports on Form 8-K and proxy statements during 2013 and 2012, (iv) ongoing consultations regarding accounting for new transactions and pronouncements and (v) out of pocket expenses.
(2)Tax fees consisted of fees billed for professional services for tax compliance and tax consulting services.
(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.

6


3333 NEW HYDE PARK ROAD, NEW HYDE PARK, NY 11042-0020
_ _ _ _ _

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

to be held on May 17, 20076, 2014

     This     We are providing you with this Proxy Statement is furnishedin connection with the solicitation of proxies to holdersbe used at our 2014 Annual Meeting of record of the Common Stock, par value $0.01 per shareStockholders (the “Common Stock”“Meeting”), of Kimco Realty Corporation, a Maryland corporation (the “Company”), in connection with the solicitation of proxies in the form enclosed herewith for use. The Meeting will be held at the 2007 Annual Meeting of Stockholders (the “Meeting”) of the Company to be held on Thursday, May 17, 2007, at 10 o’clock a.m., local time, at 270 Park Avenue, 11th Floor,Grand Hyatt New York, 109 E. 42nd Street, New York, NY 10017, on Tuesday, May 6, 2014, at 10:00 a.m. (local time) for the purposes set forth in the Notice of Annual Meeting of Stockholders. This Proxy Statement contains important information regarding the Meeting, the proposals on 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 used in this Proxy Statement, “we,” “us,” “our,” “Kimco” or the “Company” refers to Kimco Realty Corporation, a Maryland corporation.

     This solicitation is made by the Company on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”). Costs of this solicitation will be borne by the Company. Directors, officers, employees and agents of the Company and its affiliates may also solicit proxies by telephone, telegraph, fax, e-mail or personal interview. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materialmaterials to stockholders. The Company will pay fees of approximately $5,375$9,500 to The Altman Group, Inc.,Alliance Advisors, L.L.C. for soliciting proxies for the Company.

The Company’s Annual Report for     Holders of our common stock, par value $0.01 per share (“Common Stock”), at the calendar year ended December 31, 2006, has been mailed withclose of business on March 7, 2014, the record date, may vote at the Meeting. We refer to the holders of our Common Stock as “stockholders” throughout this Proxy Statement. This Proxy Statement and the enclosed formEach stockholder is entitled to one vote for each share of proxy were mailed to stockholders on or about [April 9, 2007]. The principal executive offices of the Company are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020; telephone (516) 869-9000; websitehttp://www.kimcorealty.com.

     Holders of record of the Common Stock held as of the close of business on the record date, March 23, 2007, are entitled to receive notice of, and to vote at, the Meeting. The outstanding Common Stock constitutes the only class of securities entitled to vote at the Meeting and each share of Common Stock entitles the holder thereof to one vote.date. At the close of business on March 23, 2007,the record date there were [___________]410,494,129 shares of Common Stock issued and outstanding. The presence at the Meeting, in person or by proxy, of holders of a majority of such shares will constitute a quorum for the transaction of business at the Meeting.

     Shares represented     Stockholders can vote in person at the Meeting or by proxiesauthorizing a proxy. There are three ways to authorize a proxy to vote your share:

     Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (local time) on May 5, 2014.

Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement 7


Voting Instructions

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet proxy authorization also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Meeting in order to vote.

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 authorized your proxies are properly executed and returned and not revoked,by telephone or Internet without indicating your instructions, your shares will be voted as specified. Where no specification is made on a properly executed and returned form of proxy, the shares will be voted (i) follows:

FOR the election of all nominees for Director (Seedirector (see Proposal 1), (ii) ;FOR the approval of an amendment to the recommendation by the Board of DirectorsCompany’s Charter to amend the charter of the Company to (a) increase the number of shares of stock that the Company has authority to issue to an aggregate of 1,141,100,000 shares, (b) increase the number of authorized shares of Common Stock of the Company, par value $0.01 per share, from 300,000,000 shares to 750,000,000 shares and (c) increase the number of authorized shares of Excess Stock of the Company, par value $0.01 per share, from 153,000,000 shares to 382,500,000 shares (Seeeliminate supermajority voting requirements (see Proposal 2) and (iii) ;FOR the advisory resolution to approve the Company’s executive compensation (see Proposal 3);FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting

firm for 2014 (see Proposal 3). 4); and in the discretion of the proxy holder on any other matter that may properly come before the Meeting.

To be voted, proxies must be filed with the Secretary of the Company prior to voting.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 at the Meeting. Dissenting stockholders will not have rights of appraisal with respect to any matter to be acted upon at the Meeting.

     Under Maryland law,If you own shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held bythrough a broker or other nominee which are representedin street name, you may instruct your broker or other nominee as to how to vote your shares (at least ten days prior to the Meeting). 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, butMeeting. The vote required for each proposal is listed below:



Broker Discretionary
ProposalVote RequiredVoting Allowed
Proposal 1Election of nine directorsMajority of the votes cast with respect to a nominee (see pages 9 through 12 for further detail)No
Proposal 2Amendment to the Company’s Charter to eliminate supermajority voting requirementsTwo-thirds of all the votes entitled to be cast on the ProposalNo
Proposal 3Advisory resolution to approve of the Company’s executive compensationMajority of the votes cast on the ProposalNo
Proposal 4Ratification of auditors for fiscal year 2014Majority of the votes cast on the ProposalYes

With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or vote FOR all nominees except those specific nominees from whom you WITHHOLD your vote. A properly executed proxy marked WITHHOLD with respect to which such brokerthe election of one or nominee ismore directors will not empoweredbe voted with respect to the director or directors indicated. The nominees receiving the majority of votes cast will be elected as directors (i.e., the number of shares voted for a director must exceed the number of votes withheld for that director).

With respect to Proposals 2, 3 and 4, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal 2, the abstention will have the same effect as a vote AGAINST the Proposal. If you ABSTAIN from voting on Proposals 3 or 4, the abstention will have no effect because it will not be a vote cast.

The U.S. Securities and Exchange Commission’s rules permit us to deliver a single Notice of Internet Availability or set of

Meeting materials to one address shared by two or more of our stockholders. We have delivered only one Proxy Statement and annual report to multiple stockholders who share an address, unless we received contrary instructions from the beneficial ownerimpacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the stockNotice of Internet Availability or Meeting materials, as requested, to vote onany stockholder at the shared address to which a particular proposal) will be counted as shares thatsingle copy of those documents was delivered. If you prefer to receive separate copies of the Proxy Statement or annual report, contact Broadridge Financial Solutions, Inc. at 1-800-542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are presentcurrently a stockholder sharing an address with another stockholder and entitledare receiving more than one Proxy Statement and annual report and wish to votereceive only one copy of future Notices of Internet Availability, proxy statements and annual reports for purposes of determiningyour household, please contact Broadridge at the presence of a quorum.above phone number or address.



18


    PROPOSAL 1        Election of Directors

PROPOSAL 1
Election of Directors

The Company’s Bylaws, as amended (the “Bylaws”), provide that all directors be elected at each annual meeting of stockholders. Pursuant to the Company’s charter and such Bylaws, theOur Board of Directors has fixed the numberis currently comprised of directors to be elected at nine.nine directors. The persons named as proxies in the accompanying form of proxy intend to vote in favor of the election of the nine nominees for director designated below all of whom are presently directors of the Company, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.qualify. It

is expected that each of these nominees will be able to serve, but if any such nominee is unable to serve, the proxies may vote for another person nominated by the Nominating and Corporate Governance Committee and approved by the Board of Directors or the Board of Directors may, to the extent permissible by the Bylaws, reduce the number of directors to be elected at the meeting.Meeting.



Information Regarding Nominees (as of March 23, 2007)

Milton Cooper,

Present Principal Occupation or 
Nameage 85Age Employment and Five-Year Employment History 
Martin S. Kimmel(1)(2)91Chairman (Emeritus) of the Board of Directors of the Company since November 1991; Chairman of the Board of Directors of the Company for more than five years prior to such date. Founding member of the Company’s predecessor in 1966.
Milton Cooper78Chairman of the Board of Directors and Chief Executive Officer of the Company since November 1991; Director and President of the Company for more than five years prior to such date. Founding member of the Company’s predecessor in 1966.
Richard G. Dooley(1)(2)(3)(4)77Director of the Company since December 1991. From 1993 to 2003 consultant to, and from 1978 to 1993, Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company.
Michael J. Flynn71Vice Chairman of the Board of Directors of the Company since January 1996 and, since January 1997, President and Chief Operating Officer; Director of the Company since December 1991. Chairman of the Board and President of Slattery Associates, Inc. for more than five years prior to joining the Company in 1996.
Joe Grills(1)(2)(3)72Director of the Company since January 1997. Chief Investment Officer for the IBM Retirement Funds from 1986 to 1993 and held various positions at IBM for more than five years prior to 1986.
David B. Henry58Vice Chairman of the Board of Directors of the Company since May 2001 and, since April 2001, Chief Investment Officer of the Company. Prior to joining the Company, Chief Investment Officer of G.E. Capital Real Estate since 1997 and held various positions at G.E. Capital for more than five years prior to 1997.
F. Patrick Hughes(1)(2)(3)59Director of the Company since October 2003. President, Hughes & Associates, LLC since October 2003. Previously served as Chief Executive Officer, President and Trustee of Mid-Atlantic Realty Trust from its formation in 1993 to 2003.
Frank Lourenso(1)(2)66Director of the Company since December 1991. Executive Vice President of J.P. Morgan Chase Bank (“J.P. Morgan”, and successor by merger to The Chase Manhattan Bank and Chemical Bank, N.A.) since 1990. Senior Vice President of J.P. Morgan for more than five years prior to 1990.
Richard Saltzman(1)(2)50Director of the Company since July 2003. President, Colony Capital LLC, (“Colony”) since May 2003. Prior to joining Colony, Managing Director and Vice Chairman of Merrill Lynch’s investment banking division and held various other positions at Merrill Lynch for more than five years prior to that time.
_ _ _ _ _ _ _ _ _ _

(1)Member of Executive Compensation Committee.
(2)Member of Nominating and Corporate Governance Committee.
(3)Member of Audit Committee.
(4)Lead Director.

2

     Mr. Cooper is also a director of Getty Realty Corp. and Blue Ridge Real Estate/Big Boulder Corporation.

     Mr. Dooley is also a director of Jefferies Group, Inc.

     Mr. Flynn is alsothe Executive Chairman of the Board of Directors for the Company. Mr. Cooper served as the Chairman of Blue Ridgethe 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 IPO and growth over the past five decades. In addition, Mr. Cooper received a National Association of Real Estate/Big Boulder Corporation.

Estate Investment Trusts (“NAREIT”) Industry Leadership Award for his significant and lasting contributions to the REIT industry. Mr. GrillsCooper is also a directorDirector at Getty Realty Corporation. Mr. Cooper graduated from City College in New York and Brooklyn Law School.

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

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

Philip E. Coviello,age 71, has been a Director of the Company since May 2008 and currently serves on the Audit, 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 as a member of its Compensation and Governance and Nominating Committees. Mr. Coviello holds an A.B. from Princeton University, an L.L.B. from the Columbia University School of Law and an M.B.A. from the Columbia University School of Business.

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

  • 35 years of experience counseling Boards of Directors and senior management as a corporate lawyer on a wide range of corporate governance, regulatory compliance and other issues that affect public companies.
  • Decades of experience as both issuers’ and underwriters’ counsel in capital markets transactions and heavy involvement in the presentation and analysis of hundreds of audited financial statements, pro forma financial statements and SEC filings, including representing the Company in its initial public offering.
  • Mr. Coviello’s contributions to the Company’s Audit Committee are bolstered by his service as Chair of the Audit Committee of Getty Realty Corporation, where Mr. Coviello oversees the work of Getty’s Chief Accounting Officer, directly interfaces with Getty’s independent registered public accounting firm and is involved with Getty’s Sarbanes-Oxley internal controls compliance work.

Richard G. Dooley,age 84, has been a Director of the Company since December 1991. Mr. Dooley currently serves as the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Executive Compensation Committees. From 1993 to 2003, Mr. Dooley was a consultant to, and from 1978 to 1993 served as the Executive Vice President and Chief Investment Officer of the Massachusetts Mutual Life Insurance Company. Mr. Dooley



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Kimco Realty Corporation 2014 Proxy Statement 9


      PROPOSAL 1 Election of Directors

is a Director, Chair of the Compensation Committee, and member of the Audit and Corporate Governance Committees of Jefferies LLC (formerly Jefferies Group, Inc.), a subsidiary of Leucadia National Corporation (“Leucadia”) (NYSE: LUK) pursuant to a merger between Leucadia and Jefferies Group, Inc. effective March 1, 2013. Mr. Dooley formerly served asa Director and member of the Compensation Committee of Leucadia. Mr. Dooley holds a B.S. degree from Northeastern University and an M.B.A. from the Wharton School of the University of Pennsylvania.

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

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

Joe Grills,age 79, has been a Director of the Company since January 1997 and is the Chair of the Executive Compensation Committee and a member of the Audit and Nominating and Corporate Governance Committees. Mr. Grills was employed by IBM from 1961 to 1993 and held various positions in financial management in both IBM’s domestic and international businesses. Mr. Grills served as a member (1994-2007) and Co-Chairman of the Board of Directors (2002-2007) of certaina cluster of BlackRock (Merrill Lynch) Mutual Funds from 1994 to 2007. He was a Director, was Vice Chairman, was Chairman and Directoris currently Chairman Emeritus of Duke University Management Company.the Montpelier Foundation. He also serves as a member and Chairman ofis on the Investment Advisory Committee of the Virginia Retirement System.System, Vice Chairman (2002-2005) and Chairman (2005-2009). In addition, Mr. Grills is a Trustee and Chairman of the Investment Committee of the Woodberry Forest School, a Trustee and Member (Chairman 2007-2011) of the Investment Committee of the National Trust for Historic Preservation (on Finance Committee) and a Director of National Main Street Center, Inc., a subsidiary of National Trust for Historic Preservation (Feb. 2013). Mr. Grills is on the Individual Investment Advisory Committee of the NYSE. He is a former Chairman and member of the Association of Financial Professionals Committee on Investment of Employee Benefit Assets itsof the Association of Financial Professionals. Mr. Grills also participates in research

and study sponsored by 20/20 Investment Association. Mr. Grills holds a B.A. from Duke University and an M.B.A. from the University of Chicago.

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

  • Experience as IBM’s Chief Investment Officer of the IBM Retirement Fund with wide-ranging expertise in domestic and international financial matters and strategic deliberations.
  • Extensive experience with internal audit and business controls while at IBM and on other audit committees.
  • Extensive service on boards of directors and memberships on board committees in diverse corporate and non-profit organizations with broad and deep familiarity with corporate governance and executive committeeoversight matters.
  • Experience in compensation matters through wide advisory capacities and is a former chairmanexposure to current executive compensation trends.

David B. Henry,age 65, has been the CEO of that committee.

the Company since December 31, 2009, President since December 2008 and Vice Chairman of the Board of Directors since April 2001. Prior to joining the Company, Mr. Henry was the Chief Investment Officer of G.E. Capital Real Estate since 1997 and has held various positions at G.E. Capital for more than five years prior to 1997. Mr. Henry is also a director of Health Care Property Investors,Fairfield County Bank, a Connecticut mutual savings bank and a director and Chairman of the Compensation Committee of HCP, Inc. (NYSE: HCP). Mr. Henry is the former Chairman and currently a Trustee of the International Council of Shopping Centers (ICSC) and is currently on the Executive Committee of the Board of Governors of NAREIT. Mr. Henry graduated from Bucknell University with a B.S. in Business Administration and received his M.B.A. from the University of Miami.

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

  • Day-to-day leadership, as CEO of the Company, with a valuable perspective on the overall strategic execution of the Company.
  • Service for 10 years as the Company’s Chief Investment Officer and leadership in the Company’s investment management process, portfolio reviews, new business initiatives and employee communication efforts.
  • 23 years of experience at G.E. Capital Real Estate, serving the last 5 years as Chief Investment Officer/Senior Vice President and Chairman of G.E. Capital Investment Advisors.
  • Experience on the senior management team for real estate investments totaling more than $20.0 billion in 11 countries worldwide in his role at G.E. Capital.


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  • Service as a Trustee and former Chairman of the ICSC, Vice Chairman and member of Executive Committee of the Board of Governors of NAREIT and member of The Retail Initiative,Real Estate Roundtable, provides the Board of Directors with a global understanding of REITs and current industry and market trends.

F. Patrick Hughes,age 66, has been a Director of the Company since October 2003. Mr. Hughes is currently the Chair of the Audit Committee and a member of the Executive Compensation and Nominating and Corporate Governance Committees. Mr. Hughes is a Certified Public Accountant. Mr. Hughes has been the President of Hughes & Associates, LLC since October 2003. In addition, Mr. Hughes was a Director for Nottingham Properties, Inc., an affiliated company from 2001 to 2007 and Chairman of Local Initiatives Support Corporation (LISC).

the Board of Directors from 2006 to 2007. Mr. Hughes previously served as the CEO, President and Trustee of Mid-Atlantic Realty Trust from its formation in 1993 to 2003. Mr. Hughes is also a director of Hoffberger Holdings, Inc. He also serves as a trusteeTrustee of the State Retirement and Pension System of Maryland and serves as Vice Chairman of its Investment Committee and is Chairman of its Audit Committee. Mr. Hughes also serves on the Board of Directors of the John Hopkins Prostate Cancer Advisory Board and as the Chair on the Advisory Board for the John Hopkins University Real Estate Institute. Since May 2012, Mr. Hughes has served on the Society of St. Sulpice-Financial Advisory Board. (Mr. Hughes previously served on the Board from 1982 to 2009). Mr. Hughes served on the Board of Directors of Hoffberger Holdings, LLC from 2001 to 2008 and St. Ignatius Loyola Academy 1994 to 2009. Mr. Hughes earned his B.A. from Loyola University in Maryland and his Executive M.B.A. from the Sellinger School of Business in Baltimore, Maryland.

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

  • 40 years of progressive commercial real estate experience.
  • Financial expertise and extensive experience with capital markets transactions and investments in both public and private companies.
  • Experience as the founder and CEO of Mid-Atlantic Realty Trust provided Mr. Hughes with real estate industry and entrepreneurial experience which allows him to evaluate the Company’s business climate, strategy and new business opportunities.

Frank Lourenso,age 73, has been a Director of the Company since December 1991. Mr. Lourenso is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Mr. Lourenso was an Executive Vice President of JPMorgan Chase & Co. (“J.P. Morgan,” and successor by merger to The Chase Manhattan Bank and Chemical Bank, N.A.) from 1990 until his retirement in June 2013. Mr. Lourenso was a Senior Vice President of J.P. Morgan for more than five years prior to 1990. Mr. Lourenso is a member of the Board of Trustees of

St. Joseph’s College. Mr. Lourenso holds a B.B.A. and an M.B.A. from Baruch College.

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

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

Colombe M. Nicholas,age 69, has been a Director of the Company since May 2011. Ms. Nicholas is currently a member of the Executive Compensation and Nominating and Corporate Governance Committees. Ms. Nicholas has served as a consultant since 2002 to Financo Global Consulting, the international consulting division of Financo, Inc., focusing on identifying expansion opportunities and providing growth advice to companies. Ms. Nicholas’ retail experience includes Bonwit Teller, Bloomingdale’s and R.H. Macy. From the 1980s to 2000, Ms. Nicholas has served as President and CEO of Anne Klein Group, President and CEO of the Orr Felt Company, President and Chief Operating Officer of Giorgio Armani Fashion Corporation and President and CEO of Christian Dior New York. While at Christian Dior New York, Ms. Nicholas led sales growth from $125 million to $425 million. Ms. Nicholas has previously served on the Board of Directors of Oakley, Inc., The Mills Corporation and Tandy Brand. Ms. Nicholas currently serves on the Board of Directors of Herbalife International. Ms. Nicholas has a B.A. from the University of Dayton, a J.D. from the University of Cincinnati College of Law and an honorary doctorate in business administration from Bryant College of Rhode Island.

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

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


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Kimco Realty Corporation 2014 Proxy Statement 11


      PROPOSAL 1 Election of Directors

Richard Saltzman,age 57, has been a Director of the Company since July 2003. Mr. Saltzman is a member of the Executive Compensation and Nominating and Corporate Governance Committees. Mr. Saltzman has served since May 2003 as the President of Colony Capital LLC, a global real estate investment management firm where Mr. Saltzman shares responsibility for the firm’s global operations and guides the strategic planning, acquisition and asset management activities of Colony and oversees new business initiatives. Mr. Saltzman has been the CEO, President and a Director of Colony Financial Inc. (NYSE: CLNY) since September 2009. Prior to joining Colony Capital LLC, Mr. Saltzman was a Managing Director and Vice Chairman of Merrill Lynch’s investment banking division and held various other positions at Merrill Lynch for more than five years prior to that time. Mr. Saltzman has 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 30 years of experience in real estate, including investing as a principal and as an investment manager, capital markets and investment banking.
  • Significant experience with REITs, including initial public offerings, other capital markets products and mergers and acquisitions.
  • More than 20 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 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. Withheld votes will be treated as votes against the nominee. For

purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote.

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



General Information About the Board of Directors

Term of Office. All directors of the Company serve terms of one year and until the election and qualification of their respective successors.

Attendance at Board of Directors and Committee Meetings and 20062013 Annual Meeting. EachThe Board of Directors met 8 times in person or telephonically in 2013. Attendance at Board and Committee meetings during 2013 averaged over 97% for directors as a group, and no director attended fewer than 87% of the Directors named above was in attendance at eachaggregate of the four regulartotal meetings of the Board and of Directors held during 2006,the Committees on which occurred on February 7, April 21, July 21 and October 24, 2006.each director serves. All of the Directors of the Board were in attendance at the 20062013 Annual Meeting of Stockholders held on May 18, 2006.April 30, 2013. Our director attendance policy is included in our Corporate Governance Guidelines, which are available on the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

Stockholder Communications with Directors. Any stockholder may send communicationsThe 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 or the non-management directors by sending a letter by mail addressed to the Board of Directors, the Lead Independent Director or the non-management directors (or Lead Director) c/o Secretary of the Company, Kimco Realty Corporation, 3333 New Hyde Park Road, New Hyde Park, New York,NY, 11042-0020. The Board namedof Directors has designated Richard G. Dooley as its Lead Independent Director to review stockholderthese communications and present them to the entire Board of Directors or forward them to the appropriate Directors.directors. In addition, the Company maintains an Ethics Helpline, as further discussed in the Company’s Code of Conduct, which allows employees to submit concerns anonymously via phone or the Internet.



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Director Independence

     Pursuant to the New York Stock Exchange listing standards, ourOur Board of Directors has adopted a formal set of categorical independence standards of Director independence.for directors. These categorical standards specify the criteria by which the independence of our Directorsdirectors will be determined, including guidelines for Directorsdirectors 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 New York Stock Exchange.NYSE. The Board’sBoard of Directors’ categorical standards are attachedavailable along with our Corporate Governance Guidelines on the Company’s website located at www.kimcorealty.com and is available in print to this proxy statement as Appendix A.any stockholder who requests it.

In accordance with these categorical standards and the NYSE listing standards, of the New York Stock Exchange, the Board of Directors undertook its annual review of the independence of its Directorsdirectors on February 6, 2007.4, 2014. During this review, the Board of Directors considered transactions and relationships between each Directordirector 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 Directorsdirectors or members of their immediate family (or any entity of which a Directordirector 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 Directordirector is independent.

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As a result of this review, the Board of Directors affirmatively determined that the following Directorsnominees for director are independent of the Company and its management under the standards set forth in the categorical standards and the New York Stock ExchangeNYSE listing requirements:standards:

Philip E. CovielloMartin S. Kimmel
Richard G. Dooley
Joe Grills
F. Patrick Hughes
Frank Lourenso Richard G. Dooley
F. Patrick Hughes
Colombe M. Nicholas
Richard Saltzman

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 26.43.

     With respect to all transactions considered by the Board, the amount involved in these transactions in each of the last three years did not approach the thresholds set forth in the categorical standards. In addition, none of the Directors’directors’ family members servedserves as an executive officer, as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (“executive officer”) of the Company.



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 has appointed the Chairman of the Nominating and Corporate Governance Committee, Richard G. Dooley, as Lead Independent Director to preside at all executive sessions of “non-management” directors, as defined under the NYSE Listed Company Manual.

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

our Common Stock. Under the guidelines, all current non-employee directors must own shares of our Common Stock with a value equal to five times the annual Board of Directors retainer. Executive officers must own shares of our Common Stock with a value equal to a certain multiple of his or her base salary. Our Executive Chairman must own shares of our Common Stock with a value equal to five times base salary, our CEO must own shares of our Common Stock with a value equal to five times base salary, our Chief Operating Officer must own shares of our Common Stock with a value equal to three times base salary, and our Chief Financial Officer must own shares of our Common Stock with a value equal to two times base salary. Equity interests that count toward the satisfaction of the ownership guidelines include shares owned outright, shares jointly owned, restricted shares and shares held in a 401(k) retirement plan. Directors and executive officers have five years from the date they become a member of the Board of Directors or an executive officer to attain these ownership levels or until December 31, 2014 to meet the ownership levels, whichever is later. We believe that all of our directors and executive officersare currently in compliance with the stock ownership requirements.



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Kimco Realty Corporation 2014 Proxy Statement 13


Director Continuing Education. The Company maintains a formal program of continuing education for directors. In 2013, directors participated in customized Company-sponsored sessions on business-related topics, corporate governance matters, SEC rule changes, and other current topics such as cyber security, including issues applicable to particular committees of the Board of Directors. These sessions included detailed presentations on these matters and discussions on each of the covered topics.

Clawback Policy. The Company may seek repayment of cash and equity incentive compensation paid to named executive officers (“NEOs”) in the event of a material misstatement of the Company’s financial results where an NEO engaged in actual fraud or willful unlawful misconduct that materially contributed to the need to restate. Where the Executive Compensation Committee of the Board of Directors determines that these circumstances exist, the 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 Committee’s view of all relevant facts and circumstances and the best interests of the Company.

Risk Oversight. Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and establishing appropriate risk management practices. Our Board of Directors reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

Our Board of Directors administers its risk oversight function with respect to our operating risk as a whole, and meets with management at least quarterly to receive updates with respect to our operations, business strategies and the monitoring of related risks. The Board of Directors also delegates oversight to the Audit, Executive Compensation and Nominating and Corporate Governance Committees to oversee selected elements of risk:

  • Our Audit Committee selects and engages our independent registered public accounting firm and oversees financial risk exposures, including monitoring the integrity of the financial statements, internal controls over financial reporting and the independence of the independent auditor of the Company. The Audit Committee receives a risk and internal controls assessment report from the Company’s internal auditors on at least an annual basis and more frequently as appropriate. The Audit Committee also assists the Board of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters related to the Company’s financial statements and meets quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial reporting function. The Audit Committee also monitors our whistleblower hot line with respect to financial reporting matters. The Audit Committee also oversees financial, credit and liquidity risk by working with our treasury function to evaluate elements of financial and credit risk and advises on our financial strategy, capital structure and long-term liquidity needs, and the implementation of risk mitigating strategies. Individuals who supervise day-to-day risk in this area have direct access to the Board of Directors, and the Company’s Chief Financial Officer meets regularly with our Audit Committee to discuss and advises on elements of risks related to our credit risk and function. The Audit Committee also oversees risk by working with management to adopt and reviewing annually a code of ethics designed to support the highest standards of business ethics.
  • Our Executive Compensation Committee oversees risk management by participating in the creation of compensation structures that create incentives that support an appropriate level of risk-taking behavior consistent with the Company’s business strategy.
  • Our Nominating and Corporate Governance Committee oversees governance related risks by working with management to establish corporate governance guidelines applicable to the Company, including recommendations regarding director nominees, the determination of director independence, Board of Directors leadership structure and membership on Board of Directors Committees.

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



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Committees of the Board of Directors

The following table identifies the current committee chairs and members:

Nominating
Executiveand Corporate
AuditCompensationGovernance
CommitteeCommitteeCommittee
Independent DirectorsPhilip E. Coviello•••
Richard G. Dooley••C
Joe Grills•C•
F. Patrick HughesC••
Frank Lourenso•••
Colombe M. Nicholas••
Richard B. Saltzman••
Management DirectorsMilton Cooper
David B. Henry

(C) Chair
• Member

Audit Committee. The Audit Committee currently consists of Mr. Hughes, who is chairmanChair of the Audit Committee, Mr.and Messrs. Coviello, Dooley, Grills and Mr. Grills,Lourenso, all of whom are independent directors. The Board of Directors has established the Audit Committee to appoint and oversee the engagement of independent registered public accountants, review with the independent registered public accountants their plans and results of the audit engagement, approve professional services provided by the independent registered public accountants, review the independence of the independent registered public accountants, consider the range of audit and non-audit fees, review the Company’s financial statements, financial reporting issues and review the adequacy of the Company’s internal accounting controls. Six meetings of the Audit Committee were held in person or telephonically during 2006, on January 6, February 7, April 21, July 21, October 242013. Messrs. Hughes, Coviello, Dooley, Grills and December 11, 2006. In addition to the six meetings held in 2006, the Audit Committee held various telephonic meetings during 2006. In addition, the Audit Committee held a meeting on February 5, 2007 and a telephonic meeting on February 26, 2007. Each of Mr. Hughes, Mr. Dooley and Mr. Grills isLourensoare each an “audit committee financial expert”,expert,” as determined by the Board of Directors in accordance with Item 401(h)407(d)(5) of Regulation S-K, and Messrs. Hughes, Coviello, Dooley, Grills and Lourenso are “independent” from the Company as defined by the current listing standards of the New York Stock Exchange.NYSE.

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 (i) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (ii) the performance of the internal audit function; (iii) the annual independent integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, the engagement of the independent registered public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance; (iv) policy standards and guidelines for risk assessment and risk management; (v) the Company’s compliance with legal and regulatory requirements, including the Company’s disclosure controls and procedures; and (vi) the fulfillment of the other responsibilities set out in the Audit Committee Charter, as adopted by the Board of Directors. 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 reviews annually a code of ethics designed to support the highest standards of business ethics. The Audit Committee operates under a written charter, as amended, adopted by the Board of Directors. A copy of the Audit Committee Charter, as amended, and the Company’s Code of Business Conduct and Ethics (“Code of Ethics”) is available through the Investor Relations/Governance Documents section ofon the Company’s website located atwww.kimcorealty.com and is available in print to any stockholder who requests it.

Executive Compensation Committee.The Executive Compensation Committee currently consists of Mr. Grills, who is chairmanChair of the Executive Compensation Committee, Mr. Kimmel, Mr.and Messrs. Coviello, Dooley, Mr.Hughes, Lourenso Mr. Hughes and Mr. Saltzman and Ms. Nicholas, all of whom are independent directors. The Board of Directors has established an Executive Compensation Committee to: (i) evaluate(in consultation with management or the Board of Directors) and recommend to (i) establishthe Board of Directors for approvalthe compensation plans, policies and maintain a competitive, fair and equitable compensation and benefits policy designed to retain personnel, to stimulate their useful and profitable efforts on behalfprograms of the Company, especially those regarding executive compensation; and to attract necessary additions(ii) determine and recommend to the staff with appropriate qualifications, (ii) dischargeBoard of Directors for approval the Board’s responsibilities for compensating the Company’s executives, and (iii) administer the Company’s Equity Participation Plan (as defined herein).

     The Executive Compensation Committee also oversees (i) the competence and qualifications of senior managementcompensation of the Company, (ii) the soundnessChief Executive Officer and all other executive officers of the organization structure, (iii) other related matters intended to ensure the effective management of the business and (iv) the review of the Compensation Discussion and Analysis (“CD&A”) for inclusion in the Company’s proxy statement.Company.



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Kimco Realty Corporation 2014 Proxy Statement 15


More specifically, the Executive Compensation Committee annually reviews and approves corporate goals and objectives relevant to the total direct compensation—that is,compensation of the CEO including changes in base salary, bonus payments and equity awards—of the Chief Executive Officer.awards. For other named executive officers,NEOs, the Executive Compensation Committee reviews their performance 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 CD&ACompensation Discussion and Analysis beginning on page 17.21.

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FourFive meetings of the Executive Compensation Committee were held in person or telephonically during 2006, on February 7, April 21, July 21 and October 24, 2006. In addition, the Executive Compensation Committee held various telephonic meetings during 2006. In addition, the Executive Compensation Committee held a meeting on February 6, 2007.2013. 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 through the Investor Relations/Governance Documents section ofon the Company’s website located atwww.kimcorealty.com and is available in print to any stockholder who requests it.

The Board of Directors and Executive Compensation Committee, in consultation with management, have 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, management has determined, and the Board of Directors has affirmed management’s determination, that the Company’s compensation policies and practices are not 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 plan. 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. The Company’s benefits and retirement plans are not linked to performance. There is an annual performance-based bonus program for employees that

provides a discretionary award based on their respective level in the Company, individual performance and overall Company performance. While the Company’s bonus program for its leasing personnel is tied to personal production for new lease deals and renewals, management is comfortable that this bonus opportunity 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, funds from operations, results from operations, contributions from real estate investment programs, other financial considerations, individual performance and enterprise-wide performance. The Company’s long-term equity awards consist primarily of performance shares, restricted stock and stock options. These awards are intended to further link recipients’ interests with stockholder interests. The Company’s Executive Severance Plan with its NEOs and certain members of management provides severance protections. 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 that it is not overly reliant on any single measure of performance and assesses actual results against each performance measure as well as taking into account overall performance compared totargets. In addition to the quantitative performance measures, the Executive Compensation Committee also assesses the broader business environment and relative performance of the Company to evaluate individual performance. Finally, the Executive Compensation Committee considers changes in the business, industry and capital markets environment in determining compensation policies and practices.

Nominating and Corporate Governance Committee. The Board of Directors has established a Nominating and Corporate Governance Committee which currently consists of Mr. Dooley, who is chairmanChair of the Nominating and Corporate Governance Committee, Mr. Kimmel, Mr.and Messrs. Coviello, Grills, Mr.Hughes, Lourenso Mr. Hughes and Mr. Saltzman and Ms. Nicholas, all of whom are independent directors as defined by the rules of the New York Stock Exchange. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, a copy of which is available through the Investor Relations/ Governance Documents section of the Company’s website located atwww.kimcorealty.com and is available in print to any stockholder who requests it.directors. The functions of the Nominating and Corporate Governance Committee include recommending candidates for annual election to the Board of Directors to filland filling 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, provided such recommendations are submitted in writing ninety days in advance of the anniversary of the preceding year’s annual meeting of 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.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.



     In reviewing possible16


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 can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment. The Board of Directors and Nominating and Corporate Governance Committee take into account many factors in recommending candidates including candidates recommended by stockholders,for a director position. These factors include, but are not limited to, the Committee considers a candidate’s industry expertise, ethical standards, integrity and personal reputation andability to make independent analytical inquiries; general understanding of marketing, finance, accounting and financeother elements relevant to the success of a publicly-traded company in today’s business environment; understanding of the Company’s business on a technical level; other board service and educational and professional background. In addition, each candidate nominee must possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The Board of Directors and the Nominating and Corporate Governance Committee also considers other relevantevaluate each individual candidate by considering all appropriate factors as it deems appropriate, includinga whole. The Company’s approach favors active deliberation rather than using rigid formulas to assign relative weights to these factors. Following the current compositionend of each fiscal year, the Nominating and Corporate Governance Committee establishes the criteria for and conducts an annual assessment of the performance of the Board the balance of management and independent directors, and the evaluationsDirectors with respect to these factors. Consideration of other prospective candidates. After completing this evaluation and review, the Committee makes a recommendation to the full Board as to the persons who shouldcorporate governance principles or modifications of such principles may also be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Committee.discussed at that time.

The Nominating and Corporate Governance Committee is also responsible for ensuring that the Company is in adherence withadheres to good corporate governance principles and is responsible for developing and implementing the Company’s (i) corporate governance guidelinesCorporate Governance Guidelines that apply to all of its directors and management and (ii) code of business conduct and ethics for all of its directors and employees.management. The Nominating and Corporate Governance Committee is also

charged with the task of ensuring the Company’s compliance with all New York Stock ExchangeNYSE listing requirements. TwoFour meetings of the Nominating and Corporate Governance Committee were held in person or telephonically during 2006, on February 72013. The Nominating and October 24, 2006. In addition,Corporate Governance Committee operates under a written charter adopted by the Board of Directors. Copies of the Nominating and Corporate Governance Committee held a meetingcharterand the Corporate Governance Guidelines, are available on February 6, 2007.the Company’s website located at www.kimcorealty.com and are available in print to any stockholder who requests it.

Attendance atThe Nominating and Corporate Governance Committee Meetings. Eachis responsible for reviewing the leadership structure of the Directors comprising these various CommitteesBoard of Directors. As part of this review, the Committee evaluates (i) whether to have a Lead Independent Director, (ii) the responsibilities of the positions of Chairman of the Board of Directors was in attendance at all meetingsand Lead Independent Director, and (iii) the qualifications for those positions, including whether the position of such Committees held on the dates indicated.

Meetings of Non-Management Directors. The Non-Management Directors meet in executive session at each regularly-scheduled Board meeting, or more frequently if necessary. “Non-Management” Directors are all those Directors who are not employeesChairman of the Company.Board of Directors should be held by the CEO, an independent director, or a non-independent director other than the CEO. The Non-ManagementCommittee makes its recommendation to the full Board of Directors, consistwhich is responsible for approving the leadership structure of Messrs. Kimmel, Dooley, Grills, Hughes, Lourenso and Saltzman.the Board of Directors. The Board of Directors has named Richard G. Dooley as its Lead Independent Director. In this capacity, Mr. Dooley is designated to chair executive sessions of the Company’s Non-Management Directors and to act as a liaison between management and other independent directors. Stockholders wishing to communicate with the Lead Director or with the

Meetings of Non-Management Directors. The Non-Management Directors as a group may send a letter by mail addressedmeet in executive session at each in-person Board of Directors meeting, and more frequently if necessary. Non-ManagementDirectors are all those Directors who are not employees of the Company. The Non-Management Directors consist of Messrs. Coviello, Dooley, Grills, Hughes, Lourenso and Saltzman and Ms. Nicholas.



Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement 17


Executive Officers

The following table sets forth information with respect to the Lead Director c/o Secretaryexecutive officers of the Company Kimco Realty Corporation, 3333 New Hyde Park Road, New Hyde Park, New York, 11042-0020.

5

Compensationas of March 24, 2014.

          Joined
NameAgePositionKimco
Milton Cooper85Executive Chairman of the Board of Directors Co-Founder
Vice Chairman of the Board of Directors, President and Chief Executive
David B. Henry65Officer2001
Glenn G. Cohen 50 Executive Vice President, Chief Financial Officer and Treasurer 1995
Conor Flynn33 Executive Vice President, Chief Operating Officer2003

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,

     Members generally at the time of the annual meeting of the Board of Directors following the 2014 Annual Meeting of Stockholders.

Please see Proposal 1 - Election of Directors - Information Regarding Nominees starting on page 9 for information regarding Milton Cooper and Committees thereof who are not also employeesDavid B. Henry.

Glenn G. Cohenwas appointed Chief Financial Officer of the Company (“Non-employee Directors”) are entitled to receive an annual fee of $38,000, plus fees of $2,000in June 2010, and continues as Treasurer, a position he has held since 1997. Mr. Cohen directs 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 attending each regular or special meetingthe information technology activities of the full Board. During 2006,Company. Prior to joining the Non-employee Directors, other thanCompany in 1995 as Director of Accounting and Taxation, Mr. Kimmel, were entitledCohen 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 spent six years at the public accounting firm Coopers & Lybrand, LLP (predecessor to receive $2,000 for attending each Executive Compensation Committee and Nominating and Corporate Governance Committee meeting. In addition, each chairman of the Executive Compensation Committee and Nominating and Corporate Governance Committee was entitled to receive an annual fee of $10,000. The Non-employee Directors who are members of the Audit Committee also are entitled to receive an annual fee of $10,000 and $2,000 for attending each Audit Committee meeting. The chairman of the Audit Committee was entitled to an additional annual fee of $10,000. During 2006, the Lead Director received an annual fee of $10,000. In accordance with the Company’s Equity Participation Plan (as defined herein)PricewaterhouseCoopers LLP), the Non-employee Directors may be granted awards of deferred stock (“Deferred Stock”) in lieu of directors’ fees. Unless otherwise provided by the Board, a grantee of Deferred Stock shall have no rightswhere he served as a Company stockholder with respect to such Deferred Stock until such time asmanager in the Common Stock underlyingaudit group. Mr. Cohen received a Bachelor of Science degree in accounting from the award has been issued. EmployeesState University of New York at Albany in 1985. He is a Certified Public Accountant and a member of NAREIT and ICSC.

Conor Flynnwas appointed Chief Operating Officer of the Company who are also Directors are not paid any directors’ fees.

     The following table sets forthin May 2013. Mr. Flynn directs the compensationstrategic and day-to-day activities of each Non-employee Director for the calendar year 2006.

Non-employee Director Compensation
 
     Change in   
     Pension   
     Value and   
    Non-Equity Nonqualified   
 Fees Earned Stock Option Incentive Plan Deferred All Other  
  or Paid in Awards Awards Compensation  Compensation Compensation  
Name     Cash ($)     ($)(2)     ($)(1)     ($)     Earnings     ($)     Total ($) 
(a) (b) (c) (d) (e) (f)  (g) (h) 
Richard G. Dooley  54,00038,000 118,600 - - - 210,600 
Joe Grills  44,00038,000 118,600 - - - 200,600 
F. Patrick Hughes  44,000 38,000 118,600 - - - 200,600 
Martin S. Kimmel  2,00038,000 118,600 - - - 158,600 
Frank Lourenso  33,00019,000 118,600 - - - 170,600 
Richard Saltzman  14,00038,000 118,600 - - - 170,600 

(1)Amounts reflect the dollar amount, without any reduction for riskCompany's shopping center business. Prior to his current role, Mr. Flynn was President of the Western Region of forfeiture, recognized for financial reporting purposes for the fiscal year ended December 31, 2006, calculated in accordance with the provision of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), Accounting for Stock-Based Compensation (“SFAS No. 123R”). Portions of awards over several years are included. The fair value of each award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 21 to Consolidated Financial Statements in the Company’s 2006 Form 10–K. Specifically, the number in the table above includes options granted in August 2006 valued at $5.93.
(2)Amounts reflect the value of deferred stock received in lieu of directors’ fees and meeting fees. As of December 31, 2006, Messrs. Kimmel, Dooley, and Grills, each held 13,932 shares of deferred stock. As of December 31, 2006, Messrs. Lourenso, Saltzman and Hughes held 11,724 shares, 5,500 shares and 1,202 shares of deferred stock, respectively.

     During each of 2006 and 2005, the Company granted Messrs. Kimmel, Dooley, Grills, Lourenso, Saltzmanresponsible for directing personnel that handled leasing, property management, construction, asset management and Hughes options to acquire 20,000 shares each of Common Stock at $40.09 and $31.62 per share, respectively, the market prices on the dates of such option grants. During 2004,value creation. Mr. Flynn joined the Company granted Messrs. Kimmel, Dooley, Grills, Lourenso, Saltzman and Hughes options to acquire 22,500 shares of Common Stock at $28.48 per share, respectively, the market price on the date of such option grant. As of December 31, 2006, Messrs. Kimmel, Dooley, Grills, Lourenso, Saltzman and Hughes held options to acquire 175,000 shares, 220,000 shares, 220,000 shares, 197,500 shares, 96,250 shares and 90,626 shares, respectively. See “Compensation Discussion and Analysis” for information concerning stock options granted to Mr. Cooper,in June 2003 as an Asset Manager. Mr. Flynn received a B.S. degree from Yale University and a Master's degree in Real Estate Development from Columbia University. Mr. Henry. The Company intends to grant Non-employee Directors options to acquire an additional 20,000 shares during 2007 at the then current market price. Effective for 2007, Non-employee Directors will be paid annual retainer fees based on the committeesFlynn is a licensed real estate broker in which they participate, which will approximate 2006 fees.California, and a member of Urban Land Institute (ULI), NAREIT and ICSC.



618


Vote Required

     Assuming the presence of a quorum, a plurality of all the votes cast by the holders of shares of Common Stock present, in person or by proxy, and entitled to vote at the Company’s Annual Meeting of Stockholders will be sufficient to elect a nominee as a director. Accordingly, abstentions or broker non-votes will not affect the result of the election of directors.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES SET FORTH IN THIS PROXY STATEMENT.

7

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information available to the Company, as of March 23, 2007,7, 2014, with respect to shares of its Common Stock and Class H, Class I, Class J and Class K Preferred Stock (i) held by those persons known to the Company to be the beneficial owners (as determined under the rules of the U.S. Securities and Exchange Commission, the “SEC”)SEC) of more than 5% of such shares and (ii) held, individually and as a group, by the directors and executive officers of the Company; and with respect to shares of its Class F Preferred Stock held, individually and as a group, by the directors and executive officers of the Company:Company.

 Shares OwnedPercent
 Beneficially (#) of Class (%)

Name & Address (where required)

       of Beneficial Owner

CommonClass FCommonClass F(2)
Vanguard Group Inc.[15,307,492](1)-[6.1]
100 Vanguard Blvd
Malvern, PA 19355
Milton Cooper[14,786,356](3)(4)-[5.9]-
c/o Kimco Realty Corporation
3333 New Hyde Park Rd.
New Hyde Park, NY 11042
Stichting Pensioenfonds ABP[12,995,347](5)-[5.2]- 
Oude Lindestraat 70
Postbus 2889
6401 DL Heerlen, The
Netherlands
Martin S. Kimmel[8,453,070](6)-[3.4]-
Michael V. Pappagallo[844,576](7)-*-
David B. Henry[717,839](8)-*-
Michael J. Flynn[709,288](9)-*-
Jerald Friedman[371,723](10)-*-
Richard G. Dooley[363,206](11)-*-
Frank Lourenso[359,606](12)-*-
Joe Grills[244,432](13)-*-
Richard Saltzman[101,750](14)-*-
F. Patrick Hughes[93,328](15)-*-
All Directors and executive
officers as a group (including
four executive officers not named
herein)[28,084,757](4)(16)[2,111][11.2]*
_ _ _ _ _ _ _ _ _ _
Shares Owned Beneficially (#)Percent of Class(%)
  Name & Address (where required)
  of Beneficial OwnerCommon   Class H   Class I   Class J   Class K   Common   Class H(1)   Class I(1)   Class J(1)   Class K(1)
  The Vanguard Group, Inc.56,633,205(2)————13.8%————
  100 Vanguard Blvd
  Malvern, PA 19355
  BlackRock, Inc.35,275,716(3)————8.6%————
  40 East 52nd Street
  New York, NY 10022
  Milton Cooper10,889,083(4)(5)————2.7%————
  c/o Kimco Realty
  Corporation
  3333 New Hyde Park Rd.
  New Hyde Park, NY 11042
  David B. Henry1,500,574(6)————*————
  Glenn G. Cohen458,242(7)————*————
  Richard G. Dooley377,180(8)————*————
  Frank Lourenso355,015(9)————*————
  Joe Grills245,388(10)————*————
  Conor Flynn199,491(11)————*————
  Richard Saltzman197,756(12)————*————
  F. Patrick Hughes195,524(13)————*————
  Philip E. Coviello96,794(14)————*————
  Colombe M. Nicholas41,340(15)————*————
  All Directors and executive
  officers as a group14,556,387————3.5%————

*     Less than 1%
(1)Not applicable. The Company's Class H, Class I, Class J and Class K Preferred Stock are, generally, not voting securities of the Company.
(2)The Company has received a copy of Schedule 13G as filed with the SEC by the Vanguard Group, Inc. (“Vanguard”("Vanguard") reporting ownership of these shares as of December 31, 2006.2013. As reported in said Schedule 13G, Vanguard has sole voting power with respect to 1,172,245 shares and has sole dispositive power for all of such55,647,864 shares.
(2)(3)Not applicable. The Company’s Class F Preferred Stock is notCompany has received a copy of Schedule 13G as filed with the SEC by BlackRock, Inc. ("BlackRock") reporting ownership of these shares as of December 31, 2013. As reported in said Schedule 13G, BlackRock has sole voting security of the Company.power with respect to 30,948,208 shares and sole dispositive power with respect to 35,275,716 shares.
(3)(4)Includes 3,250,025247,500 shares held by a foundation controlled by Mr. Cooper. Excludes 500,000 shares held in charitable remainder trusts in which Mrs. Cooper is a trustee, as to all of which shares Mr. Cooper as trustee for the benefit of Mr. Kimmel’s son.disclaims beneficial ownership. Does not include 771,5801,855,645 shares held by adult members of Mr. Cooper’s family,Mrs. Cooper and their children, as to all of which shares Mr. Cooper disclaims beneficial ownership. Includes options or rights to acquire 1,266,6281,143,975 shares of Common Stock that are exercisable within 60 days of March 23, 2007. Includes 740,0007, 2014, 38,231 shares held in a margin account.his 401(k) account and 135,514 shares of restricted stock.

8


(4)(5)Does not include 3,270,296Excludes 2,065,358 shares held by KC Holdings, Inc., a related, private corporation in which Mr. Cooper holds a controlling interest. See “Compensation Committee Interlocks and Insider Participation - KC Holdings”.
(5)The Company has received a copyless than 10% of Schedule 13F as filed with the SEC by Stichting Pensioenfonds ABP (“ABP”) reportingoutstanding equity. Mr. Cooper disclaims beneficial ownership of theseall shares asindirectly held by KC Holdings, Inc. and does not share the power to vote or dispose of December 31, 2006. As reported in said Schedule 13F, ABP has sole voting and dispositive power for all such shares.
(6)Does not include 3,250,025 shares held in trust by Mr. Cooper for Mr. Kimmel’s son or 4,803,489 shares held by Mrs. Helen Kimmel, his wife, as to all of which shares Mr. Kimmel disclaims beneficial ownership. Also, does not include 1,345,824 shares held by foundations and trusts for which Mrs. Kimmel is a trustee, as to all of which shares Mr. Kimmel disclaims beneficial ownership. Includes options or rights to acquire 188,9321,068,975 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014, 52,884 shares held in his 401(k) account and 149,613 shares of restricted stock. Includes 228,549 shares held in a margin account.
(7)Includes 320,576412 shares held by Pappagallo Family Holdings LLC, a limited liability company in which Mr. Pappagallo owns a majority of the equity interest and is a co-managing member withCohen for his spouse.children. Includes options or rights to acquire 494,000249,364 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014, 11,066 shares held in his 401(k) account and 146,164 shares of restricted stock. Includes 320,57651,235 shares held in a margin account.

(8)Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement 19


(8)Includes options or rights to acquire 528,452129,500 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014 and 16,375 shares of restricted stock.
(9)Does not include 4,500 shares owned by Mrs. Lourenso, his spouse, as to all of which shares Mr. Lourenso disclaims beneficial ownership. Includes 163,108684 shares held in a margin account.
(9)by Mr. Lourenso as trustee for the benefit of his granddaughter. Includes options or rights to acquire 190,750129,500 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014 and 16,375 shares of restricted stock.
(10)Includes options or rights to acquire 332,128129,500 shares of Common Stock that are exercisable within 60 days of March 23, 2007. Includes 38,3307, 2014 and 16,375 shares held in a margin account.of restricted stock.
(11)Includes options or rights to acquire 233,93291,550 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014, 2,009 shares held in his 401(k) account and 77,125 shares of restricted stock.
(12)Does not include 4,500Includes 50 shares ownedheld by Mrs. Lourenso,Mr. Saltzman for his wife, as to all of which shares Mr. Lourenso disclaims beneficial ownership.son. Includes options or rights to acquire 209,224acquire129,500 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014 and 16,375 shares of restricted stock.
(13)Includes options or rights to acquire 211,432129,500 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014 and 16,375 shares of restricted stock.
(14)Includes 4,500 shares held in a Testamentary Trust in which Mr. Coviello is a trustee. Does not include 6,500 shares owned by Mrs. Coviello, his spouse, as to all of which shares Mr. Coviello disclaims beneficial ownership. Includes options or rights to acquire 101,75037,000 shares of Common Stock that are exercisable within 60 days of March 23, 2007.7, 2014 and 16,375 shares of restricted stock.
(15)Includes options or rights to acquire 91,82814,667 shares of Common Stock that are exercisable within 60 days of March 23, 2007.
(16)Includes options or rights to acquire 801,0817, 2014 and 15,584 shares of Common Stock that are exercisable within 60 days of March 23, 2007 by three executive officers who are not directors or named executive officers and includes 168,218 shares held in a margin account related to two executive officers who are not directors or named executive officers.restricted stock.

Executive 20


Compensation Discussion
and Analysis

Introduction

We pay our NEOs using salary, annual incentive and Transactionsequity awards. We seek to pay our NEOs in 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 Management and Otherswhat comparable employers pay. For 2013, our NEOs were:

  • Milton Cooper, Executive Officers. Reference should be made to the Company’s annual report on Form 10-K for the year ended December 31, 2006, incorporated herein by reference, following Part I, Item 4, for information with respect to the executive officers of the Company.

    Executive Compensation. The following table sets forth the summary compensation of the Chief Executive Officer (and Chairman of the Board of Directors),Directors;

  • David B. Henry, Vice Chairman of the Board of Directors, President and Chief Executive Officer;
  • Michael V. Pappagallo, former Executive Vice President and Chief Operating Officer;
  • Glenn G. Cohen, Executive Vice President, Chief Financial Officer and the threeTreasurer; and
  • Conor Flynn, Executive Vice President and Chief Operating Officer.

Our Board of Directors has an Executive Compensation Committee (the “Committee”) that administers and monitors what and how we pay our NEOs and other most highly paidexecutives. The Committee held five meetings in person or by phone during 2013. The Committee is comprised of Joe Grills (Chairman), Philip Coviello, Richard Dooley, F. Patrick Hughes, Frank Lourenso, Colombe M. Nicholas and Richard Saltzman. We encourage feedback from our stockholders regarding our executive officers, collectively the Named Executive Officers (“NEOs”)compensation program. In 2013, over 99% of the votes cast (i.e., excluding abstentions and broker non-votes) in our Say-on-Pay advisory vote approved the proposal.

Our senior management team worked to strategically position Kimco for long-term performance by focusing their efforts on strengthening our portfolio, maintaining our capital and liquidity positions, and operating competitively. Our compensation decisions in 2013 emphasized rewarding corporate / financial performance and individual performances and achievements of our NEOs, commensurate with our business results, to successfully execute our strategy to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada.



Executive Summary

Our Business

Kimco Realty Corporation is one of the nation’s largest publicly traded owners and operators of neighborhood and community shopping centers, measured in gross leasable area (“GLA”). As of December 31, 2013, the Company had interests in 852 shopping center properties aggregating 124.5 million square feet of GLAand 575 other property interests, primarily through the

Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada, Mexico, Chile and Peru.



2013 Business Highlights

We were able to deliver improved financial results and make progress on our business development strategies. Highlights of the 2013 fiscal year included:

  • Achieved funds from operations (“FFO”), as adjusted (non-GAAP) of $543.7 million or $1.33 per diluted share for the 2006 calendar year.full year 2013, representing a 5.6% increase per diluted share over 2012 FFO, as adjusted. See Annex A starting on page 52 for the definition of FFO and FFO, as adjusted and a reconciliation of 2013 net income to FFO, as adjusted.

    9

  • SUMMARY COMPENSATION TABLEGross occupancy in the total combined shopping center portfolio reached 94.6% as of December 31, 2013, representing an increase of 60 basis points from the 2012 year end level of 94.0%.

                                        Change in          
            Pension  
            Value and  
            Nonqualified  
           Non-Equity Deferred  
    Name and    Stock Option Incentive Plan Compensation All Other 
    Principal  Salary Bonus Awards Awards Compensation Earnings Compensation Total
    Position Year ($) ($) ($) ($) (2) ($) ($) ($)(1) ($)
    (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
    Milton Cooper 2006650,000625,000 -1,531,500

    -     

    		 -80,0692,886,569
       Chairman of the Board         
       Of Directors and Chief         
       Executive Officer         
    Michael V. Pappagallo (3)2006400,000525,000 - 241,778

    -     

    		 -108,9001,275,678
       Executive Vice President          
       - Chief Financial Officer          
    Michael J. Flynn (3)2006650,000625,000 -1,531,500

    -     

    		 -122,1032,928,603
       Vice Chairman of the          
       Board of Directors          
       and President & Chief          
       Operating Officer          
    David B. Henry (3) 2006650,000600,000 - 351,950

    -     

    		 -105,6471,707,597
       Vice Chairman of the          
       Board of Directors and          
       Chief Investment Officer          
    Jerald Friedman (3)  2006 500,000 -  -573,267 

    600,000

    		  -  9,310  1,682,577
       Executive Vice President           
  • Executed 2,473 leases, renewals and options totaling over 9.9 million square feet in the combined shopping center portfolio.

  • Acquired 32 shopping center properties and eight outparcels comprising an aggregate 4.1 million square feet of GLA in 2013.


(1)The Company provides to each of Messrs. Cooper, Pappagallo, Flynn, and Henry the use of a car and driver to transport these individuals in the conduct of their duties as executive officers of the Company. The PolicyContinues on the use of the cars for 2006 is outlined below:
  • next pageThe cars and drivers were available, when not in use by the foregoing executive officers, for other employees conducting Company business;4
  • These services were also available under certain circumstances to third parties involved in Company business at the Company’s New Hyde Park location;
  • The cars and drivers were used from time to time for deliveries and other transportation of documents or other materials; and
  • The cars were provided to these officers with drivers for commuting and without drivers for personal use.
       
 
The aggregate incremental cost of this perquisite to the Company in 2006 for Messrs. Cooper, Pappagallo, FlynnKimco Realty Corporation 2014 Proxy Statement 21


       Compensation Discussion and Henry was $70,759, $99,590, $112,793, and $79,092, respectively.
(2)Amounts reflect the dollar amount, without any reduction for risk of forfeiture, recognized for financial reporting purposes for the fiscal year ended December 31, 2006, calculated in accordance with the provision of SFAS No. 123R. Portions of awards over several years are included. The fair value of each award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 21 to Consolidated Financial Statements in the Company’s 2006 Form 10–K. The value of awards granted to the NEOs in 2006, are reflected on the 2006 Grants of Plan–Based Awards table on page 11. The value actually received by the NEOs in 2006, is reflected on the 2006 Option Exercises and Stock Vested table on page 13.
(3)See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.Analysis

10

     The following table provides information on future payouts under non-equity

  • Disposed of 36 operating properties and equity incentive plan awards grantedthree outparcels.
  • Monetized non-retail assets of $304.7 million and reduced its non-retail book values by $337.3 million to $61.2 million.
  • Executed over $600 million of capital raising during 2013 primarily used for the refinancing and repayment of debt resulting in savings of approximately $13.5 million annually.


Executive Compensation and Corporate Governance Highlights

Our compensation philosophy and corporate governance standards are designed to align executive compensation with long-term stockholder interests:

  • We maintain a majority vote for the election of directors (uncontested elections). We are requesting our stockholders approve an amendment to the Company’s Charter to eliminate supermajority voting requirements.
  • The leadership structure of our Board of Directors consists of an Executive Chairman, a Vice Chairman (who is also our President and CEO), a Lead Independent Director, who is elected by the independent directors, and knowledgeable committee chairs with appropriate experience.
  • The Committee’s independent compensation consultant, Pay Governance LLC (“Pay Governance”), is retained directly by the Committee and performs no other services for management.
  • The Committee conducts continuous reviews of our compensation strategy, including a review of our compensation-related risk profile so that our compensation-related policies and programs do not create risks that are reasonably likely to have a material adverse effect on the Company.
  • A significant portion of our NEOs’ pay is performance based. For example, 76% of the CEO’s total compensation is linked directly to the Company’s performance and 80% of annual long-term incentive opportunities for all NEOs during 2006.

    Grants of Plan-Based Award

                                             All Other     All Other          
             Stock Option  
             Awards: Awards: Exercise  Grant Date
       Estimated Future Payouts Estimated Future Payouts Number of Number of or Base Fair Value
       Under Non-Equity Incentive Under Equity Incentive Shares of Securities Price of of Stock
       Plan Awards (1) Plan Awards Stock orUnderlying Option and Option
      Grant  Target Max Threshold  Target  Max Units Options Awards Awards
    Name Date Threshold ($) (#) (#) (#) (#)  (#) (#)(2) ($/Sh) ($)(3)
    (a)  (b)  (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
    Milton Cooper 8/16/06 -- - - -  - -200,000 40.091,186,000
    Michael V. Pappagallo (4)8/16/06 - -  - -  - - -90,000  40.09533,700
    Michael J. Flynn (4)  8/16/06 -- -  - - - - 200,000  40.091,186,000
    David B. Henry (4) 8/16/06 -- - - - - - 200,000 40.09 1,186,000
    Jerald Friedman (4) 8/16/06 -600,000 - - - - -75,000 40.09444,750

    (1)The payment to Jerald Friedman under his non-equity incentive plan award has already been determined and the final payment was made in January 2007. This award is included in the Non–Equity Incentive Plan Compensation column (column (g)) of the 2006 Summary Compensation Table. See “Compensation Discussion and Analysis” for information concerning Jerald Friedman’s employment agreement.
    (2)All options were granted on August 16, 2006 under the 1998 Equity Participation Plan and have a term of ten years from the grant date and vest in 20% increments on each of the first, second, third, fourth and fifth anniversaries of the grant date. The amount recognized for financial reporting purposes under SFAS 123R is included in the Option Awards column (column (f)) of the 2006 Summary Compensation Table.
    (3)Amounts reflect the fair value of the award estimated on the date of grant using the Black-Scholes option pricing formula. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 21 to Consolidated Financial Statements in the Company’s 2006 Form 10–K.
    (4)See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.

    11

         The following table provides information on outstandingare delivered in performance-based equity awards asin the form of performance shares. In 2013, our annual long-term incentive opportunities for our NEOs were in the form of performance shares and restricted stock and starting in 2014, NEOs will only receive performance-based equity awards in the form of performance shares and restricted stock.

  • We have stock ownership guidelines for our NEOs and directors. As of December 31, 2006 for2013, each NEO.

    Outstanding Equity Awards at Fiscal Year-End

          Option Awards     Stock Awards
                                 Equity     
             Incentive 
             Plan Equity
        Equity     Awards: Incentive
        Incentive    Market Number of Plan Awards:
      Number of Number of Plan Awards:   Number Value of Unearned Market or
      Securities Securities Number of   of Shares  Shares Shares, Payout Value
      Underlying Underlying Securities   or Units or Units Units or of Unearned
      Unexercised Unexercised Underlying   of Stock  of Stock Other Shares, Units
      Options Options Unexercised Option Option That That Rights That  or Other Rights
      (#) (#) Unearned Exercise Expiration Have Not  Have Not   Have Not That Have Not
      Exercisable    Unexercisable Options Price Date Vested Vested Vested Vested
     Name (1) (2) (#) ($) (3) (#) ($) (#) ($)
     (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
    Milton Cooper 178,128- 10.666712/15/2009 - - - -
     225,000- 13.583311/28/2010    
     225,000 - 16.400012/13/2011    
     225,000- 15.625012/10/2012    
     225,000- 21.925012/10/2013    
     148,50076,500 28.4800 12/7/2014    
     40,000160,000  31.62008/31/2015    
     -200,000 40.09008/16/2016    
    Michael V. Pappagallo150,000-  13.583311/28/2010 - - - -
     100,000- 16.400012/13/2011    
     130,000- 15.625012/10/2012    
     150,000- 21.925012/10/2013    
     99,00051,000 28.480012/7/2014    
     15,00060,000 31.62008/31/2015    
     -90,000 40.09008/16/2016    
    Michael J. Flynn 76,500- 21.925012/10/2013 - - - -
     74,25076,500 28.480012/7/2014    
     40,000160,000 31.62008/31/2015    
     -200,000 40.09008/16/2016    
    David B. Henry 9,452- 13.66674/16/2011 - - - -
     100,000- 16.400012/13/2011    
     130,000- 15.625012/10/2012    
     150,000- 21.925012/10/2013    
     99,00051,000 28.480012/7/2014    
     40,000160,000 31.62008/31/2015    
      -200,000 40.09008/16/2016    
    Jerald Friedman  8,128 - 10.666712/15/2009 - - - -
     75,000- 13.583311/28/2010    
     50,000-  16.400012/13/2011    
     60,000 - 15.625012/10/2012    
     60,000- 21.925012/10/2013    
     39,60020,400 28.480012/7/2014      
     13,20026,800 26.70002/1/2015     
     13,00052,000 31.62008/31/2015    
     -75,000 40.09008/16/2016     

    (1)All options granted prior to August 1, 2005, vest ratably over a three year term.
    (2)All options granted after August 1, 2005, vest ratably over a five year term.
    (3)For each option shown, the expiration date is the 10th anniversary of the date the option was granted.

    12

         The following table provides information on options exercised by the NEOs and directors who were employed with us satisfied his or her individual stock ownership level. See “Corporate Governance—Stock Ownership Guidelines” on page 13 for more information.

  • We maintain a formal program of continuing education for directors. In 2013, directors participated in 2006.

    Option Exercisescustomized Company-sponsored sessions on business-related topics, corporate governance matters, SEC rule changes, and Stock Vested

          Option Awards     Stock Awards
      Number of      Number of     
      Shares  Shares 
      Acquired Value Realized Acquired Value Realized
      on Exercise on Exercise on Vesting on Vesting
    Name (#) ($) (1) (#) ($)
    (a)  (b) (c) (d) (e)
    Milton Cooper-- - -
    Michael V. Pappagallo 79,4222,231,636  - -
    Michael J. Flynn 225,000  2,970,574  - -
    David B. Henry100,000 2,347,615 -  -
    Jerald Friedman59,3741,610,402 - -

    (1)The value realized on exercise was determined by subtracting the option exercise price from the market price of the stock on the date of exercise, multiplied by the number of shares being exercised.

         The Company does not pay any pension benefits or any non-qualified deferred compensationother current topics such as cyber security, including issues applicable to its NEOs.

    Employment Agreements. Effective July 2004, the Company entered into a new employment agreement with Mr. Michael J. Flynn, which is scheduled to expire December 31, 2007, pursuant to which Mr. Flynn continues to serve as President and Chief Operating Officerparticular committees of the Company. In accordanceBoard of Directors.

  • Our Board of Directors has a policy prohibiting our NEOs and members of the Board of Directors from engaging in any hedging transactions with this employment agreement, Mr. Flynn isrespect to receive a minimum of $1,000,000 per annum ($650,000 base salary and $350,000 guaranteed bonus) as compensation for his services and shall be eligible to receive grants of Common Stockequity securities of the Company held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or options with respect thereto,offset any decrease in the market value of such amounts, if any,equity securities.
  • The Company has a policy that limits the pledging of shares to 25% of the value of holdings above the stock ownership requirements for our NEOs and members of the Board of Directors effective December 31, 2014.
  • The Company adopted a clawback policy as further described on page 14.
  • Our NEOs receive no perquisites or other personal benefits, unless such benefits serve a necessary business purpose, such as the Boarduse of Company-provided vehicles and drivers. Additionally our NEOs receive other benefits, such as life insurance as well as other health and welfare programs that are provided to employees generally.
  • We maintain an executive severance plan with a “double trigger” change in its sole discretion shall determine.control arrangement that covers our NEOs and certain other members of the Company’s senior management. The executive severance plan does not provide for any gross-up payments for Parachute Payment Taxes (as defined below).


22


Stockholder Say-on-Pay Votes

At our 2013 Annual Meeting of Stockholders, we provided our stockholders with the opportunity to cast an advisory vote on executive compensation, and in future years such advisory vote will occur annually. Over 99% of the votes cast (i.e., excluding abstentions and broker non-votes) on this Say-on-Pay vote were voted in favor of the proposal. We have considered the results of the 2013 vote and believe the support of our stockholders for the vote proposal indicates that our stockholders are supportive of our approach to

executive compensation, including the ratio of performance-based compensation to all other compensation, the ratio of performance-based equity compensation to time-based equity compensation, and the integrity of our peer group. Thus we did not make changes to our executive compensation arrangements in response to the vote. In the event of, and depending upon the reasons for termination of Mr. Flynn’s employment with the Company prior to such dates, (i) any such non-vested shares would become 100% vested as of the termination date and (ii) Mr. Flynn would receive severance in the amount equal to the base salary then in effect for the greater of the balance of the term of this agreement or one year.

     Effective July 2004, the Company entered into an employment agreement with Mr. Henry, which was scheduled to expire December 31, 2007, pursuant to which Mr. Henry would serve as Vice Chairman and Chief Investment Officer of the Company. In accordance with this employment agreement, Mr. Henry was to receive a minimum of $1,000,000 per annum ($650,000 base salary and $350,000 guaranteed bonus) as compensation for his services and would be eligible to receive grants of Common Stock of the Company or options with respect thereto, in such amounts, if any, as the Board in its sole discretion shall determine. Mr. Henry was also entitled to an unrestricted award of 75,000 shares of Common Stock if Mr. Henry was employed by the Company on April 2, 2011. In the event of, and depending upon the reasons for a termination of Mr. Henry’s employment with the Company prior to such dates, (i) any such non-vested shares would become 100% vested as of the termination date and (ii) Mr. Henry would receive severance in the amount equal to the base salary then in effect for the greater of the balance of the term of this agreement or one year.

     On March 8, 2007, the Company entered into a new four-year employment agreement with Mr. Henry, to be effective as of April 15, 2007, pursuant to which Mr. Henry would continue to serve as Vice Chairman and Chief Investment Officer of the Company, and is scheduled to expire on April 14, 2011, unless renewed or cancelled according to the terms of the agreement. In accordance with his employment agreement, Mr. Henry will receive a minimum of $1,300,000 per annum ($700,000 base salary and $600,000 guaranteed bonus) as compensation for his services and will be eligible to receive grants of Common Stock of the Company or options, with respect thereto, in such amounts, if any, as the Board in its sole discretion shall determine. Mr. Henry is also entitled to an unrestricted award of 75,000 shares of Common Stock if Mr. Henry is employed by the Company on April 2, 2011. In the event of, and depending upon the reasons for a termination of Mr. Henry’s employment with the Company prior to such dates, (i) any such non-vested shares would become 100% vested as of the termination date and (ii) Mr. Henry would receive severance in the amount equal to the base salary and minimum bonus then in effect for the greater of the balance of the term of the agreement or one year.

13

     On September 21, 2005, the Company entered into an employment agreement with Mr. Friedman, which is scheduled to expire December 31, 2007, pursuant to which Mr. Friedmanfuture, we will continue to serveconsider the outcome of our Say-on-Pay votes when making compensation decisions regarding our NEOs.



Elements of our Executive Compensation Program

Our executive compensation program provides pay-for-performance compensation that is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately motivate our key employees who drive long-term value creation. The following graph shows the correlation between our net income, FFO, as President ofadjusted, EBITDA, as adjusted, and FFO per share, as adjusted, and the Company’s development subsidiary, Kimco Developers, Inc. (“KDI”). In accordance with this employment agreement, Mr. Friedman receives a base salary of $500,000 per annum. In addition, Mr. Friedman is eligibletotal compensation we paid to earn a bonusour CEO during the last five fiscal years, based uponon the calculation of KDI’s Profits, as definedamounts reported in the employment agreement. For each twelve month period duringsummary compensation tables of our Proxy Statements for these years.

FFO, as adjusted, EBITDA, as adjusted, and leverage, calculated from debt to total assets, defined as consolidated debt plus JV pro rata share of debt divided by the employment termtotal gross consolidatd assets and JV share of pro rata gross assets, are the metrics used in which KDI profitsour annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are realized, Mr. Friedman shall be eligible to receive a bonus, less all required deductions (“Yearly Bonus”). The total Yearly Bonus during each twelve month period endingaligned. See Annex A starting on December 31st shall be an amount equal to fifteen percent (15%) of KDI Profits or $450,000, whichever is less. The Yearly Bonus shall be paid at the end of each calendar quarter in the amount of $112,500 for the first three calendar quarters and, at the end of the fourth calendar quarter in an amount equal to the difference between $337,500 and i) fifteen percent (15%) of KDI Profits or ii) $450,000, whichever is less. In the event fifteen percent (15%) of KDI Profits for the twelve month period ending on December 31st is less than the $337,500 already received by Mr. Friedman during the first three calendar quarters, Mr. Friedman will reimburse to the Company the overpayment. The Yearly Bonus to be earned by Mr. Friedman shall not be in excess of $450,000 for any said twelve month period ending on December 31st, unless the Executive Compensation Committee of the Board so states in writing. In the event of, and depending upon the reasons page 52for a terminationreconciliation of Mr. Friedman’s employment with the Company priornet income to the expiration of the employment agreement, (i) any non-vested options would become 100% vestedFFO, as of the termination dateadjusted and (ii) Mr. Friedman would receive severance in the amount equal to the base salary and bonus then in effect for the greater of the balance of the term of this agreement or one year.

     Effective January 2002, the Company entered into a three-year employment agreement with Mr. Pappagallo pursuant to which Mr. Pappagallo continues to serveEBITDA, as Chief Financial Officer of the Company. In accordance with this employment agreement, Mr. Pappagallo (i) is to receive a base salary of $400,000 per annum, (ii) shall be eligible to receive a bonus in such amounts, if any, as the Board, in its sole discretion shall determine and (iii) shall be eligible to receive grants of Common Stock of the Company, or options with respect thereto, in such amounts, if any, as the Board in its sole discretion shall determine. Mr. Pappagallo’s employment contract was extended through 2007. In the event of, and depending upon the reasons for a termination of Mr. Pappagallo’s employment with the Company prior to such dates, (i) any such non-vested shares would become 100% vested as of the termination date and (ii) Mr. Pappagallo would receive the remaining compensation due through the term of his employment agreement.

Potential Payments upon Termination or Change in Control.

Severance Agreements. The Company does not maintain separate severance agreements with its NEOs. However, the employment agreements with each of Messrs. Flynn, Henry, Pappagallo and Friedman provide for payments upon the termination of their employment for certain reasons. Since Mr. Cooper is not a party to an employment agreement with the Company, he would not receive severance payments or payments as a result of a change-in-control.adjusted.



     If an executive is terminated “without cause,” each of Messrs. Flynn, Henry and Friedman would be entitled to receive severance in an amount equal to his base salary and bonus for the remaining term of the applicable employment agreement or one year, whichever amount is greater. Mr. Pappagallo would be entitled to receive severance in an amount equal to his base salary for the remaining term of the applicable employment agreement or one year, whichever amount is greater. In addition, all unvested stock options would become 100% vested as of the date of termination and the terminated executive would continue to receive any group health and welfare benefits previously paid for by the Company through the expiration of the severance period.

14

The Company does not pay any severance benefits in the event a NEO is terminated for cause.The term, “cause” generally means, with respect to a NEO: (i) a finding by the Board that he has harmed the Company through an act of dishonesty in the performance of his duties, (ii) conviction of a felony, (iii) failure to perform his material duties (other than a failure due to disability) after written notice is provided to him specifying the failure and a reasonable opportunity to cure, (iv) fraud or embezzlement, (v) gross misconduct or gross negligence in connection with our business which has a substantial adverse effect on us or (vi) violation of any of our policies prohibiting harassment or discrimination in the workplace.

     The following table was prepared as though each of the named executive officers had been terminated without cause on December 29, 2006. The assumptions and valuations are noted in the footnotes to the table.

Non-Equity
Incentive
Name andStockOptionPlan
PrincipalSalaryBonusAwardsAwardsCompensationTotal
Position     ($)     ($)     ($)(4)     ($)(2)     ($)     ($)
Michael V. Pappagallo (1) (3)400,000--2,077,170-2,477,170
Michael J. Flynn (1) (6) 650,000 350,000-- -1,000,000
David B. Henry (1) (5)650,000350,000 3,371,2505,638,770-10,010,020
Jerald Friedman (1)500,000--1,882,748450,0002,832,748
 
(1)*     See ExecutiveThe Total Compensation and Transactions with Management and Others – “Employment Agreements”.
(2)Amount was determined by subtracting the option strike price from the market price of the stock on December 29, 2006 ($44.95), multiplied by the number of sharescolumn for all unvested options as of December 29, 2006.
(3)Mr. Pappagallo’s employment agreementFY2011 does not have a guaranteed set bonus amount.
(4)In accordance withinclude Mr. Henry’s employment agreement, he is entitled to an unrestricted award of 75,000 shares of the Company’s Common Stock. AmountStock which was determined usingawarded to Mr. Henry upon achieving his 10 year anniversary at the market price of the stockCompany, pursuant to his original 2001 employment agreement.

Continues on December 29, 2006 ($44.95).next page4
(5)In accordance with the 1998 Equity Participation Plan, Mr. Flynn’s options vest immediately upon retirement.
(6)Kimco Realty Corporation 2014 Proxy Statement Amounts for Mr. Henry are based on his employment agreement in effect on December 29, 2006. If Mr. Henry was terminated without cause on April 15, 2007, the effective date of his new employment agreement, the amounts for salary and bonus above would be $2,800,000 and $2,400,000, respectively.23

     The Company would also pay limited amounts to each of Messrs. Flynn, Henry, Friedman and Pappagallo if employment were terminated due to death or disability. In the event of termination due to death or disability, the NEOs stock options will immediately vest and become fully exercisable. In addition, each NEO (or his beneficiary) will continue to receive his base salary for six months.

     The following table was prepared as though each of the named executive officers had been terminated due to death or disability on December 29, 2006. The assumptions and valuations are noted in the footnotes to the table.

Non-Equity
Incentive
Name andPlan
PrincipalSalaryBonusOption AwardsCompensationTotal
Position     ($) (4)     ($)     ($)(2)     ($)     ($)
Michael V. Pappagallo (1) 200,000-2,077,170  - 2,277,170
Michael J. Flynn (1) (3)325,000- - -325,000
David B. Henry (1) (5) 325,000 -5,638,770 -5,963,770
Jerald Friedman (1)250,000-1,882,748 -2,132,748


(1)    See Executive       Compensation Discussion and Transactions with Management and Others – “Employment Agreements”.
(2)Amount was determined by subtracting the option strike price from the market price of the stock on December 29, 2006 ($44.95), multiplied by the number of shares for all unvested options as of December 29, 2006.
(3)In accordance with the 1998 Equity Participation Plan, Mr. Flynn’s options vest immediately upon retirement.
(4)Represents payments that would be made to the NEOs beneficiary if terminated due to death.
(5)Amounts for Mr. Henry are based on his employment agreement in effect on December 29, 2006. If Mr. Henry was terminated due to death or disability on April 15, 2007, the effective date of his new employment agreement, the amount for salary above would be $350,000.Analysis

15

Change-in-Control. It is the Company’s belief that the interests of our stockholders will be best served if the interests of our named executive officers are aligned with them in the event of a possible acquisition of the Company. We believe that providing change-in-control benefits should eliminate, or at least reduce, the reluctance of management to pursue potential change-in-control transactions that may be in the best interests of our stockholders. Relative to our overall value, we believe these potential change-in-control benefits are minor.

In addition, change-in-control payments should separate the Company from the former employee as soon as practicable to enable new management or owners to run our business without interference.For instance, while it is possible to provide salary continuation to an employee during the job search process, which in some cases may be less expensive than a lump-sum change-in-control payment, our change-in-control program will pay a lump-sum change-in-control payment in order to most cleanly sever the relationship as soon as practicable following a change-in-control termination of employment (as described below).

     If any of Messrs. Flynn, Henry, Friedman or Pappagallo is terminated without cause following a “change-in-control” or resigns within 60 days following a “change-in-control,” he would be entitled to a lump-sum payment equal to the lesser of: (i) his base salary and bonus for the remaining term of the NEO’s employment agreement or (ii) the greatest payment, which in combination with all other payments to which he would be entitled in connection with the change-in-control, would not constitute an “excess parachute payment” as such term is defined in Section 280G of the Internal Revenue Code. Since Internal Revenue Code Section 280G denies us a business expense deduction on any payments, non-cash benefits and option acceleration provided to an officer in connection with certain changes in control that equal or exceed three times the officer’s average compensation for the past five years, we cap change-in-control cash payments to reduce the likelihood that adverse tax consequences will be imposed on us. In addition, we would continue to pay for a particular NEO’s group health and welfare benefits for the applicable period and all unvested stock options would automatically vest.

     A “change-in-control” is generally defined as (i) a sale of all or substantially all of our assets to a non-affiliate of the Company or an entity in which our stockholders immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale of our voting stock that results in more than 50% of our voting stock being held by one person or group or (iii) a merger or consolidation of the Company into another entity in which our stockholders, immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction.

The following table was prepared as though there was a change-in-control on December 29, 2006. The assumptions and valuations are noted in the footnotes to the table.

SalaryBonusNon-Equity
ComponentComponentIncentive
Name andof Lump-Sumof Lump-Sum StockOptionPlan
PrincipalPaymentPaymentAwardsAwardsCompensationTotal
Position      (7)($)      (7)($)     ($)(4)     ($)(2)     ($)     ($)
Michael V. Pappagallo (1) (3)400,000-- 2,077,170-2,477,170
Michael J. Flynn (1) (5) 650,000 625,000-- - 1,275,000
David B. Henry (1) (6)650,000600,000 3,371,2505,638,770-10,260,020
Jerald Friedman (1)500,000--1,882,748600,0002,982,748

(1)    See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.
(2)Amount was determined by subtracting the option strike price from the market pricecomponent parts of the stock on December 29, 2006 ($44.95), multiplied by the number of shares for all unvested options as of December 29, 2006.
(3)Mr. Pappagallo’s employment agreement does not have a guaranteed set bonus amount.
(4)In accordance with Mr. Henry’s employment agreement, he is entitled to an unrestricted award of 75,000 shares of Common Stock. Amount was determined using the market price of the stock on December 29, 2006 ($44.95).
(5)In accordance with the 1998 Equity Participation Plan, Mr. Flynn’s options vest immediately upon retirement.
(6)Amounts for Mr. Henry are based on his employment agreement in effect on December 29, 2006. If Mr. Henry was terminated due to a change-in-control on April 15, 2007, the effective date of his new employment agreement, the amounts for salary and bonus above would be $2,800,000 and $2,400,000, respectively, subject to caps pursuant to Internal Revenue Code Section 280G as described above.
(7)These lump-sum payments are subject to caps pursuant to Internal Revenue Code Section 280G as described above.

16

COMPENSATION DISCUSSION AND ANALYSIS

Introduction.

     We compensate our named executive officers with a mix of base salary, bonus and equity-based compensation designed to be competitive with comparable employers and to align management’s incentives with the long-term interests of our stockholders. At the senior executive levels (including our named executive officers), we design incentive compensation primarily to reward company-wide performance, although performance of a named executive officer in his area of responsibility is also a factor. For the year ended December 31, 2006, our named executive officers, or NEOs, were Milton Cooper, Michael Flynn, David Henry, Michael Pappagallo and Jerald Friedman.

     The Executive Compensation Committee, or the Committee, of our Board of Directors is responsible for developing, administering and monitoring our executive compensation programs, ensuring that these programs are designed to be consistent with our compensation philosophy, corporate strategies and business objectives. The Committee also reviews and approves all compensation plans affecting certain of our executive officers and determines the specific amounts of compensation for our named executive officers. The Committee met either by teleconference or in personprogram are:

Compensation Component

Purpose/Key Characteristics

Base Salary

  • Goal: Provide fixed compensation giving a measure of certainty and predictability.
  • Determined based on seven occasions during 2006 to examine our compensation structure and determine the proper levels and components of compensation for our NEOs. The Committee currently comprises: Martin Kimmel, Richard Dooley, Richard Saltzman, Joe Grills, Frank Lourenso and F. Patrick Hughes.

         From time to time, the Committee may retain compensation and other management consultants to assist with, among other things, structuring our various compensation programs and to determine appropriate levels of salary, bonus and other awards payable to our NEOs and other key personnel. The Committee may also retain consultants to assist the Committee in guiding us in the development of near-term individual performance objectives that are intended to achieve long-term profitability.

    Objectives of Compensation Programs.

    Philosophy. Our compensation philosophy for our NEOs revolves around four primary objectives: our NEOs work together as, and should be compensated like, partners in running our business, and our compensation practices should be easy-to-understand, properly motivate management and reward performance. Each element of our compensation philosophy is described further below.

    • Our NEOs are partners: We believe our NEOs are partners in managing our business. We believe our compensation practices should facilitate a team environment. The base salary and cash bonus components of compensation for our NEOs is rather close, although we use stock option grants in differing amounts to reward an individual NEO’s contribution to our business. We believe our business is managed best when our named executive officers work together to increase value for our stockholders.

    • Keep it simple: Historically, we have not compensated our NEOs using elaborate forms of compensation that may be difficult to understand. We want our compensation practices to be transparent to our employees and stockholders. We use basic forms of compensation, including base salary, cash bonus and stock options. In addition, our NEOs would only receive severance and change-in-control payments through terms in their respective employment agreements, and these terms are generally the same for all our NEOs.

    • Use equity to properly motivate our NEOs: We believe that cash compensation for NEOs should be slightly below average in relation to our peer group, and that a substantial portion of compensation should be in the form of stock options so that each NEO’s financial incentives are aligned with those of our stockholders. For our NEOs, we generally increase the amount of equity-based compensation as their level of responsibility increases.

    • Reward performance: We seek to design incentive compensation for our named executive officers to reward company-wide performance, although we also reward the achievement of goals within areas under the control of each of our NEOs. More specifically, we base cash bonus awards and allocation of stock options on a review of the performance of each NEO as a team manager and his effectiveness in meeting our goal to consistently create increased value for our stockholders.

    17

    Use of Benchmarking Data. In determining cash compensation and cash bonuses, the Committee monitors the compensation of a select group of peer companies to be sure that our cash compensation is fair to our NEOs. The Committee does not use benchmarking data as hard-and-fast rules in the compensation-setting process; instead, the Committee often uses compensation surveys as a check on our compensation practices to ensure we remain competitive in the marketplace for executive talent and that our compensation practices are reasonable. Although we believe that competitive compensation is important, we favor a highly individualized and consultative approach involving the Committee, our NEOs, other key personnel and our human resources personnel. In addition, the Committee may determine that it is in our best interests to negotiate total compensation packages with our NEOs that may deviate from the practices of our peers.

         Each year, the Committee directs our human resources department to prepare peer analyses of total compensation and certain of its components with respect to our NEOs. To determine that compensation, our human resources department with assistance from Astron Solutions, a compensation consultant retained by the Company, reviews salary surveys from a peer group and salary amounts provided in proxy statements. With respect to 2006, the peer group consisted of 13 leading real estate investment trusts, including us, Archstone-Smith Trust, AvalonBay Communications Inc., Boston Properties, Developers Diversified Realty Corp., Equity Office Properties Trust, Equity Residential, General Growth Properties, ProLogis, Public Storage, Simon Property Group, Inc., Starwood Hotels & Resorts and Vornado Realty Trust. These companies were selected for the peer group because they have similar businesses and/or market capitalizations.

         Going forward, the Committee expects to use benchmarking data in two ways. In setting annual cash compensation, we aim to provide cash compensation that is slightly below the median annual cash compensation of executive officers performing similar job functions at companies in our peer group. In keeping with our core compensation philosophies, we plan to use equity-based awards to bring total compensation towards the median of our peer group, or when our stock performs well, above the median compensation of our peers. In addition, when determining long-term equity-based compensation for NEOs, the Committee expects to compare our independent financial performance to that of our peer group. Overall, benchmarking can be expected to form a larger part of our compensation process in the future.

    Determination of Total Compensation.

         We attribute our historical success in large part to the talent and dedication of our associates and, in particular, to the management and leadership efforts of our NEOs. We are therefore committed to developing and maintaining compensation policies, plans and programs that are intended to promote the enhancement of cash flows, increased values of real property and other investments and, consequently, increased stockholder value, by aligning the financial interests of our named executive officers with those of our stockholders.

    Each year, the Committee reviews the performance and compensation of our NEOs and establishes their compensation levels. Also, our chief executive officer and vice president of human resources makes recommendations to the Committee regarding proposed compensation packages for consideration.Members of the Committee and the Board often meet informally with our NEOs and other key personnel and evaluate performance based upon our overall growth and achievement within each NEO’s areas of responsibility.

         In evaluating 2006 performance, the Committee noted, under the direction of our named executive officers and other key personnel, our 17.1% increase in Funds from Operations, or FFO for the year ended December 31, 2006 as compared to the year ended December 31, 2005. FFO is generally considered by most industry analysts and equity real estate investment trusts, or REITs, to be an appropriate measure of the performance of an equity REIT. On a diluted per share basis, FFO increased 10.5% for the year ended December 31, 2006 from the previous year. Net income increased 17.8% for the year ended December 31, 2006 to $428.3 million as compared to $363.6 million for the year ended December 31, 2005. On a diluted per share basis, net income increased 11.8% to $1.70 for the year ended December 31, 2006 from $1.52 for the previous year. In addition, in evaluating our performance, the Committee considered management’s contributions to strengthening our consolidated balance sheet.

    18

    Total Compensation of our NEOs.

    Chief Executive Officer, Chief Investment Officer and Chief Operating Officer. Since the Committee considers Mr. Cooper’s compensation in conjunction with the compensation of Messrs. Flynn and Henry, the following discussion of our compensation process applies equally to Messrs. Cooper, Flynn and Henry. The proposed compensation for Messrs. Cooper, Flynn and Henry was discussed and analyzed by the Committee in the context of all the components of their respective total compensation. Under the direction of these three individuals in 2006, we achieved 10.5% increase in FFO per share, increased occupancy in our portfolio and increased contributions from various real estate investment programs and operating businesses. Messrs. Cooper, Flynn and Henry also directed our activities in connection with the investment of $6.6 billion in new real estate. They also oversaw improvement in our liquidity and strengthening of our financial position in 2006. In recognition of Messrs. Cooper, Flynn and Henry’s contributions to the achievement of our goals and continued successful execution of our long-term business plan, the Committee granted to each of Messrs. Cooper, Flynn and Henry options to purchase 200,000 shares of our Common Stock, and Messrs. Cooper and Flynn each received a cash bonus of $625,000 while Mr. Henry received a cash bonus of $600,000 in addition to their respective base salaries of $650,000.

    Other Named Executive Officers.With respect to Messrs. Pappagallo and Friedman, the Committee considers each executive’s overall contribution to our business in a comparable manner to the other NEOs described above, and also considers performance in their respective areas of responsibility. The Committee also relies on the recommendation of Mr. Cooper.

         Mr. Pappagallo has significant oversight responsibility for financial and accounting matters. In addition, Mr. Pappagallo participated in the financial evaluation of certain of our acquisitions, including the acquisition of Pan Pacific Retail Properties, Inc. and the acquisition of the first Puerto Rico properties in our portfolio. Given the improvements in our balance sheet and overall liquidity, his oversight of accounting matters and the successful closing of these transactions, we believe his work has been instrumental to our growth. In 2006, he received a base salary of $400,000, a cash bonus of $525,000 and a stock option grant to purchase 90,000 shares of our Common Stock.

         Mr. Friedman has primary responsibility for our real estate merchant development program. The Committee therefore weighs the performance of this program and in particular the performance of Kimco Developers, Inc., our development subsidiary, in determining his compensation. Mr. Friedman’s employment contract also specifies that his cash bonus will equal the lesser of 15% of the Profits, as defined in Mr. Friedman’s employment agreement, of Kimco Developers or $450,000, unless the Committee approves a different amount. See—“Elements of Compensation—Cash Bonus.” The Committee determined, based upon the success of our real estate development program, to compensate Mr. Friedman with a base salary of $500,000, a cash bonus of $600,000 and a stock option grant to purchase 75,000 shares of our Common Stock.

    Allocation Among Compensation Components.

    In allocating compensation among different elements, we believe that the compensation of our NEOs — the levels of management having the greatest ability to influence our performance — should be predominately equity-based. In making this allocation, we attempt to be generally consistent with the practices of our peer group, as described above, although we make appropriate adjustments for our business, culture and past compensation practices. Although each of the companies in our peer group has a different compensation structure, all appear to provide their senior management with base salaries of approximately 30% to 60% of overall compensation, targeted bonuses of approximately 30% to 45% of overall compensation and equity compensation of approximately 10% to 50% of overall compensation.The Committee generally uses these ranges as a guide to determine appropriate allocations among components of compensation.

    19

         Each year, our human resources department prepares for the Committee a breakdown of total compensation by element, including the value of base salary, cash bonus and equity-based grants. In general, with respect to Messrs. Cooper, Flynn and Henry we have historically paid approximately 50% of each of their total compensation in the form of stock options, with the remaining 50% paid in the form of base salary and cash bonus. For Messrs. Pappagallo and Friedman, we have historically paid approximately 33% of their total compensation in the form of stock options, with the remaining 66% paid in the form of base salary and cash bonus. For our other executive officers, we have historically paid approximately 50% of their total compensation in the form of base salary, with the remainder evenly split between stock options and a cash bonus.

         We believe these allocations strike the appropriate balance between assured compensation and more variable forms of compensation that improve in value if we perform well. Although the Committee expects to compensate our NEOs using similar allocations going forward, the Committee relies to a large extent on individualized reviews of performance, and the Committee may make adjustments to overall compensation or a certain element of compensation that better compensates a particular named executive officer. In the future, allocations among elements of compensation may vary in accordance with a particular NEO’s overall contributions to our business.

    Elements of Compensation.

         In keeping with our overriding philosophy of keeping NEO compensation simple and easy-to-understand, we have compensated our NEOs through only a base salary, an annual cash bonus and stock options or other equity grants. With the exception of Mr. Friedman whose bonus equals 15% of the Profits of our business development subsidiary up to $450,000 (unless the Committee approves a higher amount), we have not used any financial formula to determine elements of NEO compensation. In addition, certain of our NEOs may receive severance and change-in-control payments pursuant to their employment agreements. Those elements of compensation are described further below.

    Base salary.Base salary is an important element of overall compensation because it provides each NEO with a guaranteed amount of monthly income. Other than with respect to Mr. Cooper who does not have an employment contract with the Company, each NEO is guaranteed a minimum base salary in his respective employment contract; Messrs. Flynn, Henry, Pappagallo and Friedman are guaranteed base salaries of $650,000, $700,000, (effective April 15, 2007), $400,000 and $500,000, respectively. Mr. Cooper’s base salary has historically been similar to the base salaries of each of Messrs. Flynn and Henry. In determining these contractual base salaries, the Committee considered their individual qualifications and experience, scope of responsibilities, future potential, the goals and objectives established for each NEO, past performance and the practices of the Company’s peer group.

  • Reviewed annually by the Board of Directors and the Committee and subject to change.

Performance-Based
Annual Bonus

  • Goal: Motivate NEOs based on the Company’s corporate / financial performance and the NEO’s individual performance for the fiscal year.
  • Targets are determined by the Committee and based on meeting an achievement level of 100% of the Company’s corporate / financial performance (36% based on actual FFO, as adjusted compared to target FFO, as adjusted (“Target FFO”) for the fiscal year; 12% based on actual retail EBITDA, as adjusted compared to target retail EBITDA, as adjusted (“Target EBITDA”) for the fiscal year; and 12% based on actual leverage compared to target leverage (“Target Leverage”) for the fiscal year) and the NEO’s individual performance targets (40%) against, among other factors, specific quantitative and qualitative goals as further discussed starting on page 28 for the fiscal year.
  • Reviewed annually by the Committee and subject to change.

Performance Shares

  • Goal: Equity incentive for NEOs linked to Company’s performance to encourage alignment with stockholders and long-term retention.
  • Approximately 80% of the value of the annual equity incentive is awarded in the form of performance shares.
  • Each performance share award provides for the grant of restricted shares in the year following the date the performance shares are awarded.
  • Actual grant of restricted shares based on Company’s total stockholder return in a performance year relative to NAREIT retail peers.
  • If Company’s total stockholder return for performance year is less than minimum target level, no restricted stock is granted with respect to the performance shares.
  • If earned, the restricted shares attained vest ratably over three years.

Time-Vesting
Stock Options and
Restricted Stock

  • Goal: Equity incentive for NEOs encouraging alignment with the Company’s stockholders and long-term retention.
  • Approximately 20% of the value of the annual equity incentive is awarded in form of restricted stock or stock options.
  • Restricted stock or stock options vest ratably over four years and stock options have a ten year term.

24


Consistent with our executive compensation program, the significant majority of the total compensation for our CEO, Mr. Henry, for 2013 was incentive-based, commensurate with business results, and at risk unless such business results were achieved, as illustrated below.

Base Salary

In determining our NEOs’ base salaries, the Committee considered each NEO’s scope of responsibilities, individual qualifications and experience, future potential, past performance and the practices of our peer group.group, without applying a quantitative formula. We did not seek a specific target within our peer group, although we generally seek to pay a lesser portion of each NEO’s total compensation in the form of a base salary than our peers because of the overall value of our stock option grants to our NEOs.

group. Base salary increases, if any, are effective January 1 and are based upon the performance of each NEO as assessed and approved by the Board of Directors and Committee. No formulaic base salary increases are provided to the NEOs, and in general, other forms of compensation (such as equity grants) are generally used to reward overall Company performance or exceptional performance of a particular NEO. WithMessrs. Cohen and Flynn received base salary increases for 2013 based on, among other factors, their quantitative and qualitative performance factors as discussed starting on page 28and in the exceptioncase of Mr. Friedman,Flynn, based on his appointment as Chief Operating Officer in May 2013. Messrs. Cooper, Henry and Pappagalloreceived base salaries for 2013 that reflected no increase from 2005their 2012 base salaries.

  • Mr. Cooper received a base salary of $750,000 in 2013.
  • Mr. Henry received a base salary of $800,000 in 2013.
  • Mr. Pappagallo received a base salary of $750,000 in 2013.*
  • Mr. Cohen received a base salary of $625,000 in 2013.
  • Mr. Flynn received a base salary of $575,000 in 2013.* 

*

Messrs. Pappagallo and Flynn received less than their specified base salaries, as Mr. Pappagallo resigned, and Mr. Flynn was appointed, as the Company's Executive Vice President, Chief Operating Officer effective May 20, 2013. See the compensation tables and footnotes to those tables starting on page 35 for additional details.       


Annual Incentive Plan

Under our executive compensation program, each NEO is eligible to 2006 wereceive an annual cash bonus based on the Company’s corporate / financial performance compared to targets and such NEO’s individual performance against specific quantitative and qualitative goals as further discussed starting on page 28. For each NEO’s annual bonus opportunity for 2013, 60% was based on the Company’s corporate / financial performance for the performance year compared to targets as measured by the Company’s (1) FFO, as adjusted for the performance year compared to Target FFO, (2) retail EBITDA, as adjusted compared to Target EBITDA and (3) leverage compared to Target Leverage, and 40% was based on individual NEO performance against specific quantitative and qualitative goals as discussed starting on page 28 and as evaluated by the Committee. The following table shows the percent of the Total Annual Target Bonus each NEO would receive based on achievement of threshold, target and maximum levels for corporate / financial performance and individual performance.



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Kimco Realty Corporation 2014 Proxy Statement 25


       Compensation Discussion and Analysis

Weight as PercentAnnual Incentive Component Earned as
Performance Criteriaof Target BonusPercent of the Total Annual Target Bonus(1)
          Threshold     Target     Maximum

Corporate / Financial Performance

 60% 30%60%90%

  • Threshold level achieved if as adjusted measures are 90% of target measures

  • Target level achieved if as adjusted measures are 100% of target measures

  • Maximum level achieved if as adjusted measures are 110% of target measures

Individual Performance

40%10%40%60%

  • Evaluation of individual NEO performance by the Executive Compensation Committee

Total Annual Bonus Paid

100%40%100%150%

(1) The annual bonus is interpolated between the threshold and target, and target and maximum performance levels.

The table below shows the target bonus and the bonus actually earned in 2013 for each NEO. Mr. Pappagallo was not eligible to receive a bonus for 2013 because he did not increase base salariesremain employed by us for the entire year. In establishing the target bonuses, we considered the responsibilities of each NEO, Mr. Henry’s recommendations, and the peer group practices discussed in “Comparison to Competitive Market.” The Committee awarded 2013 bonuses based on the following analysis of our corporate / financial performance and each NEO’s individual performance:

  • Corporate / Financial Performance. In 2013, the Company’s Target FFO was $1.31 on a diluted per share basis, Target EBITDA was $945 million and Target Leverage was 45%. After the Committee considered the Company’s actual 2013 FFO, as adjusted, retail EBITDA, as adjusted and leverage, the Committee’s payout for the corporate financial incentive was based on an achievement of 101.5%, 100.2% and 100.9% of Target FFO, Target EBITDA and Target Leverage, respectively which resulted in a payout for the corporate financial incentive of 63.45% of each NEO’s 2013 total target bonus.*
  • Individual Performance. The Committee’s evaluation of each NEO’s individual performance against, among other factors, specific quantitative and qualitative goals is detailed below in “Analysis of Each NEO’s Compensation” as further discussed starting on page 28. In general, in determining each NEO’s target level, the Committee considered each

*

The corporate financial incentive is calculated as follows: If the Company achieves its target level of 100% of each of the financial measures based upon the percentage weighting of 60% FFO, as adjusted, 20% retail EBITDA, as adjusted, and 20% leverage, then the base corporate financial incentive paid is 60% of the NEO’s target bonus. In 2013, the Company achieved 101.5% of its Target FFO and 100.2% of its Target EBITDA and 100.9% of its Target Leverage resulting in each NEO being paid a corporate financial incentive of 60% (the base amount for achieving the target level of 100%) + 5.4% (the specific amount for achieving 101.5% of Target FFO and 100.2% of Target EBITDA and 100.9% of its Target Leverage for a total achievement of 105.75% of the 60% corporate / financial performance criteria), for a total corporate financial incentive payout of approximately 63.45% of each NEO’s target bonus.

    NEO’s scope of responsibilities, individual qualifications and experience, performance in 2013 and the practices of our peer group, without applying a quantitative formula. In 2013, the Committee also considered the NEOs’ efforts to successfully refocus the Company on its core assets and business amidst continuing economic challenges and uncertainties. The Committee agreed to award each NEO individual performance bonuses of approximately 40% to 60% of each NEO’s 2013 total target bonus.

  • Calculation of Total 2013 Bonus. The bonuses actually received by each NEO are determined by adding the corporate / financial performance bonus and the individual performance bonus together. Thus, each NEO earned a total 2013 bonus of approximately 104% to 123% of the 2013 total target bonus.

2013 NEO Bonuses

2013 Target Bonus 2013 Bonus Earned
Milton Cooper$800,000 $852,297
David B. Henry$875,000 $909,117
Glenn G. Cohen$475,000 $511,388
Conor Flynn$350,000 $432,075

Long-Term Incentive Plan

The Company maintains a long-term incentive plan pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The target number of shares underlying the long-term incentive equity awards were established in February 2013 for the calendar year 2013. In establishing the equity awards, we considered the qualitative factors discussed in “Analysis of Each NEO’s Compensation,” Mr. Henry’s recommendations, and peer group practices discussed in “Comparison to Competitive Market.” We also used our business judgment to determine appropriate equity compensation to recognize the potential of our executive officers for our business and retain our executive officers for the long term.




26


Approximately 20% of the value ofthe equity awards are awarded in the form of time-vesting stock options (or, upon election of the NEO, time-vesting restricted stock). Mr. Flynn was awarded 5,400 options and 5,400 shares of restricted stock at the time he was appointed Executive Vice President and Chief Operating Officer. For 2013, the time-vesting awards were granted under the Company’s 2010 Equity Participation Plan, as such plan may be amended from time to time (the “2010 Equity Participation Plan”). The actual time-vesting awards granted are set out in the “Grants of Plan-Based Awards for 2013” table below.

Approximately 80% of the value of the equity awards were awarded in the form of performance shares. The performance share awards were granted under the 2010 Equity Participation Plan. Each performance share award provides for the grant of restricted stock in the year following the year in which the performance shares are awarded based on the Company’s total stockholder return in the performance year compared to the retail index peers (and if the Company’s total stockholder return for the performance year is less than the minimum target level, no restricted stock is granted with respect to such performance shares) according to the following schedule:

Restricted Stock Awards Granted with Respect to Earned Performance Shares Based on Company’s Total Stockholder Return

 Company’s 1 Year Total Stockholder
Return Percentile in Peer Group
<25%25%50%≥75%
Restricted Stock Granted*0%50%100%150%

*Restricted stock is granted on a linear scale between the 25% and 75% performance percentile.

If the Company’s relative total stockholder return in a performance year results in restricted stock being awarded with respect to such year, the restricted stock awards are subject to transfer restrictions and forfeiture conditions until such awards become vested.

New Long-Term Incentive 3-Year Performance Period

In early 2013, the Committee reviewed changing the performance period used to measure the Company’s performance as related to long-term incentive awards from the current one-year period to a three-year period to better align the long-term incentive awards with competitive practices andstockholder interests and support the Committee’s objectives of long-term value creation. In late 2013, the Committee decided to move toward a three-year performance period, including a transition period for performance shares granted based on 2014 and 2015 performance, with performance shares granted in 2016 to be subject to the full three-year performance period.

The following table shows the target performance share awards and the number of performance shares actually earned for 2013.

2013 Performance Share Awards

Amount of 2013Amount of 2013
Target PerformanceActual Performance
Shares(1)Shares(2)(3)
Milton Cooper49,20055,990
David B. Henry55,00062,590
Michael V. Pappagallo41,000—
Glenn G. Cohen40,00045,520
Conor Flynn(4)——

(1)Represents the number of restricted shares that were eligible to be issued to each NEO as payment pursuant to the 2013 performance share awards based on target level total stockholder return for the Company during 2013.
(2)Represents the number of restricted shares received in February 2014 by each NEO as payment pursuant to the 2013 performance share awards based on the Company’s actual total stockholder return during the 2013 performance year.
(3)We achieved an actual total stockholder return of 6.49% and relative total stockholder return of 56.9% which correlates to payment with respect to 113.8% of the target number of performance shares.
(4)Mr. Flynn did not receive a performance share award for 2013 because he was appointed Chief Operating Officer in May 2013.

Companies listed in the NAREIT Retail Index on January 1st of each calendar year (excluding the Company) are the peer group used to determine relative total stockholder return and the number of shares of restricted stock payable with respect to performance shares in each respective year. For 2013, these companies were:

Acadia Realty Trust
    Agree Realty Corp.
    Alexander’s Inc.
CBL & Associates Properties Inc.
    Cedar Shopping Centers Inc.
    DDR Corp.
Equity One Inc.
    Excel Trust
Federal Realty Investment Trust
    General Growth Properties, Inc.
    Getty Realty Corp.
Glimcher Realty Trust
    Inland Real Estate Corp.
    Kite Realty Group Trust
    The Macerich Company
    National Retail Properties Inc.
Pennsylvania Real Estate Investment Trust
    Ramco-Gershenson Properties Trust
    Realty Income Corporation
    Regency Centers Corp.
Retail Opportunity Investment Corp.
    Retail Properties of America, Inc.
    Rouse Properties, Inc.
Saul Centers Inc.
Simon Property Group Inc.
    Spirit Realty Capital, Inc.
    Tanger Factory Outlet Centers Inc.
    Taubman Centers Inc.
Urstadt Biddle Properties Inc.
    Weingarten Realty Investors



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Kimco Realty Corporation 2014 Proxy Statement27


       Compensation Discussion and Analysis

The vesting schedule for the time-vesting awards and performance share awards is set forth below:

Grant YearYear 1 Year 2 Year 3 Year 4
Time-Vesting Awards:* 
  • Vests ratably over four years starting in Year 1.
Stock Options (or,
upon the NEO’s
election, Restricted
Stock) granted; none
vested.		25%25%25%25%

 
Performance YearYear 1 Year 2 Year 3 Year 4
Performance Shares: Performance Shares
awarded; none
vested.		Restricted
stock granted
(based on
performance
shares earned);
none vested.		331/3%331/3%331/3%
  • Performance shares granted in the performance year.
  • In Year 1, restricted stock granted based on performance shares earned from Company’s total stockholder return in the performance year.
  • Restricted stock vests ratably over three years, starting in Year 2.


*Each NEO has the option of electing, prior to the granting of awards, to receive his annual grant of time-vesting stock options in the form of a restricted stock award and all of the NEOs chose to do so in 2013. We calculate the amount of restricted stock to be received based on a ratio of the then approximate fair value of the options over the Common Stock trading price.

Analysis of Each NEO’s Compensation

The Committee considers each of the NEO’s quantitative and qualitative performance factors as a whole in determining each NEO’s salary and the individual performance component of each NEO’s annual bonus. Individual members of the Committee may give different weights to different factors. We also consider our CEO’s evaluation of our individual executives’ performance and his recommended set of compensation actions for all NEOs. The Committee uses its business judgment to determine appropriate compensation in order to recognize the contributions and potential of our executives.

Milton Cooper

Mr. Cooper serves as the Company’s Executive Chairman of the Board of Directors and in 2013, earned total compensation as set forth in the “Summary Compensation Table” below.

For Mr. Cooper, thefollowing individual performance factors were considered in determining his compensation:

  • Promoted sustained excellence through communication,culture, organization and integration and demonstrated and promoted key company values of integrity, creativity and stability.
  • Developed and directed an effective overall strategy to upgrade the Company’s portfolio by aggressively selling 36 lower-quality properties and adding 32 high-quality assets, while maintaining a balanced and diversified portfolio.
  • Developed disposition lists and helped formulate long-term target markets.
  • Continued to reduce investments in non-retail and non-strategic centers. Non-retail assets were reduced to less than 0.5% of total assets.
  • Partnered with Mr. Henry in closing dispositions from the Company’s Latin America portfolio totaling in excess of $1.1 billion.
  • Supported continued efforts to build an independentunderwriting, closing and due diligence team.
  • Sourced a $33 million acquisition opportunity in Elmsford, NY by working with the bankruptcy estate of a retailer.
  • Invested extensive time mentoring the newly appointed Chief Operating Officer as well as several other membersof the executive management team, and motivated them to preserve and create short-term and long-term stockholder value.
  • Strengthened relationships with large retailers andimportant tenants by working with the Chief OperatingOfficer and Regional Presidents to build relationships through ICSC meetings, conferences and portfolio reviews.
  • Represented the Company externally, including withtenants, operators and managers, the investor community,industry organizations and the media, to enhance theCompany’s reputation and communicate its strengths and competitive advantages.




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David Henry

Mr. Henry serves as the Company’s President, CEO and Vice Chairman of the Board of Directors and in 2013, earned total compensation as set forth in the “Summary Compensation Table” below.

For Mr. Henry, thefollowing individual performance factors were considered in determining his compensation:

  • Oversaw implementation of corporate strategy for U.S. shopping center operations with emphasis on growing core markets and exiting non-core markets, shifting towards larger size assets and more urban oriented properties, and increasing asset and property management initiatives and resources and communicated such strategy to the market via an Investor Day in December 2013, investor roadshows, analyst earnings calls, NAREIT meetings, the Kimco blog and social media platforms and other marketing materials.
  • Increased FFO per share, as adjusted from $1.26 in 2012 to $1.33 for 2013 and achieved combined pro rata portfolio occupancy of 94.5% and same site NOI growth of 3.5% (3.8% excluding currency effects).
  • Achieved new business acquisition volume of $876 million including purchase of joint venture partner interests.
  • Led monetization efforts in Latin America reducing exposure by $365 million and led the continued disposition of non-strategic retail assets by selling 35 properties in 2013 and closing the sale of the InTown portfolio to Starwood Capital.
  • Continued to reduce preferred equity retail portfolio by acquiring partner interests, property sales, or refinancing, reducing the total from $84.2 million at December 31, 2012 to $71.3 million at December 31, 2013.
  • Generated preferred equity profits in excess of $22 million.
  • Achieved corporate leverage levels of 5.5x Net Debt to EBITDA as adjusted and fixed charge coverage of 2.9x at year end 2013 primarily from increased property level performance attributable to higher occupancy and increased leasing spreads.
  • Continued to maintain effective relationships with rating agencies, analysts, major stockholders, large retailers, industry trade groups and institutional joint venture partners and maintained the Company’s BBB+/BBB+/Baa1 unsecured debt ratings.
  • Supported the Chief Financial Officer in efforts to capitalize on historically low interest rates by issuing U.S. and Canadian long term debentures and preferred stock and refinancing 26 mortgages totaling over $832 million.
  • Actively participated in NAREIT, and elected Vice-Chairman of NAREIT for 2014. Actively involved in ICSC and named a member of the Executive Committee and Nominating and Governance Committee. Participated in ICSC efforts on Main Street Fairness legislation. Actively involved as a member of the Real Estate Roundtable and the Real Estate Advisory Committees of local universities.

Michael V. Pappagallo

Mr. Pappagallo served as the Company’s Executive Vice President and Chief Operating Officer until his resignation effective May 20, 2013, and in 2013, earned total compensation as set forth in the “Summary Compensation Table” below.

Glenn Cohen

Mr. Cohen serves as the Company’s Executive Vice President, Chief Financial Officer and Treasurer and in 2013, earned total compensation as set forth in the “Summary Compensation Table” below.

For Mr. Cohen, thefollowing individual performance factors were considered in determining his compensation:

  • Successfully completed the issuance of (i) a new $350 million ten-year unsecured bond at a coupon rate of 3.125%, (ii) a new CAD$200 million seven-year unsecured bond at a coupon rate of 3.855% and (iii) renewed the Company’s 1 billion Mexican peso denominated ($77 million U.S. equivalent) facility for an additional five-year term on a floating rate basis, with the flexibility to repay at any time without penalty. These collective financings will provide savings of approximately $13.5 million annually.
  • Sourced over $830 million of new mortgage financing in 26 separate transactions for both the refinancing of maturing debt and new capital for the joint venture with Blackstone. The mortgage financing activity provided coupon savings of approximately 200 basis points per transaction. In addition, the company sourced these loans directly, without the use of an outside broker, saving the joint ventures and the Company an estimated $2.5 million in fees.
  • Maintained immediate liquidity of more than $1 billion at all times throughout 2013 via access to our NEOs. We raised $1.75 billion revolving credit facility and cash on hand. Our liquidity position at December 31, 2013 was over $1.5 billion.


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Kimco Realty Corporation 2014 Proxy Statement29


      Compensation Discussion and Analysis

Glenn Cohen Objectives continued

  • Maintained Net Debt/EBITDA as adjusted in a range of 5.5x - 6.0x, a level viewed as vital to maintain our BBB+/BBB+/Baa1 unsecured debt ratings, ending the year at 5.5x.
  • Improved Fixed Charge Coverage Ratio as calculated by S&P to 2.8x, and by Moody’s to 2.7x. Our internal calculation has improved to 2.9x.
  • Continued to strengthen and broaden the Company’s commercial and investment banking and rating agency relationships, while maintaining ratings of BBB+/BBB+/Baa1.
  • Sourced over $1.5 billion of new capital from our commercial banking and investment banking relationships utilizing over 25 different firms.
  • Further enhanced relationships with the research analysts and major stockholders and fixed income investors through active participation in non-deal roadshows and trade group conferences including NAREIT and ICSC. Continued development as a key Company spokesperson participating on various panels related to the real estate industry.
  • In concert with the senior management team, executed on key areas of corporate strategy including achieving FFO per share, as adjusted, of $1.33 (an increase of 5.6% over 2012 per share level of $1.26); achieving same site NOI growth of 3.5% (3.8% excluding currency effects); increasing gross occupancy in the total combined shopping center portfolio 60 basis points to 94.6%; selling 35 non-strategic U.S. retail properties for a gross price of $350 million as well as selling assets in Mexico, Brazil, Chile and Peru for net proceeds of approximately $380 million; and reducing non-retail investments by over $320 million, bringing the remaining non-retail balance to less than $60 million.
  • Redeployed proceeds from sales to acquire 27 shopping centers in key target markets totaling $653 million gross acquisition volume.
  • Managed the company’s liquidity and strengthened the balance sheet through his leadership role on financing transactions.
  • Actively participated in numerous industry and trade group conferences (Citi CEO Conference, Wells Fargo RIE conference, Barclay’s RIE conference, UBS RIE conference, ICSC and NAREIT) as well as non-deal road shows in the U.S. and Europe.
  • Continued to mentor and develop key managers fostering a culture of teamwork, cooperation and enthusiasm.
  • Concluded an in-depth review of legal entities for potential tax restructuring benefits, reducing tax compliance costs and eliminating inefficient structures.

Conor Flynn

Mr. Friedman’s base salaryFlynn serves as the Company’s Chief Operating Officer and in 2013, earned total compensation as set forth in the “Summary Compensation Table” below.

For Mr. Flynn, thefollowing individual performance factors were considered in determining his compensation:

  • Achieved overall improvement in U.S. occupancy, leasing spreads, and same site NOI. Overall U.S. occupancy increased by 11% after the completion100 basis points from 93.9% to 94.9%. Leasing spreads were positive for all four quarters of 2013, and U.S. same site NOI increased by 3.8%.
  • Achieved ancillary income (including cell towers, trash and solar) revenues of $16.0 million, an increase of 3.1% over 2012.
  • Resolved ten of the 2005 fiscal yeartop 25 vacancies in recognitionthe strategic portfolio by leasing five vacant anchor boxes and selling five other anchor deals with another four deals in the anchor pipeline.
  • Developed a $778 million redevelopment, value-creation pipeline totaling 262 projects through asset tours and recurring regional reviews.
  • Actively engaged in the disposition of 35 U.S. non-strategic properties for a gross price of $350 million.
  • Captured value-enhancing real estate opportunities through the acquisition of a Publix anchored shopping center in Pensacola, FL; agreed to terms to acquire fee under our ground lease position in Chicago; finalized terms to acquire an Albertsons box shopping center in Mount Dora, FL which will be a redevelopment site; extended a Jewel lease in a Bloomington, IL shopping center that is part of a joint venture that enables Kimco to market the center for sale.
  • Reduced exposure to challenged retailers and operating formats negatively impacted by e-commerce including electronics, books and office supplies.
  • Strengthened retailer relationships by hosting and visiting major retailers to source new deals, review existing portfolio and collaborate to reduce restrictions, exclusives and co-tenancy clauses.


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Conor Flynn Objectives continued

  • Partnered with senior management in furthering information technology initiatives including piloting a mobile commerce initiative at select Kimco centers which focuses on wireless Internet deployment, shopper analytics and loyalty programs with participating tenants, as well as launching an iPad site inspection application to enhance productivity and efficiency.
  • Expanded new revenue sources, including electric-vehicle charging stations, cellular towers, and a potential expansion of the increasingsolar program. Solar income for 2013 grew to $2.0 million, the highest level since the launch of this program in early 2010.
  • Developed the “Clicks to Bricks” program, promoting and incentivizing select online retailers to open brick and mortar stores as a complement to their online presence.
  • Worked with management in furthering the Company’s strategic direction by simplifying the business, reducing joint ventures, exiting low growth or at-risk assets and placing a deeper focus on redeveloping high potential assets.
  • Continued efforts to develop and enhance the workforce by strengthening the culture of teamwork across all disciplines and businesses; strengthening communications and sharing best practices across regions in our real estate development business.

    all operational areas such as construction, property management, leasing, and redevelopment; and identifying high potential employees and creating mentoring relationships.

  • Cash Bonus. WithContinued to build relationships with the exceptioninvestment community, peers and colleagues in the REIT industry through executive round tables and by attending numerous industry events (NAREIT and ICSC), non-deal road shows and investor property tours.


Comparison to Competitive Market

We review competitive compensation data from a select group of Mr. Friedman,peer companies and broader survey sources. However, we do not set our NEO pay as a direct function of market pay levels. Instead, we use formulasmarket data to determine cash bonuses paid tohelp confirm that our NEOs. In determining cash bonuses,pay practices are reasonable. Using this data and NAREIT comparison data supplied by the Company, Pay Governance conducted survey data analysis and provided comment and analysis regarding our peer group. At the Committee’s request, Pay Governance prepared an annual report summarizing the Company’s peer group, market data and peer group methodology as well as Pay Governance’s findings and recommendations. This report was discussed with the Committee generally looksin early 2013. As a primary reference, Pay Governance gathered proxy pay data for the following REITs with market capitalizations comparable to a particular NEO’s individual performanceours and with whom we compete for a particular year, taking into account certain qualitative factors, suchexecutive talent.

AvalonBay Communities Inc.
    Boston Properties Inc.
    Brookfield Properties Corp.
    DDR Corp.
Duke Realty Corp.
    Equity One
    Equity Residential
Federal Realty Investment Trust
    General Growth Properties, Inc.

    Host Hotels & Resorts, Inc.
    The Macerich Company
    Marriott International Inc.
    Prologis
    Public Storage
    Regency Centers Corp.
    Simon Property Group Inc.
    SL Green Realty Corp.
Starwood Hotel & Resorts Worldwide Inc.
    Ventas Inc.
Weingarten Realty Investors

The Committee considered the Pay Governance information as setting and achieving goals within areas of responsibility, leadership and mentoring ofan input in its decision making process for determining our junior executives and overall contributionNEOs’ compensation. Pay Governance reported directly to our business. After consultation with Mr. Cooper and a review of a

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numerical analysis prepared by our human resources department, the Committee targets bonusesand provided no other services besides executive compensation services to the Company.

The Committee considered whether Pay Governance’s work providing information that are in the range of 60% to 110% of a particular NEO’s base salary, with any appropriate adjustments the Committee deems necessary to accurately reflect contributions to our business and any minimum bonuses required by applicable employment agreements (Messrs. Henry and Flynn are guaranteed a minimum bonus of $600,000 (effective April 15, 2007) and $350,000, respectively).

Given Mr. Friedman’s role as president of Kimco Developers, Inc., our development subsidiary, and his expertise in managing our real estate merchant development program, Mr. Friedman’s annual bonus is determined with reference to the Profits realized from that development program. Each year, Mr. Friedman is entitled to a bonus equal to the lesser of (i) 15% of the Profits from our development subsidiary or (ii) $450,000. The Committee may decide to pay Mr. Friedman a bonus above $450,000.Mr. Friedman’s bonus is paid in quarterly installments of $112,500uses when determining compensation for the first three quartersCompany’s NEOs and other executive officers raises any conflicts of the year, with the balanceinterest and determined that no conflicts of his bonus paid in the fourth quarter. If we overpay his bonus in the first three quarters, Mr. Friedman will be obligated to repay the difference. Our human resources department, in conjunction with our internal accounting department, adjusts the appropriate year-end bonus for Mr. Friedman without involvement from personnel at Kimco Developers, Inc.interest exist.



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Kimco Realty Corporation 2014 Proxy Statement31


       Compensation Discussion and Analysis

Additional Compensation Considerations

Long-Term Incentives — Equity Awards.In 2006, we compensated our NEOs in large part with equity awards, consisting mostly of stock option grants. In all cases, theThe exercise price of stock options granted to our NEOs is 100% of the market closing price of our stock on the date of the grant, andgrant. As a general principle, we do not time grants in connection with the release of material non-public information. At

Our NEOs are eligible to retire at the beginningearlier of each year,age 65 or 20 years of service to the Committee meetsCompany and their equity awards (excluding retention or performance awards) would vest immediately upon retirement. Messrs. Cooper and Henry are currently eligible to develop a yearly timelineretire from the Company. We do not maintain special pension plans for stock option grants to our NEOs including a proposed grant date that isbecause we believe this accelerated vesting offsets the same for all NEOs.lack of such plans. The grant date is established when the Committee approves the grant and all key terms have been determined. This timeline is ordinarily determined so grants will occur sufficiently after the announcement ofmay accelerate equity vesting at its discretion.

We generally allow our second quarter results to ensure that our stock option exercise prices reflect a fully-informed market price.

     Options generally vest as to 20% on each anniversary of the date of grant, although options granted to any employeeemployees (including our NEOs) who are age 65 or older or who have at least 20 years of service with us vest immediately upon retirement,eligible to receive over 7,500 stock options in accordance with the terms of our 1998 Equity Participation Plan. We do not maintain any defined benefit pension plans for our NEOs, and we believe this accelerated vesting of option awards offsets the lack of any such plans. In addition, the Committee may accelerate vesting of option awards at its discretion. We believe these stock option grants provide an incentive for continued employment and serve to align the long-term financial objectives of our executives and stockholders.

     We award differing amounts of equity-based awards based on our Committee’s evaluation of a particular NEO’s contribution to our business. In addition, in determining equity grants, the Committee believes that competitors who might try to hire our employees would not give credit for equity ownership in the Company and, accordingly, to keep our compensation competitive and to assist in the retention of our employees, the Committee does not generally make lower equity grants based on ownership levels of our stock. The Committee has historically made stock option grants of roughly similar amounts for Messrs. Cooper, Flynn and Henry to facilitate a team effort amongst these individuals.

In 2003, the Executive Committee and management assessed the desirability of granting shares of restricted stock to our employees. It was concluded that restricted stock could be a form of incentive compensation that might be valuable to certain employees, because restricted stock would allow recipients to enjoy the benefits of stock ownership (such as dividends and voting rights) prior to vesting.As a result, we allow our employees (including our named executive officers) who receive over 10,000 stock options each year to elect, in advance of the grant date, to receive a portionup to 100% of the value of their option grant (up to 20%)equity award in the form of restricted stock. We allow these employees to elect to receive stock options or restricted stock in deference to each employee’s personal preferences and circumstances. We calculate the amount of restricted stock to be received by reference tobased on a ratio of the then approximate fair value of the options andover the Common Stock trading price. Beginning August 6, 2008, restricted stock. Restricted stock awards vest completely after five years, with no interim vesting periods which we believe encourages recipients ofwere received through an election to receive restricted stock to plan for the long-term.Shouldinstead of a stock option grant vest ratably over four years. If an employee receiving restricted stock beis terminated for any reason prior to vesting hefor reasons other than death, disability, retirement, without cause or she willchange of control, the employee would not receive the unvested underlying shares of stock. Prior to vesting, recipients of this restricted stock may vote the shares and also receive dividends.

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Defined Contribution Plans.Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement.We maintainOn March 15, 2010, the Executive Compensation Committee adopted the Kimco Realty Corporation Executive Severance Plan, as amended from time to time (the “Severance Plan”) pursuant to which our NEOs and certain other members of the Company’s senior management, are eligible for severance payments if the covered executive’s employment is terminated by the Company without “Cause” or, following a 401(k) retirement plan to cover substantially all of our employees, including our namedchange in control, by the executive officers. The 401(k) plan permits eligible employees to defer up to 10% of their annual compensation,for “Good Reason” (each as defined in the Severance Plan), subject to certain limitations imposed by the Internal Revenue Code. The Company currently makes matching contributions to each employee’s 401(k) plan, up toterms and conditions described in the lesserSeverance Plan. Upon a covered termination of five percentemployment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the amount of the participant’s annual salary or $8,500. Plan participants may only withdraw from their 401(k) accounts upon termination of employment or under applicable hardship provisions ofbonus received in the 401(k) plan. We do not maintain any other retirement plans for our NEOs or any other employees.

Post-Termination Compensation and Benefits.We do not maintain separate severance agreements with our NEOs. However,prior year, payable in equal installments over the employment agreements with each of Messrs. Flynn, Henry, Pappagallo and Friedman provide for payments upontwo years following the termination or in a lump sum if the termination occurs within two years following a change in control. The participant will also receive eighteen months of their employment for certain reasons. Since Mr. Cooper is not a party to an employment agreement with us, he would not receive severance payments or payments as a result of a change-in-control.

     The severance and change-in-control payment terms are fairly standard in our employment contracts with our NEOs, although certain terms vary slightly between the agreements. In the future, we intend to further standardize these agreements, except to the extent necessary to attract or retain executive talent or to comply with applicable laws. We believe these standard terms allow our personnel involvedcontinued participation in the compensation-setting process to easily understandCompany’s health insurance

plans or successor plans (running concurrently with the COBRA period) and evaluate possible payout scenarios. The relevant termsaccelerated vesting of these employment agreements are described further below.

Severance Arrangements. We believe that companies should provide reasonable severance benefits to employees. With respect to our named executive officers, these severance benefits should reflect the fact that it may be difficult for them to find comparable employment within a short period of time. We pay severance benefits over the longer of the remaining term of the applicable employment agreement or one year following the date of termination of employment to minimize costs to us.

     If an executive is terminated “without cause,” each of Messrs. Flynn, Henry and Friedman would be entitled to receive severance in an amount equal to his base salary and bonus for the remaining term of the applicable employment agreement or one year, whichever amount is greater. Mr. Pappagallo would be entitled to receive severance in an amount equal to his base salary for the remaining term of the applicable employment agreement or one year, whichever amount is greater. These payments are made in accordance with our standard payroll practices over the applicable term. In addition, all unvested stock options would become 100% vested as of the date of termination, and the terminated executive would continue to receive any group health and welfare benefits previously paid for by us through the expiration of the severance period. The employment contracts for Messrs. Flynn, Pappagallo and Friedman each expire on December 31, 2007. The employment contract for Mr. Henry (effective April 15, 2007) expires on April 14, 2011. We dorestricted stock awards, but not pay any severance benefits in the event a NEO is terminated for cause.

performance share awards. In these agreements, “cause” generally means, with respect to a NEO: (i) a finding by the Board that he has harmed us through an act of dishonesty in the performance of his duties, (ii) conviction of a felony, (iii) failure to perform his material duties (other than a failure due to disability) after written notice is provided to him specifying the failure and a reasonable opportunity to cure, (iv) fraud or embezzlement, (v) gross misconduct or gross negligence in connection with our business which has a substantial adverse effect on us or (vi) violation of any of our policies prohibiting harassment or discrimination in the workplace.

     We also would pay limited amounts to each of Messrs. Flynn, Henry, Friedman and Pappagallocertain circumstances, if employment were terminated due to death or disability. In the event of termination due to death or disability, the NEO’s stock options will immediately vest and become fully exercisable. In addition, each NEO (or his beneficiary) will continue to receive his base salary for six months.

Change-in-Control.It is our belief that the interests of our stockholders will be best served if the interests of our named executive officers are aligned with them in the event of a possible acquisition of the Company. We believe that providing change-in-control benefits should eliminate, or at least reduce, the reluctance of management to pursue potential change-in-control transactions that may be in the best interests of our stockholders. Relative to our overall value, we believe these potential change-in-control benefits are minor.

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In addition, change-in-control payments should separate the Company from the former employee as soon as practicable to enable new management or owners to run our business without interference.For instance, while it is possible to provide salary continuation to an employee during the job search process, which in some cases may be less expensive than a lump-sum change-in-control payment, we prefer to pay a lump-sum change-in-control payment in order to most cleanly sever the relationship as soon as practicable following a change-in-control.

     If any of Messrs. Flynn, Henry, Friedman or Pappagallo is terminated without cause following a “change-in-control” or resigns within 60 days following a “change-in-control,” he would be entitled to a lump-sum payment equal to the lesser of: (i) his base salary and bonus for the remaining term of the NEO’s employment agreement or (ii) the greatest payment, which in combination with all other payments to which he would be entitled in connection with the change-in-control, would not constitute an “excess parachute payment” as such term is defined in Section 280G of the Internal Revenue Code. Since Internal Revenue Code Section 280G denies us a business expense deduction on any payments, non-cash benefits and option acceleration provided to an officer in connection with certain changes in control that equal or exceed three times the officer’s average compensation for the past five years, we cap change-in-control benefits so that no adverse tax consequences will be imposed on us. In addition, we would continue to pay for a particular NEO’s group health and welfare benefits for the applicable period and all unvested stock options would automatically vest.

     A “change-in-control” is generally defined as (i) a sale of all or substantially all of our assets to a non-affiliate of the Company or an entity in which our stockholders immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale of our voting stock that results in more than 50% of our voting stock being held by one person or group or (iii) a merger or consolidation of the Company into another entity in which our stockholders, immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction.

Perquisites.We seek to maintain a culture in which our named executive officers are not treated materially different from other employees. We do provide limited perquisites to our NEOs. We believe these perquisites to be modest in nature when compared to our peers, although we have not conducted a study to confirm this. These perquisites are described below.

  • Company cars: With the exception of Mr. Friedman, we provide our NEOs with the use of a car and driver to travel for Company business. They may also use the car without a driver for personal use. Other employees may use these cars when they are not in use by the NEOs for Company business. In lieu of the use of a car and driver, Mr. Friedman receives a car allowance in accordance with his employment contract.
  • Life insurance: We pay premiums on a group term life insurance policy for each NEO on the same terms as our other employees, although Mr. Henry receives a larger benefit than our other NEOs. As part of Mr. Henry’s employment contract negotiated when he began his employment with us, we reimburse him for the premiums on a $3,500,000 life insurance policy.

Our NEOs are entitled to participate in our other benefit plans on the same terms as other employees.These plans include medical, dental and life insurance policies. Relocation benefits also are reimbursed but are individually negotiated when they occur.

Report of Executive Compensation Committee on Executive Compensation

     The Executive Compensation Committee (“Committee”) of the Company has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis that is required by Securities and Exchange Commission Rules to be included in this Proxy Statement.

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     Based on that review and those discussions, the Committee has recommended to the Company’sBoard of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Joe Grills, Chairman
Martin S. Kimmel
Richard G. Dooley
Frank Lourenso
Richard Saltzman
F. Patrick Hughes

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

Compensation Committee Interlocks and Insider Participation

KC Holdings.Mr. Milton Cooper, Chief Executive Officer and Chairman of the Board of Directors of the Company, and Mr. Martin Kimmel, Chairman Emeritus of the Board, are stockholders of KC Holdings, Inc. (“KC Holdings”). The Company is party to a management agreement pursuant to which it manages three of KC Holdings’ four remaining shopping center properties under terms which the Company believes are no less favorable than would be obtained in negotiations with an independent third party. The remaining property is owned in a joint venture and is managed by an unaffiliated joint venture partner. The management agreement was approved by a majority of the Company’s Directors who are not also stockholders of KC Holdings. Management fees paid by KC Holdings to the Company were approximately $165,000 during 2006.

Joint Ventures. Certain members of the Company’s management and Mr. Kimmel, Chairman Emeritus of the Board, have investments in certain real estate joint ventures or limited partnerships which own and/or operate certain of the Company’s property interests. Such investments predate the Company’s initial public offering and, in each case, members of management or Mr. Kimmel do not control the joint venture or partnership or direct the management of the joint venture or partnership. The Company receives various fees related to these ventures. Any material future transactions involving these joint ventures or partnerships, such as major renovations, disposal or sale, is subject to the approval of a majority of disinterested directors of the Company.

Relationship with J.P. Morgan Chase. Mr. Frank Lourenso is an Executive Vice President of J.P. Morgan Chase and has been a Director of the Company since December 1991. The Company maintains its principal banking relationship with J.P. Morgan Chase and J.P. Morgan Chase periodically provides the Company with investment banking services. J.P. Morgan, together with a consortium of additional banks, provided the Company with a $850.0 million unsecured revolving credit facility which is scheduled to expire in July 2008. At December 31, 2006, there was no outstanding balance under this facility.Additionally, J.P. Morgan Chase is a participant together with other banks, in providing the Company with its $250 million Canadian denominated (“CAD”) unsecured revolving credit facility which is scheduled to expire in March 2008. As of December 31, 2006, there was no outstanding balancewould otherwise have incurred excise taxes under this facility.

Relationship with The State of New York Common Retirement Fund. Until December 2006, Mr. Joe Grills was a member of the Investment Advisory Committee of The State of New York Common Retirement Fund (the “NYSCRF”). Mr. Grills has been a Director of the Company since January 1997. During 1999, the Company entered into a joint venture arrangement with the NYSCRF and other institutional investors in connection with the Kimco Income Operating Partnership, an entity established for the purposes of investing in high quality retail properties, financed primarily through the use of individual non-recourse mortgages. The NYSCRF has contributed approximately $217.5 million to the joint venture. This investment by the NYSCRF was reviewed by the NYSCRF Real Estate Advisory Committee of which Mr. Grills is not a member.

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Equity Participation Plan

Description of Plan.The Company maintains its Stock Option Plan (the “Stock Option Plan”) and its 1998 Equity Participation Plan (the “Equity Participation Plan”) for the benefit of its eligible employees, consultants and directors. The Equity Participation Plan was established for the purpose of attracting and retaining the Company’s directors, executive officers and other key employees by offering them an opportunity to own Common Stock and/or rights which will reflect the growth, development and financial success of the Company. The Equity Participation Plan provides that the Executive Compensation Committee or the Board, as applicable, may grant or issue “incentive stock options” (within the meaning of Section 4224999 of the Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “Code”) and “non-qualified stock options”,“safe harbor amount,” such that vest over time and are exercisable atno such excise taxes would be due. The Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant.

Mr. Henry agreed, effective as of March 14, 2013, that the “fair market value” (as definedbonus component of his severance pursuant to the Executive Severance Plan shall be based on the average actual bonus he received in the Equity Participation Plan) of the Common Stock at the date of grant. In addition, the Equity Participation Plan provides for (i) the granting of restricted stock awards that vest over time and (ii) the granting of deferred stock (“Deferred Stock”)three years immediately prior to the Non-employee Directors ofyear in which the Company. Deferred Stock may be grantedtermination occurs. Mr. Cooper requested and the Company has agreed to Non-employee Directorscease his participation in lieu of directors’ fees which would otherwise be payable to such Non-employees Directors, pursuant to such policies as may be adopted by the Board from time to time. 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. The term of an award of Deferred Stock shall be set by the Board in its sole discretion. The Board grants stock options in consideration of employees past or prospective service with the Company.

     The Executive Compensation Committee has the authority under the Equity Participation Plan to determine the terms of options granted under the Equity Participation Plan, including, among other things, the individuals (who may be any of the Company’s employees, any of the Company’s consultants or any of the Company’s directors) who shall receive options, the times when they shall receive them, whether an incentive stock option and/or non-qualified option shall be granted, the number of shares to be subject to each option and the date or dates each option shall become exercisable. All employees, consultants and directors of the Company are eligible to receive options under the Equity Compensation Plan. The Executive Compensation Committee also has the authority to grant options upon the condition that the employee agrees to cancel all or a part of a previously granted option and to amend or accelerate the vesting of previously granted options. The Board of Directors has adopted an amendment to the Equity ParticipationSeverance Plan that provides that the stock options, once granted, may not be re-priced by the Executive Compensation Committee, except in connection with a transaction such as a stock split, stock dividend, merger, corporate reorganization or other transaction in an appropriate manner in order to prevent dilution or enlargement of the benefits or potential benefits to the holder as a result of or in connection with such transaction.effective March 14, 2013.

     The exercise price and term of each option are fixed by the Executive Compensation Committee, provided, however, that the exercise price must be at least equal to the fair market value of the stock on the date of grant and the term cannot exceed 10 years; and further provided that in the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of stock of the Company, a subsidiary or a parent (within the meaning of Section 424 of the Code), the exercise price must be at least 110% of the fair market value on the date of grant and the term cannot exceed five years. Incentive stock options may be granted only within 10 years from the date of adoption of the Equity Participation Plan. The aggregate fair market value (determined at the time the option is granted) of shares with respect to which incentive stock options may be granted under the Equity Participation Plan, or any other plan of the Company or any parent or subsidiary, which stock options are exercisable for the first time during any calendar year, may not exceed $100,000. The maximum number of options that may be granted to any one individual in any calendar year shall not exceed 1,500,000, provided that the grant of the options will not cause the Company to fail to qualify as a real estate investment trust for Federal income tax purposes. An optionee may, with the consent of the Executive Compensation Committee, elect to pay for the shares to be received upon exercise of his options in cash, shares of Common Stock or any combination thereof.

Option Grants and Restricted Stock Awards.Retirement Plans. A maximum aggregate of 42,000,000 shares of Common Stock have been reserved for issuance under the Stock Option Plan (9,000,000 shares, all of which have been issued) and the Equity Participation Plan (33,000,000 shares). Options to acquire 2,805,650, 2,515,200 and 3,887,500 shares were granted during 2006, 2005 and 2004 at weighted average exercise prices of $39.91, $31.15 and $27.72 per share, respectively. The closing price of the Company’s Common Stock on the New York Stock Exchange on March 23, 2007 was $[_____]. In addition, 31,556, 3,442 and 7,022 shares of restricted stock were issued during 2006, 2005 and 2004, respectively.

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Equity Compensation Plan Information

     The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2006.

               (c)
    Number of securities
  (a) (b) remaining available for
  Number of securities to Weighted-average future issuance under equity
  be issued upon exercise exercise price of compensation plans
  of outstanding options, outstanding options, (excluding securities
  warrants and rights warrants and rights reflected in column (a))
Plan Category   
Equity compensation plans   
approved by   
stockholders14,793,593$25.935,969,396
 
Equity compensation plans   
not approved by stockholdersN/AN/AN/A
 
Total14,793,593$25.935,969,396

401(k) Plan

     The Company maintainsWe maintain a 401(k) retirement plan (the “401(k) Plan”) coveringin which substantially all officers andof employees, of the Company.including our NEOs, are eligible to participate. The 401(k) Plan permits participants to defer up to a maximum of 10%100% of their eligible base salary compensation, which deferrals generally are matched concurrently byup to the federal limit. The Company currently makes matching contributions on a dollar-for-dollar basis to all employees contributing to their 401(k) accounts and who have completed one year of employment with the Company, of up to 5% of the employee’s base salary compensation (and subject to a maximum of 5% of the employee’s eligible compensation or $8,500.$8,500 for highly compensated employees). Participants in the 401(k) Plan are not subject to federal and state income tax on salary deferral contributions or Company contributions or on the earnings thereon until such amounts are withdrawn from the 401(k) Plan. Salary reduction contributions are treated as wages subject to FICA and Medicare tax. Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection with certain provisions of the 401(k) Plan that permit hardship withdrawals.withdrawals, allow in-service distributions and loans, or require minimum distribution. The 401(k) Plan also includes a Roth 401(k) feature which enables participants to defer some or all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most state) distributions on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free distributions if the Roth account has been in place for 5 years and the participant has attained age 59 ½. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits or any non-qualified deferred compensation to its NEOs or employees.



32


Tax and Accounting Considerations. The recognition or deferral of period expense in our financial statements did not factor into the allocation of compensation among base salary, bonus and equity awards. Cash salary and bonus arecharged as an expense in the period in which the amounts are earned by the NEO. The value of equity awards are amortized ratably into expense over the vesting period, except for the value of equity awards granted to Mr. Cooper, which were expensed immediately in the periodic financial statements as of the grant date in accordance with FASB ASC 718, which requires immediately expensing options of employees eligible for retirement.

Section 162(m) of the Internal Revenue Code generally places a $1 million annual limit on the amount of compensation paid to each of the Company’s NEOs who were officers on the last day of the relevant taxable year other than its Chief Financial Officer that may be deducted by the Company for federal income tax purposes unless such compensation constitutes “qualified performance-based compensation” which is based on the achievement of pre-established performance goals set by a committee of the Board of Directors pursuant to an incentive plan that has been approved by the Company’s stockholders. The 2010 Equity Participation Plan provides that certain awards made thereunder may, in the discretion of the plan administrator, be structured in a manner intended to qualify for the “qualified performance-based compensation” exception to the $1 million annual deductibility limit of Section 162(m).

Other provisions of the Internal Revenue Code can also affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

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

Perquisites. We do not treat our NEOs materially differently from our other senior employees with respect to perquisites. We provided the following perquisites to our NEOs in 2013:

  • We provided Messrs. Cooper, Henry and Pappagallo with the use of a car and driver to travel for Company business. Other employees may use these cars for Company business when these cars are not in use by the above mentioned NEOs. Messrs. Cohen and Flynn received a car allowance in the amount of $10,920 for the year 2013 and $5,880 from May 2013 to December 2013, respectively. Beginning December 2013, the Company provided Mr. Flynn with the use of a car to conduct his duties as an executive officer of the Company. Each such NEO may use the car without a driver for personal use.
  • We provide certain of our officers and senior executives (including all NEOs) a limited long-term care benefit of $3,500 per month as part of a group policy. These individuals may elect to purchase additional long-term care insurance at their own cost.
  • Our NEOs are entitled to participate in our other health and welfare plans on the same terms as other employees.


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Kimco Realty Corporation 2014 Proxy Statement33


      Compensation Discussion and Analysis

Executive Compensation Committee Report

The Executive Compensation Committee (the “Committee”) of Kimco Realty Corporation (the “Company”) has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis that is required by Securities and Exchange Commission Rules to be included in this Proxy Statement.

Based on that review and those discussions, the Committee has recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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

EXECUTIVE COMPENSATION
COMMITTEE OF THE
BOARD OF DIRECTORS
Joe Grills, Chairman
Philip Coviello
Richard G. Dooley
F. Patrick Hughes
Frank Lourenso
Colombe M. Nicholas
Richard Saltzman


34


  Compensation Tables

Executive Compensation.The following table sets forth the summary compensation of the NEOs of the Company for the 2013, 2012 and 2011 calendar years.

Summary Compensation Table for 2013

Non-Equity
StockOptionIncentive PlanAll Other
SalaryAwardsAwardsCompensationCompensationTotal
Name  Year($)($)(1)($)(5)($)($)(2)(3)($)
Milton Cooper
Executive Chairman of the
Board of Directors
 		2013750,0001,484,118—852,29749,7303,136,145
2012750,0001,355,153—852,29748,1513,005,601
2011750,000774,637206,974880,00046,8032,658,414
David B. Henry
Chief Executive Officer

 		2013800,0001,659,075—909,11740,1983,408,390
2012800,0001,581,435—909,11738,9673,329,519
2011750,0002,117,887206,974905,00053,3654,033,226
Michael V. Pappagallo
Executive Vice President,
Chief Operating Officer
 		2013288,4621,236,765——26,0531,551,280
2012750,0001,128,870—777,29745,7772,701,944
2011750,000695,921185,942829,00043,4042,504,267
Glenn G. Cohen
Executive Vice President,
Chief Financial Officer and
Treasurer		2013625,0001,206,600—511,38853,2362,396,224
2012600,0001,900,065—441,14951,3612,992,575
2011550,000436,516116,632326,00042,8111,471,959
Conor Flynn(4)
Executive Vice President,
Chief Operating Officer		2013485,827550,27830,132432,07544,6171,542,929
 

(1)Amounts reflect the compensation cost to the Company in 2013, 2012, and 2011 of the equity awards based on the aggregate grant date fair value recognized in accordance with the provision of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718. Fair value is determined, depending on the type of award, using the closing price on the date of grant or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 20 to Consolidated Financial Statements in the Company’s 2013 Form 10-K. The maximum possible value of the 2013 performance shares on the date they were granted was as follows: $1,828,764 for Mr. Cooper; $2,044,350 for Mr. Henry; $1,523,970 for Mr. Pappagallo; and $1,486,800 for Mr. Cohen. The value of awards granted to the NEOs in 2013 is reflected on the 2013 Grants of Plan-Based Awards table below. Mr. Flynn did not receive any 2013 performance shares because Mr. Flynn was appointed Chief Operating Officer of the Company in May 2013.
(2)The Company provided Messrs. Cooper, Henry and Pappagallo with the use of a car and driver to travel for Company business. Other employees may use these cars for Company business when these cars are not in use by the above mentioned NEOs. Messrs. Cohen and Flynn received a car allowance in the amount of $10,920 for the year 2013 and $5,880 from May 2013 to December 2013, respectively. Beginning December 2013, the Company provided Mr. Flynn with the use of a car to conduct his duties as an executive officer of the Company. Each such NEO may use the car without a driver for personal use. The NEOs’ drivers are employees who have additional responsibilities at the Company. In 2013, the Company calculated the cost of this perquisite by prorating the cost of each employee’s base salary to reflect the amount of each employee’s time used driving the NEOs. The Company also included the pro-rated value of the NEOs’ cars in the cost of the perquisite. Accordingly, the aggregate incremental cost of this perquisite to the Company in 2013 for Messrs. Cooper, Henry, Pappagallo and Flynn was $15,929, $9,114, $8,375 and $1,593 respectively. The policy on the use of the cars for 2013, 2012, and 2011 is outlined below:
  • the cars and drivers were available, when not in use by the foregoing executive officers, for other employees conducting Company business; 
  • these services were also available under certain circumstances to third parties involved in Company business at the Company’s New Hyde Park location;
  • the cars and drivers were used from time to time for deliveries and other transportation of documents or other materials; and
  • the cars were available to these officers with drivers for commuting and without drivers for personal use.
(3)All Other Compensation consists of benefits paid by the Company on behalf of the employee. Each of Messrs. Cooper, Henry, Cohen and Flynn received medical/dental/vision benefits in the amount of $20,859 while Mr. Pappagallo received medical/dental/vision benefits in the amount of $8,691. In addition, Messrs. Cohen and Flynn received a vacation-time payout, consistent with the Company’s benefits policy, in the amount of $11,538 and $6,442, respectively.
(4)Mr. Flynn’s salary was $325,000 annualized from January 1, 2013 to May 19, 2013 and $575,000 annualized for the remainder of the year.
(5)Amounts reflect the compensation cost to the Company in 2013 of the equity awards based on the aggregate grant date fair value recognized in accordance with the provision of FASB ASC 718. The fair value of each award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 20 to Consolidated Financial Statements in the Company’s 2013 Form 10-K. The value of awards granted to Mr. Flynn in 2013 is reflected on the 2013 Grants of Plan-Based Awards table below.
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Kimco Realty Corporation 2014 Proxy Statement35


      Compensation Tables

The following table provides information on non-equity and equity incentive plan awards granted to the NEOs during 2013:

Grants of Plan-Based Awards for 2013

All Other
StockAll Other
Estimated Possible PayoutsEstimated PossibleAwards:Option
Under Non-Equity Payouts UnderNumberAwards:ExerciseGrant Date
Incentive Plan Awards(4)Equity Incentive Plan Awards(5)of SharesNumberor BaseFair Value of
ofof SecuritiesPrice ofStock and
Stock orUnderlyingOptionOption
 GrantThresholdTargetMaximumThresholdTargetMaximumUnitsOptionsAwardsAwards
Name     Date     ($)     ($)     ($)     (#)     (#)     (#)     (#)(2)     (#)     ($/Sh)     ($)(1)(3) 
Milton Cooper320,000800,0001,200,000 
  2/13/201324,60049,20073,8001,219,176
2/13/2013 12,300264,942
David B. Henry350,000875,0001,312,500
 2/13/201327,50055,00082,5001,362,900
2/13/2013  13,750296,175
Michael V. 
Pappagallo(7)300,000750,0001,125,000
2/13/2013  20,50041,00061,5001,015,980 
2/13/2013   10,250220,785
Glenn G. Cohen190,000475,000712,500 
2/13/201320,00040,00060,000991,200
2/13/201310,000215,400
Conor Flynn140,000350,000525,000
5/20/20135,400(6)24.1230,132
5/20/20135,400(6)130,248
2/13/201319,500(6)420,030

(1)All awards are granted under the Kimco Realty Corporation 2010 Equity Participation Plan.
(2)As described above, each of the NEOs elected to receive a time-vesting restricted stock award in lieu of a time-vesting stock option award in 2013. Represents restricted stock awards granted on February 13, 2013 under the 2010 Equity Participation Plan. All restricted stock awards vest in 25% increments on each of the first, second, third, and fourth anniversaries of the grant date.
(3)Fair value is determined, depending on the type of award, using the Black-Scholes option pricing formula, the Monte Carlo method or the closing price per share of our Common Stock on the date of grant, which are intended to estimate the grant date fair value of the options, the performance shares and restricted stock, respectively. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 20 to Consolidated Financial Statements in the Company’s 2013 Form 10-K.
(4)The actual payout amounts are set out in the Summary Compensation Table.
(5)The actual awards are set out in the 2013 Performance Share Awards Table.
(6)Mr. Flynn was awarded 5,400 options and 5,400 shares of restricted stock at the time he was appointed Executive Vice President and Chief Operating Officer. He had been awarded 15,600 options at the annual grant that he converted to 3,900 shares of restricted stock. He also received 15,600 shares of restricted stock for the annual grant.
(7)Mr. Pappagallo’s last day of employment was May 17, 2013.

36


The following table provides information on outstanding equity awards as of December 31, 2013 for each NEO.

Outstanding Equity Awards at December 31, 2013

Option AwardsStock Awards
EquityEquity
IncentiveIncentive
PlanPlan
NumberAwards:Awards:
of SharesMarketNumber ofMarket or
orValue ofUnearnedPayout Value
Number ofNumber ofUnits ofShares orShares,of Unearned
SecuritiesSecuritiesStockUnits ofUnits orShares, Units
UnderlyingUnderlyingThatStockOther Rightsor Other
UnexercisedUnexercisedOptionOptionHave NotThatThat HaveRights That
 GrantOptions (#)Options (#)ExerciseExpirationVestedHave NotNot VestedHave Not 
Name     Date     Exercisable(1)     Unexercisable(1)     Price ($)     Date     (#)     Vested (#)     (#)(4)     Vested (#)
Milton Cooper  12/7/2004225,00028.4812/7/2014 
8/31/2005200,00031.628/31/2015 
8/16/2006200,00040.098/16/2016
8/8/2007200,000 41.068/8/2017 
8/6/2008200,00037.398/6/2018
8/6/200943,600 11.548/6/2019  
3/18/2010 32,17510,72515.643/18/202017,160(2)338,910
2/17/201121,65021,65018.852/17/202122,054(2)435,567
 2/16/201245,918(1)(2)906,881
2/13/201312,300(1)242,92549,2001,219,176
David B. Henry12/7/2004150,00028.4812/7/2014  
8/31/2005200,00031.628/31/2015 
8/16/2006200,00040.098/16/2016
8/8/2007200,00041.068/8/2017
8/6/2008200,00037.398/6/2018
8/6/200943,60011.548/6/2019
3/18/201032,17510,72515.643/18/202017,160(2)338,910
2/17/201121,65021,65018.852/17/202122,054(2)435,567
2/16/201253,586(1)(2)1,058,324
2/13/201313,750(1)271,56355,0001,362,900
Michael V.
Pappagallo(5)
Glenn G. Cohen12/7/200456,48928.4812/7/2014 
8/31/200530,00031.628/31/2015
8/16/200640,00040.098/16/2016
8/8/200740,00041.068/8/2017
8/6/200840,00037.39 8/6/2018
8/6/200910,90011.548/6/2019
3/18/20107,7252,57515.643/18/20204,121(2)81,390
8/4/20103,3751,12515.208/4/20201,800(2)35,550
2/17/201112,20012,20018.852/17/202112,428(2)245,453
2/16/201232,565(1)(2)643,159
2/16/201250,000(3)987,500
2/13/201310,000(1)197,50040,000991,200

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Kimco Realty Corporation 2014 Proxy Statement 37


      Compensation Tables

 Option AwardsStock Awards
EquityEquity
IncentiveIncentive
PlanPlan
NumberAwards:Awards:
of SharesMarketNumber ofMarket or
orValue ofUnearnedPayout Value
Number ofNumber ofUnits ofShares orShares,of Unearned
SecuritiesSecuritiesStockUnits ofUnits orShares, Units
UnderlyingUnderlyingThatStockOther Rightsor Other
UnexercisedUnexercisedOptionOptionHave NotThatThat HaveRights That
GrantOptions (#)Options (#)ExerciseExpirationVestedHave NotNot VestedHave Not
Name     Date     Exercisable(1)     Unexercisable(1)     Price ($)     Date     (#)     Vested (#)     (#)(4)     Vested (#) 
 Conor Flynn  12/7/200410,00028.4812/7/2014 
10/3/20055,00031.5510/3/2015
8/16/20067,00040.098/16/2016 
8/8/200710,00041.06 8/8/2017    
8/6/200815,00037.398/6/2018
8/6/200920,000 11.548/6/2019 
3/18/2010 5,2501,750 15.643/18/20201,75034,563 
 2/17/20116,5006,50018.852/17/20216,500128,375
2/16/20123,90011,70018.782/16/202211,700231,075 
2/16/201235,000(3)691,250
2/13/201319,500(1)385,125
5/20/20135,40024.125/20/20235,400106,650

(1)All stock options and shares of restricted stock vest in 25% increments on each of the first, second, third and fourth anniversaries of the grant date, subject to continued employment with the Company on the applicable vesting date.
(2)All restricted stock granted with respect to earned performance share awards vest in 331/3% increments on each of the second, third and fourth anniversaries of the performance share grant date, subject to continued employment with the Company on the applicable vesting date.
(3)Messrs. Cohen and Flynn’s shares of restricted stock granted on February 16, 2012 vest in 20% increments on each of February 16, 2018, February 16, 2019, February 16, 2020. February 16, 2021 and February 16, 2022, subject to continued employment with the Company on the applicable vesting date.
(4)Represent performance share awards granted in 2013. Each performance share award provides for the grant of restricted stock in the year following the year in which the performance shares are awarded based on the Company’s total stockholder return in the performance year compared to the Company’s peer group and NAREIT retail peers. If the Company’s total stockholder return for the performance year is less than the minimum target level then no restricted stock is granted. For additional discussion of the performance share awards, see “2013 Performance Share Awards” above.
(5)Mr. Pappagallo resigned his employment with the Company effective May 20, 2013 and held no outstanding equity awards as of December 31, 2013.

38


Option Exercises and Stock Vested in 2013

Option AwardsStock Awards
Number of SharesNumber of Shares
Acquired onValue Realized onAcquired onValue Realized on
   Exercise (#)   Exercise ($)(1)   Vesting (#)   Vesting ($)(2)
Milton Cooper—— 42,418 927,613
David B. Henry 150,000 281,25042,974939,684
Michael V. Pappagallo217,525987,93924,681538,465
Glenn G. Cohen60,000121,50017,221376,932
Conor Flynn2,0005,16012,650276,667

(1)Computed as the difference between the closing market price of the underlying stock on the date of exercise and the exercise of the option.
(2)Computed by multiplying the number of shares of stock by the closing market price of the underlying stock on the vesting date.

Employment Agreements

The Committee determined in 2010 to discontinue use of individual employment agreements with the Company’s executive officers.

Potential Payments upon Termination or Change in Control

Please see “Additional Compensation Considerations – Executive Severance Plan – ‘Double-Trigger’ Change in Control Severance Arrangement” above for a discussion of certain compensation and benefits which our NEOs would receive upon a termination or change in control. None of the NEOs have “single trigger” arrangements that entitle them to benefits solely due to a change in control. However, upon a change in control, our performance share awards would be evaluated based on a shortened performance period ending on the date

of the change in control, and any resulting restricted stock as well as any other unvested shares of restricted stock would, if not assumed in the change in control, automatically vest in full.

Mr. Pappagallo resigned his employment with the Company effective May 20, 2013. Mr. Pappagallo was not entitled to any severance payment or benefits in connection with his resignation.



Assumed Termination without Cause

The following table was prepared as though each of the NEOs had been terminated without Causeon December 31, 2013. The assumptions and valuations are noted in the footnotes to the table.

StockOptionHealth
 Name    Salary ($)(1)    Bonus ($)(1)(2)    Awards ($)(3)    Awards ($)(4)    Benefits ($)(5)    Total ($)(6) 
 Milton Cooper(7) $— $— $1,924,282 $63,565 $35,619 $2,023,466 
 David B. Henry(8)$1,600,000$1,793,956 $2,104,363 $63,565 $35,619 $5,597,503 
 Glenn G. Cohen $1,250,000$882,298$1,203,052$26,682$35,619$3,397,651 
 Conor Flynn$1,150,000$360,000$   885,788$24,392$35,619$2,455,799 

(1)In accordance with the Executive Severance Plan, all NEOs are entitled to 2 times their salary plus bonus upon a termination without Cause.
(2)In accordance with the Executive Severance Plan, 2012 (prior year) bonus amounts are used for the bonus component in this table.
(3)In accordance with the Executive Severance Plan, all NEOs are entitled to full vesting of annual restricted stock awards, with the exception of performance and retention awards, upon a termination without Cause.
(4)Under the Executive Severance Plan, a termination without Cause would result in acceleration of all stock options awards. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2013 ($19.75), multiplied by the number of shares for all unvested options as of December 31, 2013 that were in the money.
(5)Amounts are based on the cost of coverage during 2013.
(6)In certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes imposed under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations.”
(7)Mr. Cooper requested and the Company has agreed to cease his participation in the Company’s Severance Plan effective March 14, 2013. Mr. Cooper qualifies for “Retirement” under the terms of his equity award agreements. Accordingly, all of his equity awards, except performance and retention awards, would become fully vested upon the termination of his employment without Cause.
(8)Mr. Henry’s bonus is calculated as two times the average of the actual annual bonus paid to him for the three years immediately prior to the year in which the termination date occurs.
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Kimco Realty Corporation 2014 Proxy Statement 39


      Compensation Tables

Assumed Termination for Death or Disability

The following table was prepared as though each of the NEOs had been terminated due to death or disability on December 31, 2013. The assumptions and valuations are noted in the footnotes to the table.

   Salary   Stock   Option   
 Name and Principal Position     ($)(1)     Awards ($)(2)     Awards ($)(3)     Total ($) 
 Milton Cooper(4)

$

— $1,924,282$63,565$1,987,847 
 David B. Henry(5)  $400,000$2,104,363 $63,565 $2,567,928 
 Glenn G. Cohen(6)

$

—$2,190,552$26,682$2,217,234 
 Conor Flynn(6)

$

—$1,577,038$24,392$1,601,430 

(1)Represents payments that would be made to the NEO or the NEO’s beneficiary if terminated due to disability or death.
(2)The vesting of Mr. Cooper’s 97,432, Mr. Henry’s 106,550, Mr. Cohen’s 60,914, and Mr. Flynn’s 44,850 shares of restricted stock would accelerate as a result of termination due to death or disability.
(3)Under the stock option agreements, termination due to death or disability would result in acceleration of stock options. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2013 ($19.75), multiplied by the number of shares for all unvested options as of December 31, 2013 that were in the money.
(4)Mr. Cooper requested and the Company has agreed to cease his participation in the Company’s Severance Plan effective March 14, 2013. Mr. Cooper qualifies for “Retirement” under the terms of his equity award agreements. Accordingly, all of his equity awards, except performance and retention awards, would become fully vested upon the termination of his employment due to death or disability.
(5)Pursuant to a letter agreement between Mr. Henry and the Company dated March 15, 2010, Mr. Henry is entitled to receive a lump sum severance payment equal to six months of then current base salary upon a termination of employment due to death or disability.
(6)The vesting of Mr. Cohen’s retention award of 50,000 restricted shares and Mr. Flynn’s retention award of 35,000 restricted shares granted on February 16, 2012 would accelerate as a result of termination due to death or disability.

Assumed Termination upon a Change in Control

The following table was prepared as though each NEO experienced a termination of employment without Cause or for Good Reason in connection with a change in control on December 31, 2013. The assumptions and valuations are noted in the footnotes to the table.

SalaryBonus
Component ofComponent of
Lump-SumLump-SumStockOptionHealth
Payment PaymentAwardsAwardsBenefits
 Name and Principal Position  ($)(1)   ($)(1)(2)   ($)(3)   ($)(4)   ($)(5)   Total ($)(6) 
 Milton Cooper(7)$—$           — $1,924,282$63,565 $35,619 $2,023,466 
 David B. Henry(8)$1,600,000$1,793,956$2,104,363 $63,565$35,619$5,597,503 
 Glenn G. Cohen(9)$1,250,000$882,298$2,190,552$26,682$35,619$4,385,151 
 Conor Flynn(9)$1,150,000$360,000$1,577,038$24,392$35,619$3,147,049 

(1)In accordance with the Executive Severance Plan, all NEOs are entitled to 2 times the sum of their salary plus prior year’s annual bonus upon a change in control termination.
(2)In accordance with the Executive Severance Plan, 2012 (prior year) bonus amounts are used for the bonus component in this table.
(3)In accordance with the Executive Severance Plan, all NEOs are entitled to full vesting of restricted stock awards, with the exception of performance and retention awards, upon a termination of employment without Cause or for Good Reason in connection with a change in control.
(4)Under the stock option agreements, termination of employment without Cause or for Good Reason in connection with a change in control would result in acceleration of stock options. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2013 ($19.75), multiplied by the number of shares for all unvested options as of December 31, 2013 that were in the money.
(5)Amounts are based on the cost of coverage during 2013.
(6)In certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes imposed under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations.”
(7)Mr. Cooper requested and the Company has agreed to cease his participation in the Company’s Severance Plan effective March 14, 2013. Mr. Cooper qualifies for “Retirement” under the terms of his equity award agreements. Accordingly, all of his equity awards, except performance and retention awards, would become fully vested upon the termination of his employment without Cause.
(8)Mr. Henry’s bonus is calculated as 2 times the average of the actual annual bonus amounts paid to him for the three years immediately prior to the year in which the termination date occurs.
(9)The vesting of Mr. Cohen’s retention award of 50,000 restricted shares and Mr. Flynn’s retention award of 35,000 restricted shares granted on February 16, 2012 would accelerate as a result of termination upon a change in control.

40


Equity Participation Plan

Description of Plan. The Company maintains the 2010 Equity Participation Plan for the benefit of its eligible employees, consultants, and directors.

The 2010 Equity Participation Plan authorizes the Executive Compensation Committee to provide equity and/or cash compensation, incentives and awards in the form of stock options, restricted stock, performance shares, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights (“SARs”), other stock-based awards and performance-based awards (which may be payable in either the form of cash or the Company’s Common Stock) structured by the Executive Compensation Committee within parameters set forth in the 2010 Equity Participation Plan, for the purpose of providing the Company’s officers, employees and consultants equity and/or cash compensation, incentives and rewards for superior performance. Key features of the 2010 Equity Participation Plan that reflect the Company’s commitment to effective management of incentive compensation include:

  • Limitations on Grants.The number of shares that may be issued or transferred by the Company upon the exercise of incentive stock options may not exceed 10,000,000 in the aggregate, subject to certain adjustments, events and limitations described below.
  • No Repricing or Replacement of Options or Stock Appreciation Rights.The 2010 Equity Participation Plan prohibits, without stockholder approval: (i) the amendment of options or SARs to reduce the exercise price and (ii) the replacement of an option or SAR with cash or any other award when the price per share of the option or SAR exceeds the fair market value of the underlying shares.
  • No In-the-Money Option or SAR Grants.The 2010 Equity Participation Plan prohibits the grant of options or SARs with an exercise or base price less than the fair market value of the Company’s Common Stock, generally the closing price of the Company’s Common Stock, on the date of grant.
  • Section 162(m) Qualification.The 2010 Equity Participation Plan is designed to allow awards made under the 2010 Equity Participation Plan, including incentive bonuses, to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.
  • Independent Administration.The Executive Compensation Committee, which consists of only independent directors, administers the 2010 Equity Participation Plan.


Equity Compensation Plan Information

The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2013.

(c)
(a)(b)Number of securities
Number of SecuritiesWeighted-averageremaining available for
to be issued uponexercise price offuture issuance under
exercise of outstandingoutstanding equity compensation plans
options, warrants and options, warrants(excluding securities
Plan Category   rights   and rights   reflected in column (a))
Equity compensation plans approved by stockholders 15,374,145 28.79 8,049,534
Equity compensation plans not approved by stockholdersN/AN/AN/A
Total 15,374,145 28.79 8,049,534

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Kimco Realty Corporation 2014 Proxy Statement 41


Compensation of Directors

During 2013, members of the Board of Directors and Committees thereof who were not also employees of the Company (“Non-management Directors”) were entitled to receive an annual fee of $50,000. Also, during 2013, the Non-management Directors were entitled to receive a total of $10,000 each as members of the Executive Compensation Committee and $6,000 each as members of the Nominating and Corporate Governance Committee. Mr. Lourenso, as a non-voting Observer of the Executive Compensation Committee and Nominating and Corporate Governance Committee in 2013, was entitled to receive a total of $16,000. The Non-management Directors who are members of the Audit Committee also are entitled to receive an annual fee of $20,000. The chairmen of the Audit, Executive Compensation

and Nominating and Corporate Governance Committees were entitled to receive an additional annual fee of $45,000, $35,000 and $16,000, respectively. During 2013, the Lead Independent Director received an additional annual fee of $10,000. In accordance with the Company’s 2010 Equity Participation Plan, the Non-management Directors may be granted awards of deferred stock (“Deferred Stock”) or restricted stock in lieu of directors’ fees. Unless otherwise provided by the Board of Directors, 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. Employees of the Company who are also directors are not paid any directors’ fees.



The following table sets forth the compensation of each Non-management Director earned in the calendar year 2013.

Non-management Director Compensation for 2013

Fees EarnedNon-Equity
or Paid inStockOptionIncentive Plan
CashAwardsAwardsCompensationTotal
Name   ($)(1)   ($)(2)   ($)(2)   ($)   ($)
Philip Coviello 86,000118,47027,060—231,530
Richard G. Dooley106,000118,470 27,060 — 251,530
Joe Grills111,000118,47027,060—256,530
F. Patrick Hughes111,000118,47027,060—256,530
Frank Lourenso66,000 118,47027,060—211,530
Colombe Nicholas66,000118,47027,060—211,530
Richard Saltzman66,000118,47027,060—211,530

(1)Amounts include the value of deferred stock received in lieu of directors’ fees for service in 2013. As of December 31, 2013, Messrs. Coviello, Dooley, Grills, Hughes, Lourenso and Saltzman and Ms. Nicholas were entitled to 0 shares, 59,963 shares, 38,852 shares, 25,395 shares, 28,935 shares, 33,093 shares and 4,616 shares of deferred stock, respectively.
(2)Amounts reflect the dollar amount, without any reduction for risk of forfeiture, of the equity awards based on the aggregate grant date fair value recognized for the fiscal year ended December 31, 2013, calculated in accordance with the provision of FASB ASC 718. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 20 to Consolidated Financial Statements in the Company’s 2013 Form 10-K.

During 2013, the Company granted Messrs. Coviello, Dooley, Grills, Hughes, Lourenso, Saltzman, and Ms. Nicholas options to acquire 5,500 shares each of Common Stock at $21.54 per share, the market price on February 13, 2013, the date of such option grants, and 5,500 shares of restricted stock. As of December 31, 2013, Messrs. Coviello, Dooley, Grills, Hughes, Lourenso, Saltzman and Ms. Nicholas held options to acquire

37,000 shares, 129,500 shares, 129,500 shares, 129,500 shares, 129,500 shares, 129,500 shares and 14,667 shares, respectively. As of December 31, 2013, Messrs. Coviello, Dooley, Grills, Hughes, Lourenso, Saltzman and Ms. Nicholas held shares of restricted stock in the amounts of 13,625 shares, 13,625 shares, 13,625 shares, 13,625 shares, 13,625 shares, 13,625 shares and 11,459 shares, respectively.



42


Certain Relationships and Related Transactions

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

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

Our Code of Ethics 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 Ethics is available through the Investors/Governance/Governance Documents section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

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

Our Nominating and Corporate Governance Committee Charter provides that the Committee will, at least annually, review 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 addition, the Company’s legal staff, including its outside legal advisers, is primarily responsible for obtaining information through questionnaires and other appropriate procedures from the directors and executive officers with respect to related-person transactions and then determining whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s proxy statement. In addition,Proxy Statement.

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

26

KC Holdings.Joint Ventures. Mr. Milton Cooper Chief Executive Officer and Chairman of the Board of Directors of the Company, and Mr. Martin Kimmel, Chairman Emeritus of the Board, are stockholders of KC Holdings, Inc. (“KC Holdings”). The Company is party to a management agreement pursuant to which it manages three of KC Holdings’ four remaining shopping center properties under terms which the Company believes are no less favorable than would be obtained in negotiations with an independent third party. See “Compensation Committee Interlocks and Insider Participation—KC Holdings.”

Joint Ventures. Members of the Company’s management and Mr. Kimmel, Chairman Emeritus of the Board, havehas investments in certain real estate joint ventures orand limited partnerships. The Company has an interest in certain of these joint ventures and partnerships which own and/ orand operate certain of the Company’s property interests. The Company receives various fees related to these ventures. Any material future transactions involving these joint ventures or partnerships is subject to the approval of a majority of disinterested directors of the Company. See “Compensation Committee Interlocks and Insider Participation—Joint Ventures.”partnerships.

Relationship with J.P. Morgan Chase. Mr. Frank Lourenso is an Executive Vice President of J.P. Morgan Chase and has been a Director of the Company since December 1991. The Company maintains its principal banking relationship with J.P. Morgan Chase and J.P. Morgan Chase periodically provides the Company with investment banking services. J.P. Morgan Chase, together with a consortium of additional banks, provided the Company with a $850 million unsecured revolving credit facility and is a participant in the Company’s $250 million Canadian denominated unsecured credit facility. See “Compensation Committee Interlocks and Insider Participation—Relationship with J.P. Morgan Chase.”

Relationship with The State of New York Common Retirement Fund. Until December 2006, Mr. Joe Grills was a member of the Investment Advisory Committee of The State of New York Common Retirement Fund (the “NYSCRF”). Mr. Grills has been a Director of the Company since January 1997.During 1999, the Company entered into a joint venture arrangement with the NYSCRF and other institutional investors in connection with the Kimco Income Operating Partnership. This investment by the NYSCRF was reviewed by the NYSCRF Real Estate Advisory Committee of which Mr. Grills is not a member. See “Compensation Committee Interlocks and Insider Participation—Relationship with The State of New York Common Retirement Fund.”

Family Relationships.Mr. Paul Dooley, Vice President of Property Tax/Insurance of the Company, is the son of Mr. Richard G. Dooley, a director of the Company. Mr. Paul Dooley was paidreceived total compensation of $380,434 from the Company in fiscal year 2013, calculated in the same manner as the Summary Compensation Table. This compensation includes a cash salary in 20062013 as an employee of the Company that is commensurateof $280,000 with his position and was granted 10,000 options in 2006 pursuantthe remaining balance comprised of (i) compensation cost to the Equity Participation Plan. In addition, Mr. Paul Dooley was extended loansCompany in 2013 of equity awards recognized for financial reporting purposes over the amountrequisite service period, calculated



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Kimco Realty Corporation 2014 Proxy Statement 43


in accordance with the provision of $49,983 in 2001, $36,960 in 2000FASB ASC 718, (ii) matching contributions under the Company’s 401(k) plan, (iii) bonuses, and $62,865 in 1999 to supplement available margin loans and partially fund the purchase(iv) various benefits.

Prohealth Realty Lease. Kimco Birchwood Jericho Office, LLC, a subsidiary of 9,022 shares, 6,930 shares and 9,900 shares, respectively, of Common Stock. The stock purchase loans bear interest at a rate of 6% per annum. All dividends received from these shares are utilized to pay down the interest and principle on these loans.The amount outstanding under these loans as of March 23, 2007 was $37,014.

     Mr. Patrick Flynn, Director of Real Estate of the Company, is the son of Mr. Michael J. Flynn, Vice Chairman of the Board, President and Chief Operating Officer of the Company. Mr. Patrick Flynn is also the President and a director of Blue Ridge Real Estate/Big Boulder Corporation (“Blue Ridge”), an entity in which the Company, has a controlling interest. Mr. Patrick Flynn wasleasing arrangement with Prohealth Realty covering approximately 7,200 square feet of property located in Jericho, New York for which Prohealth paid a cash salary in 2006 as an employee of the Company that is commensurate with his position and was granted 15,000 options in 2006 pursuant $270,996to the Equity Participation Plan.

     Mr. Connor Flynn, Asset ManagerCompanyduring 2013. David Cooper, President and CEO of the Company,Prohealth, is also thea son of Mr. Michael J. Flynn, ViceMilton Cooper, Executive Chairman of the Board, PresidentCompany. The Company determined that the leasing terms are consistent with fair market rental values and Chief Operating Officerthat the transaction, taken as a whole, is no less favorable to the Company than terms available to an unaffiliated third party under similar circumstances. We are currently discussing two other possible leasing transactions with Prohealth in the metropolitan New York area.

Consortium led by Cerberus Capital Management, L.P. The Company is an investor in a consortium led by Cerberus Capital Management, L.P. that acquired certain Albertsons stores from Albertsons, Inc. in 2006, and the remaining Albertsons stores, as well as the grocery banners of Jewel-Osco, Acme, Shaws and Star Markets, from SUPERVALU in 2013. On March 6, 2014, the consortium, including additional members, agreed to acquire all of the Company. Mr. Connor Flynn was paidoutstanding shares of Safeway Inc. on the terms and subject to the conditions set forth in a cash salarymerger agreement among the parties to the proposed transaction. The Company expects to contribute up to $90 million of new equity, together with its existing equity stake in 2006the consortium investments, and expects to hold a 9.9% ownership interest in the combined

companies. Separate and apart from the Company, Colony Financial, Inc. (NYSE: CLNY) or one or more of its affiliated entities has agreed to participate in the consortium by contributing up to $100 million as an employee ofinvestor in the Company thatSafeway transaction, which is commensurate with his position and was granted 7,000 optionsexpected to represent a 4.3% interest in 2006 pursuant to the Equity Participation Plan.

27

     Mr. Ross Cooper, Acquisitions Analyst of the Company, is the grandson of Mr. Milton Cooper, Chief Executive Officer and Chairmancombined companies. Richard B. Saltzman, a member of the Board of Directors of the Company. Mr. Ross Cooper was paid a cash salary in 2006 as an employee of the Company, that is commensurate with his position and was granted 3,000 options in 2006 pursuant to the Equity Participation Plan.

Transactions with Douglas Grills (“Convenience Retailing”). Mr. Douglas Grills, a co-owner of Convenience Retailing, is the sonchief executive officer, president and a director of Mr. Joe Grills, a Director of the Company. Convenience Retailing subleases real property from a partnership, in which the Company has a non-controlling ownership interest, for use as gas/service stations. The Company believes the lease terms are no less favorable than would be obtained in negotiations with an independent third party.Colony Financial, Inc.

Transactions with Joshua P.Friedman and Associates (“Friedman and Associates”). Mr. Joshua Friedman, a principal of Friedman and Associates, is the son of Mr. Jerald Friedman, Executive Vice President of the Company. During 2006, the Company paid legal fees of $147,035 to Friedman and Associates for services rendered primarily in connection with various real estate transactions.

Transactions with Ripco Real Estate Corporation (“Ripco”).Corporation.Ripco Real Estate Corp., was formed in 1991 and employs approximately 40 professionals and serves numerous retailers, REITS and developers.Ripco’s (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, KohlsKohl’s and many others, providing real estate brokerage services and principal real estate investing. Mr. Todd Cooper, an officer and 37% shareholder50% stockholder of Ripco, is a son of Mr. Milton Cooper, Chief Executive Officer and Chairman of the Board of Directors of the Company.Cooper. During 2006,2013, the Company paid brokerage commissions of $266,191$570,672 to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services. Additionally,

During 2013, the Company’s sole remaining joint venture investment with Ripco sold its only operating propertyfor a sales price of $3.5 million, which was encumbered by a $2.8 million loan, which was guaranteed by the Company. As a result of this transaction, the loan was fully repaid, the Company haswas relieved of the followingcorresponding loan guarantee and, as of December 31, 2013, the Company no longer held any joint venture investments with Ripco:

     During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of gross leasable area (“GLA”), through a newly formed joint venture in which the Company and Ripco each hold a 50% non-controlling interest. The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property. Subsequent to the purchase, the joint venture obtained a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55%. During 2006, the term of this loan was extended for an additional year. This loan is jointly and severally guaranteed by the Company and Ripco. Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.

During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company and Ripco each hold a 50% non-controlling interest. The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of GLA. During October 2005, the joint venture foreclosed on the property and obtained fee title.Subsequent to obtaining fee title, the joint venture obtained a $9.0 million one-year term loan which bears interest at LIBOR plus 0.55%. During 2006, the term of this loan was extended for an additional year.This loan is jointly and severally guaranteed by the Company and Ripco.



     During October 2005, the Company acquired, through a newly formed joint venture in which the Company and Ripco each have a 50% non-controlling interest, a parcel of land located in East Northport, NY, for a purchase price of approximately $3.9 million. The property will be developed into a 66,000 square foot retail center with an aggregate total projected cost of approximately $14.8 million. Partial funding for this acquisition was provided through a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55%. During 2006, the term of this loan was extended for an additional year. This loan is jointly and severally guaranteed by the Company and Ripco.

     Additionally, during May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest and Ripco has a 5.62% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for bankruptcy and is closing its operations. The term of this loan is two years and bears interest at prime plus 2.5%. The loan is collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures. During April 2006, the healthcare facility paid the outstanding balance on the loan and the loan was terminated.

2844


During November 2005, the Company acquired an operating property located in East Northport, NY, comprising approximately 26,000 square feet of GLA through a newly formed joint venture in which the Company and Ripco each hold a 50% non-controlling interest. The property was acquired for approximately $9.0 million including the assumption of approximately $7.3 million of non-recourse mortgage debt encumbering the property. Subsequent to the purchase, the joint venture obtained a $5.0 million one-year term loan which bears interest at LIBOR plus 50%. During 2006, the term of this loan was extended for an additional year. This loan is jointly and severally guaranteed by the Company and Ripco.Proceeds from this loan were used to partially repay the outstanding $7.3 million mortgage encumbering the property. During 2007, this property was sold to an unrelated third-party for an aggregate sales price of $10.5 million.

Audit Committee Report

The Audit Committee (the “Audit Committee”) of the Board of Directors of the CompanyKimco Realty Corporation (the “Company”) is responsible for providing objective oversight of the Company’s financial accounting and reporting functions, system of internal control and audit process. During 2006,2013, the Audit Committee was comprised of threefour directors all of whom were independent as defined under the then current listing standards of the New York Stock Exchange.NYSE. Frank Lourenso was appointed to the Audit Committee on February 3, 2014 and is independent as defined under the current listing standards of the NYSE. The Audit Committee operates under a written charter adopted by the Board of Directors.Directors of the Company (the “Board of Directors”). A copy of the Audit Committee Charter, as amended, is available on the Company’s web site.website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

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

In connection with these responsibilities, the Audit Committee met with management and the Company’s independent registered public accounting firm to review and discuss the December 31, 20062013 audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee also discussed with the independent registered public accountants the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications). The Audit Committee also received written disclosures and the letter

from the independent registered public accountants required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent accountant’s communications with the Audit Committees),Committee concerning independence, and the Audit Committee discussed with the independent registered public accountants their independence.

Based upon the Audit Committee’s discussions with management and the independent registered public accountants and the Audit Committee’s review of the December 31, 20062013 audited consolidated financial statements and the representations of management and required communications from the Company’s independent registered public accountants, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, to be2013, filed with the Securities and Exchange Commission.

AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS

F. Patrick Hughes, Chairman


Philip Coviello
Richard G. Dooley

Joe Grills
Frank Lourenso


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


Kimco Realty Corporation 2014 Proxy Statement 45


     PROPOSAL 2     

Charter Amendment to Eliminate
Supermajority Voting Requirements


29We propose to add a new Section E to Article IV of the Charter, which reads:

E. Extraordinary Actions. Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid only if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on

the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. This proposal, if approved, would reduce the vote required for the foregoing matters from two-thirds of the votes entitled to be cast to a majority of the votes entitled to be cast.

We recommend stockholders approve this amendment because doing so will allow the Company, with the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast, to amend the Charter, merge, sell of all or substantially all of the assets of the Company, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business. As part of the Company’s general review of its governance provisions, the Board of Directors determined that it is in the Company’s best interests to eliminate the supermajority vote requirement from the Charter.



VOTE REQUIRED

The approval of the Charter amendment to eliminate supermajority voting requirements requires the affirmative vote of two-thirds of the votes entitled to be cast on the matter. For purposes of this vote, abstentions and broker non-votes will have the same effect as votes cast against the Charter amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE “FOR” THIS PROPOSAL.



46


    PROPOSAL 3     

Advisory Resolution to Approve the Company’s Executive Compensation


In accordance with the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we are providing our stockholders with a vote for the advisory approval of the Company’s executive compensation as disclosed in this Proxy Statement in accordance with the SEC Rules.

Our Board of Directors is committed to corporate governance best practices and recognizes the substantial interests that stockholders have in executive compensation matters. The Executive Compensation Committee of our Board of Directors has designed our executive compensation programs to achieve the following key objectives:



ObjectiveHow our compensation programs reflect this objective

Achieve long-term Company performance

  • Align executive compensation with the Company’s and the individual’s performance
  • Make a substantial portion of total compensation variable with performance

Align executives’ and stockholders’ interests

  • Provide executives with the opportunity to participate in the ownership of the Company
  • Reward executives for long-term growth in the value of our stock
  • Link executive pay to specific, measurable results intended to create value for stockholders

Motivate executives to achieve key performance goals

  • Compensate executives with performance-based awards that depend upon the achievement of established corporate targets
  • Reward executives for individual contributions to the Company’s achievement of Company-wide performance measures

Attract and retain a talented executive team

  • Utilize independent compensation consultants and market survey data to monitor pay relative to peer companies

We encourage stockholders to review the Compensation Discussion and Analysis section beginning on page 21 of this Proxy Statement, which describes our executive compensation philosophy and the design of our executive compensation programs in great detail. 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 determined to hold a Say-on-Pay advisory vote every year and the next Say-on-Pay advisory vote shall occur at the 2015 Annual Meeting of Stockholders. In accordance with this determination and 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 named executive officers by casting a vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure.”

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



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Kimco Realty Corporation 2014 Proxy Statement 47


       PROPOSAL 3 Advisory Resolution to Approve the Company’s Executive Compensation

VOTE REQUIRED

The vote on the advisory resolution to approve the Company’s executive compensation requires the affirmative vote of a majority of the votes cast on the matter. For purposes of this advisory vote, 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 OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.



Independent Registered Public Accountants

PricewaterhouseCoopers LLP was engaged to perform the integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 and 2005.2013. There are no affiliations between the Company and PricewaterhouseCoopers LLP, its partners, associates or employees, other than as pertaining to its engagement as independent registered public accountants for the Company in previous years. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

The following table provides information relating to the fees billed to the Company by PricewaterhouseCoopers LLP for the years ended December 31, 20062013 and 2005:2012:

 2006            2005
Type of Fees     2013     2012
Audit Fees (1)$1,344,450 $ 940,846 $1,422,000 $1,372,733
Audit-Related Fees$-$ -——
Tax Fees(2)$20,213$ - 70,733 246,997
All Other Fees(3)$1,500$ 6,2962,4602,420
Total $1,495,193 $1,622,150

(1)     Audit fees include all fees for services in connection with (i) the annual integrated audit of the Company’s fiscal 20062013 and 20052012 financial statements and internal controls 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) the SEC required 314 audit of the Puerto Rico properties in 2006, (iv)as applicable, the consents and comfort letters issued in connection with debt and equity offerings and filings of the Company’s shelf registration statements, current reports on Form 8-K and proxy statementsProxy Statements during 20062013 and 2005 and (v)2012, (iv) ongoing consultations regarding accounting for new transactions and pronouncements.pronouncements and (v) out of pocket expenses.
(2)Tax fees consisted of fees billed for professional services for tax compliance and tax consulting services.
(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.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accountants.The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accountants. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accountants.

On an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the approved amounts.The Audit Committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that such pre-approvals are reported on at a subsequent Audit Committee meeting. All services performed for 20062013 and 20052012 were pre-approved by the Audit Committee.



48

PROPOSAL 2


Proposal Regarding Amendment of Charter to Increase
Number of Shares of Authorized Stock

     By resolution dated February 6, 2007, the Board of Directors adopted a resolution declaring it advisable to amend subsection A of Article IV of the Company’s charter to (i) increase the aggregate number of shares of stock that the Company has the authority to issue to an aggregate of 1,141,100,000 shares, (ii) increase the number of shares of Common Stock that the Company has authority to issue to 750,000,000 shares and (iii) increase the number of shares of Excess Stock that the Company has authority to issue to 382,500,000 shares. The number of authorized shares of all other classes, as set forth below, would remain the same. The proposed revised subsection A of Article IV of the Company’s charter is set forth as Appendix B to this Proxy Statement. The Board of Directors directed that the amendment be submitted for consideration by the stockholders at the Meeting.

30

     The Company’s charter currently authorizes the issuance of up to 461,600,000 shares, consisting of:

    300,000,000 shares of Common Stock, par value $0.01 per share; 
153,000,000 shares of Excess Stock, par value $0.01 per share; 
3,600,000 shares of Preferred Stock, par value $1.00 per share; 
345,000 shares of 7¾% Class A Cumulative Redeemable Preferred Stock, 
PROPOSAL 4        $1.00 par value per share (“Class A Preferred Stock”); 
230,000 shares of 8½% Class B Cumulative Redeemable Preferred Stock, 
   $1.00 par value per share (“Class B Preferred Stock”); 
460,000 shares

Ratification of 83/8% Class C Cumulative Redeemable Preferred Stock,

the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

     $1.00 par value per share (“Class C Preferred Stock”); 
700,000 shares of 7½% Class D Cumulative Convertible Preferred Stock, 
     $1.00 par value per share (“Class D Preferred Stock”); 
700,000 shares of 6.65% Class F Cumulative Redeemable Preferred Stock, 
     $1.00 par value per share (“Class F Preferred Stock”); 
65,000 shares of Floating-Rate Class E Cumulative Redeemable Preferred Stock; 
     $1.00 par value per share (“Class E Preferred Stock”); 
345,000 shares of Class A Excess Preferred Stock, $1.00 par value per share 
     (“Class A Excess Preferred Stock”); 
230,000 shares of Class B Excess Preferred Stock, $1.00 par value per share 
     (“Class B Excess Preferred Stock”); 
460,000 shares of Class C Excess Preferred Stock, $1.00 par value per share 
     (“Class C Excess Preferred Stock”); 
700,000 shares of Class D Excess Preferred Stock, $1.00 par value per share 
     (“Class D Excess Preferred Stock”); 
65,000 shares of Class E Excess Preferred Stock, $1.00 par value per share 
     (“Class E Excess Preferred Stock”); and 
700,000 shares of Class F Excess Preferred Stock, $1.00 par value per share 
     (“Class F Excess Preferred Stock”).    

     As of March 23, 2007, the outstanding shares of stock of the Company were as follows: [________] shares of Common Stock; no shares of Excess Stock; no shares of Preferred Stock; no shares of Class A Preferred Stock; no shares of Class A Excess Preferred Stock; no shares of Class B Preferred Stock; no shares of Class B Excess Preferred Stock; no shares of Class C Preferred Stock; no shares of Class C Excess Preferred Stock; no shares of Class D Preferred Stock; no shares of Class D Excess Preferred Stock; no shares of Class E Preferred Stock; no shares of Class E Excess Preferred Stock and 700,000 shares of Class F Preferred Stock and no shares of Class F Excess Preferred Stock. In addition, as of the same date, approximately [________] shares of Common Stock have been reserved for issuance under the Company’s Equity Participation Plan.

     The additional Common Stock would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. The holders of the Common Stock of the Company are not entitled to preemptive rights or cumulative voting. Accordingly, the issuance of additional shares of Common Stock might dilute, under certain circumstances, the ownership and voting rights of stockholders. The increase in the number of authorized shares may have anti-takeover effects. While the authorization of additional shares might have such an effect, the Board of Directors does not intend or view the proposed increase in authorized shares as an anti-takeover measure.

31

The authorized shares of Common Stock in excess of those presently outstanding will be available for issuance at such times and for such purposes as the Board of Directors may deem advisable without further action by the Company’s stockholders, except as may be required by applicable laws or regulations, including stock exchange rules. The Board of Directors believes that it is in the best interests of the Company and its Stockholders to have additional Common Stock authorized which would be available for issuance for stock dividends, stock splits, retirement of indebtedness, employee benefit programs, corporate business combinations, acquisitions of property or other corporate purposes. The authorized shares of Excess Stock, proposed to be increased in direct proportion to the increase in the number of authorized shares of Common Stock, will be available for issuance pursuant to the Company’s charter and as may be necessary to preserve the Company’s qualification as a real estate investment trust under applicable tax laws. The Board does not intend to issue any stock except for reasons and on terms which the Board deems to be in the best interests of the Company. Because the holders of the Common Stock do not have preemptive rights, the issuance of Common Stock (other than on a pro rata basis to all current stockholders) would reduce the current stockholders’ proportionate interests.However, in any such event, stockholders wishing to maintain their interests may be able to do so through normal market purchases. Any future issuance of Common Stock will be subject to the rights of holders of outstanding shares of the existing Class F Preferred Stock and of any shares of the Preferred Stock the Company may issue in the future.

Vote Required

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE COMPANY’S CHARTER TO INCREASE THE AGGREGATE NUMBER OF SHARES OF STOCK, THE NUMBER OF SHARES OF COMMON STOCK AND THE NUMBER OF SHARES OF EXCESS STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE.

     Proxies will be so voted unless stockholders specify otherwise in their proxies. The affirmative vote of holders of two-thirds of the outstanding shares of Common Stock is required for approval of this proposal. Consequently, abstentions and broker non-votes will have the same effect as votes against the proposal. If the proposed amendment is approved by the stockholders, it will become effective upon the acceptance for record of Article of Amendment with the State Department of Assessments and Taxation of Maryland, which will occur as soon as reasonably practicable after approval.

PROPOSAL 3
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent
Registered Public Accounting Firm

In accordance with its charter, the Audit Committee has selected the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to be the Company’s auditors for the year 20072014 and with the

endorsement of the Board of Directors, recommends to stockholders that they ratify that appointment. PricewaterhouseCoopers LLP has been the Company’s independent registered public accountants since 1986.



Vote RequiredVOTE REQUIRED

     AssumingThe ratification of the presenceappointment of a quorum,our independent registered public accounting firm requires the affirmative vote of a majority of all the votes cast byon the holdersmatter. For purposes of shares of Common Stock present, in person or by proxy,this proposal, abstentions and entitled to vote atbroker non-votes, if any, will not be counted as votes cast and will have no effect on the Company’s Annual Meeting of Stockholders is required for the ratificationresult of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. Accordingly, abstentions or broker non-votes will not affect the results of this vote.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR“FOR” THIS PROPOSAL.



   Other Matters

32

Other Matters

Section 16(a) Beneficial Ownership Reporting Compliance.Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than ten percent10% of a registered class of the Company’s equity securities, to file reports (Forms 3, 4 and 5) of the ownership and changes in the ownership of such equity securities with the SEC and the New York Stock Exchange.NYSE. Officers, directors and beneficial owners of more than ten percent10% of the Company’s stock are required by SEC regulation to furnish the Company with copies of all such forms which they file.

Based solely on the Company’s review of the copies of Forms 3, 4 and 5 and amendments thereto received by it for the year ended December 31, 2006,2013, or written representations from certain reporting persons that no such forms were required to be filed by those persons, the Company believes that during the year ended December 31, 2006,2013, all such filings under Section 16(a) of the Exchange Act were filed on a timely basis by its officers, directors, beneficial owners of more than ten percent10% of the Company’s stock and other persons subject to Section 16(a) of the Exchange Act.

     Reference shouldStockholder Nominees for Director and Other Stockholder Proposals.Stockholders interested in presenting a proposal for inclusion in the Proxy Statement for the 2015 Annual Meeting of stockholders may do so by following the procedures in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals must be received at the Company’s principal executive offices by November 21, 2014 or not less than 120 calendar days before the date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting. Under our current

Bylaws, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at our 2015 Annual Meeting, but not included in Company’s proxy statement, may be made by a stockholder of record at the time of giving notice by the stockholder and at the time of the Meeting who delivers notice along with the additional information and materials required by our current Bylaws to our Secretary at the principal executive office of the Company not earlier than 150 days and not later than 5:00 p.m. (local time) on the 120th day prior to the Company’s annual reportfirst anniversary of the date of the proxy statement for the 2014 Annual Meeting. In order for a nomination to be considered, the notice must include the information as to such nominee and submitting stockholder that would be required to be included in a proxy statement under the proxy rules of the SEC if such stockholder were to solicit proxies from all stockholders of the Company for the election of such nominee as a director and if such solicitation were one to which Regulation 14A under the Exchange Act applied. In addition, proponents must provide all of the information required by our current Bylaws. We also may require any proposed nominee to furnish such other information as may be reasonably required to determine whether the proposed nominee is eligible to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the nominee’s independence or lack thereof. You can obtain a copy of the full text of the Bylaw provision noted above by writing to our Secretary at our address listed on the cover of this Proxy Statement. Our current Bylaws were filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006,2008.



Continues on next page4
Kimco Realty Corporation 2014 Proxy Statement 49


       Other Matters

Documents Incorporated by Reference. This Proxy Statement incorporates documents by reference which are not presented herein or delivered herewith. Reference should be made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and the Company’s Annual Report delivered together with this Proxy Statement, such documents incorporated herein by reference, for financial information and related disclosures required to be included herein.

Stockholders’ Proposals.Proposals of stockholders intended to be presented at the Company’s Annual Meeting of Stockholders to be held in 2008, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must be received Documents incorporated by the Company no later than [December 11, 2007], in order to be included in the Company’s proxy statement and form of proxy relating to that meeting. Such proposals must comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in the proxy statement. A stockholder who wishes to make a proposal at the 2008 Annual Meeting without including the proposal in the Company’s proxy statement and form of proxy relating to that meeting must notify the Company by [February 25, 2008]. If the stockholder fails to give notice by this date, then the persons named as proxies in the proxies solicited by the Board for the 2008 Annual Meeting may exercise discretionary voting power with respect to any such proposal.

Code of Business Conduct and Ethics.The Board of Directors has adopted a written Code of Ethics for the Company that applies to all directors and employees. A copy of the Company’s Code of Ethics is available through the Investor Relations/Governance Documents section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

Corporate Governance Guidelines. The Board of Directors has adopted written Corporate Governance Guidelines in accordance with the New York Stock Exchange listing requirements. A copy of the Company’s Corporate Governance Guidelines is available through the Investor Relations/Governance Documents Section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

Documents Incorporated by Reference.This Proxy Statement incorporates documents by reference which are not presented herein or delivered herewith. These documents (except for certain exhibits to such documents, unless such exhibits are specifically incorporated herein) are available upon request without charge. Requests may be oral or written and should be directed to the attention of the Secretary of the Company at the principal executive offices of the Company. In addition, within the Investor RelationsInvestors section of the Company’s website located at www.kimcorealty.com, you can obtain, free of charge, a copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the Meeting shall be deemed incorporated by reference into this Proxy Statement and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained herein (or subsequently filed document which is also incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Proxy Statement, except as so modified or superseded.

33

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



3450


Attendance and Voting Procedures at the Annual Meeting

Appendix AIf you intend to vote in person, you may be asked to present valid photo identification, such as a driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Meeting. If you hold shares in “street name” (that is, through a bank, broker or other nominee) and would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of our Common Stock on March 7, 2014, the record date for voting. Alternatively, in order to vote, you may obtain a proxy from your bank, broker or other nominee and bring the proxy to the Meeting.

Kimco Realty Corporation
NYSE Categorical Standards

To be considered independent under theLocation of Annual Meeting – Grand Hyatt New York, Stock Exchange rules on corporate governance, the Board must determine that a director has no direct or indirect material relationship with Kimco Realty Corporation (the “Company”). The Board has established categorical standards set forth below to assist it in making this independence determinations and may make a general disclosure if a director meets these standards. Any determination of independence for a director who does not meet these standards will be specifically disclosed.109 E. 42nd Street, New York, NY 10017

Employment and Compensatory Relationships:

The following employment and compensatory relationships constitute material relationships between a director and the Company:
  • the director is employed by the Company, or an immediate family member of the director is employed by the Company as an executive officer, in each case within the last three years; and
  • the director or an immediate family member of the director has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees, pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than compensation received by an immediate family member for services as a non-executive officer.

Other employment, consulting and compensatory relationships are not material relationships.

Relationships with Auditor:

The following auditor and accounting relationships constitute material relationships between a director and the Company:
  • the director or an immediate family member of the director is a current partner of a firm that is the Company’s internal or external auditor;
  • the director is a current employee of a firm that is the Company’s internal or external auditor;
  • an immediate family member of the director is a current employee of a firm that is the Company’s internal or external auditor and such immediate family member participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; and
  • the director or an immediate family member of the director is, within the past three years (but is no longer), a partner or employee of a firm that is the Company’s internal or external auditor and personally worked on an audit of the Company during that time.

Other auditor and accounting relationships are not material relationships.

Other Board Relationships:

The following relationships constitute material relationships between a director and the Company:
  • the director or an immediate family member of a director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s executive officers at the same time serves or served on that company’s board of directors’ compensation committee.

Other board and committee relationships are not material. For example, if a director were employed in a non-executive capacity at a company on whose board one of the Company’s executives serves, this would not be considered a material relationship.

35

Commercial and Charitable Relationships:

The following commercial and charitable relationships constitute material relationships between a director and the Company:
  • the director is currently employed by (or an immediate family member of a director is currently employed as an executive officer by) a company (other than tax-exempt organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues for the fiscal year in which such payment is made;
  • any transaction between the Company and another entity with which a director or a director’s immediate family member is affiliated if (i) they occurred within the last three years and were inconsistent with other transactions in which the Company has engaged with third parties; (ii) they occurred within the last three years and the director is an employee or substantial owner of the other entity and such transactions represent more than five percent of the Company’s annual consolidated revenues; or (iii) they occurred within the last three years and the director’s immediate family member serves as an executive officer of the other entity and such transactions represented more than five percent of the Company’s annual consolidated gross revenues;
  • the director (or an immediate family member of a director) is an affiliate or executive officer of another company which is indebted to the Company, or to which the Company is indebted, where the amount of indebtedness to the other in any of the last three fiscal years is five percent or more of the total consolidated assets at the end of such fiscal year of the company he or she served as an affiliate or executive officer; and
  • the director is an executive officer of a tax-exempt organization (including, without limitation, an educational institution) where the Company’s (or its affiliated charitable foundation’s) annual charitable contributions to the tax-exempt organization in any single fiscal year within the preceding three years are two percent or more of that organization’s total annual charitable receipts for the fiscal year in which such contributions are made.

Other commercial relationships (including industrial, banking, accounting, consulting and legal relationships) and other charitable relationships are not material relationships.

Other Matters:

  • Direct or indirect ownership of even a significant amount of the Company stock by a director who otherwise does not have a material relationship with the Company as a result of the application of the foregoing standards will not, by itself, bar an independence finding as to such director.

For purposes of these categorical standards, (i) “immediate family member” includes a director’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who share such director’s home; provided that when applying the three year look-back provisions, those who are no longer immediate family members as a result of legal separation or divorce, or because they have died or become incapacitated need not be considered; and (ii) “affiliate” includes a general partner of a partnership, a managing member of a limited liability company or a greater than ten percent shareholder of a corporation.

36

Appendix B

APPENDIX B:

Proposed Revised Subsection A of
Article IV of the Company’s Charter

      A. The total number of shares of all classes of stock that the Corporation shall have authority to issue is one billion one hundred forty one million one hundred thousand (1,141,100,000) shares, consisting of seven hundred fifty million (750,000,000) shares of Common Stock, with a par value of $0.01 per share (the “Common Stock”), three hundred eighty two million five hundred thousand (382,500,000) shares of Excess Stock, with a par value of $0.01 per share (the “Excess Stock”), three million six hundred thousand (3,600,000) shares of Preferred Stock, with a par value of $1.00 per share (the “Preferred Stock”), three hundred forty-five thousand (345,000) shares of 7¾% Class A Cumulative Redeemable Preferred Stock, with a par value of $1.00 per share (“Class A Preferred Stock”), three hundred forty-five thousand (345,000) shares of Class A Excess Preferred Stock, with a par value of $1.00 per share (“Class A Excess Preferred Stock”), two hundred thirty thousand (230,000) shares of 8½% Class B Cumulative Redeemable preferred Stock, with a par value of $1.00 per share (“Class B Preferred Stock”), two hundred thirty thousand (230,000) shares of Class B Excess Preferred Stock, with a par value of $1.00 per share (“Class B Excess Preferred Stock”), four hundred sixty thousand (460,000) shares of 83/8% Class C Cumulative Redeemable Preferred Stock with a par value of $1.00 per share (“Class C Preferred Stock”), four hundred sixty thousand (460,000) shares of Class C Excess Preferred Stock, with a par value of $1.00 per share (“Class C Excess Preferred Stock”), seven hundred thousand (700,000) shares of 7½% Class D Cumulative Convertible Preferred Stock, with a par value of $1.00 per share (“Class D Preferred Stock”), seven hundred thousand (700,000) shares of Class D Excess Preferred Stock, with a par value of $1.00 per share (“Class D Excess Preferred Stock”), sixty-five thousand (65,000) shares Floating Rate Class E Cumulative Redeemable Preferred Stock, with a par value of $1.00 per share (“Class E Preferred Stock”), sixty-five thousand (65,000) shares of Class E Excess Preferred Stock, with a par value of $1.00 per share (“Class E Excess Preferred Stock”), seven hundred thousand (700,000) shares of 6.65% Class F Cumulative Redeemable Preferred Stock, with a par value of $1.00 per share (“Class F Redeemable Preferred Stock”) and seven hundred thousand (700,000) shares of Class F Excess Preferred Stock, with a par value of $1.00 per share (“Class F Excess Preferred Stock”). The aggregate par value of all authorized shares having a par value is nineteen million nine hundred twenty five thousand dollars ($19,925,000).

37

 
KIMCO REALTY CORPORATIONKIMCO REALTY CORPORATION
ANNUAL MEETING TO BE HELD ON 5/17/07 FOR HOLDERS AS OF 3/23/07 The Board Recommends
  ”  
DIRECTORS   FOR ALL

AGAINST
ALL		FOR ALL
EXCEPT		-->>TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL CANDIDATES WRITE THE NUMBER(S) OF THE NOMINEE(S) BELOW.
 

 
DIRECTORS RECOMMEND: A VOTEFOR ELECTION OF THE FOLLOWING NOMINEES------>>  1.  
01 - M. Kimmel
02 - M. Cooper
03 - R. Dooley
04 - M. Flynn
05 - J. Grills		06 - D. Henry
07 - F.P. Hughes
08 - F. Lourenso
09 - R. Saltzman
 The Board Recommends
 PROPOSAL(S) ”
FOR		AGAINSTABSTAIN

PLEASE INDICATE YOUR PROPOSAL SELECTION BY FIRMLY PLACING AN "X" IN THE APPROPRIATELY NUMBERED BOX WITH BLUE OR BLACK INK ONLY.

 

2 -

DIRECTORS RECOMMEND: A VOTEFOR A PROPOSAL TO AMEND THE CHARTER OF THE COMPANY TO (A) INCREASE THE NUMBER OF SHARES OF STOCK THAT THE COMPANY HAS THE AUTHORITY TO ISSUE TO AN AGGREGATE OF 1,141,100,000 SHARES, (B) INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE $0.01 PER SHARE, FROM 300,000,000 SHARES TO 750,000,000 SHARES AND (C) INCREASE THE NUMBER OF AUTHORIZED SHARES OF EXCESS STOCK OF THE COMPANY, PAR VALUE $0.01 PER SHARE, FROM 153,000,000 SHARES TO 382,500,000 SHARES;------>>  2.  
  The Board Recommends

3 -		DIRECTORS RECOMMEND: A VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   ”
FOR
AGAINST
ABSTAIN
------>>  3.  
   
 YESNO
4 -TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. PLEASE INDICATE IF YOU PLAN TO ATTEND THE MEETING.
  
 FOR ADDRESS CHANGES AND/OR COMMENTS, PLEASE CHECK THIS BOX AND WRITE THEM ON THE BACK WHERE INDICATED.
 

VOTE BY INTERNET -www. proxyvote.com
Use the Internet to transmit your voting instructions and or electronic delivery of information up until 11:59 P.M. Eastern Time on 5/16/07. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on 5/16/07. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Kimco Realty Corporation, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

ADMISSION TICKET
For security purposes, please bring this ticket and a valid picture identification with you if you are attending the meeting.

PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE: x

  









 
 Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the stockholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title. 
 Signature
 Date
 
 
 Signature (Joint Owners)
 Date
 
  
  
 








KIMCO REALTY CORPORATION

PROXY

This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned stockholder hereby appoints Milton Cooper, Michael J. Flynn and Bruce Kauderer, or any of them as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent the undersigned, and to vote all of the shares of Common Stock of Kimco Realty Corporation held of record by the undersigned at the close of business on March 23, 2007, at the Annual Meeting of Stockholders to be held on May 17, 2007, at 10 o'clock a.m. local time or any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of which are incorporated by reference into this Proxy.

     The Board of Directors recommends a vote (1)FOR all of the nominees for director, (2)FOR the recommendation by the Board of Directors to amend the charter of the Company to (a) increase the number of shares of stock that the Company has authority to issue to an aggregate of 1,141,100,000 shares, (b) increase the number of authorized shares of Common Stock of the Company, par value $0.01 per share, from 300,000,000 shares to 750,000,000 shares and (c) increase the number of authorized shares of Excess Stock of the Company, par value $0.01 per share, from 153,000,000 shares to 382,500,000 shares and a vote, (3)FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

     This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder and in the discretion of the Proxies upon such other business as may properly come before the meeting. If properly executed but no direction is made, this proxy will be votedFOR the election of all nominees for director,FOR the recommendation by the Board of Directors to amend the charter of the Company to (a) increase the number of shares of stock that the Company has authority to issue to an aggregate of 1,141,100,000 shares, (b) increase the number of authorized shares of Common Stock of the Company, par value $0.01 per share, from 300,000,000 shares to 750,000,000 shares and (c) increase the number of authorized shares of Excess Stock of the Company, par value $0.01 per share, from 153,000,000 shares to 382,500,000 shares, andFOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm and in the discretion of the Proxies upon such other business as may properly come before the Meeting. By executing this proxy, the undersigned hereby revokes all prior proxies.

Address Changes/Comments:
Kimco Realty Corporation 2014 Proxy Statement 51


 
   ANNEX A

We calculate funds from operations (“FFO”) (a non-GAAP financial measure within the meaning of the rules of the SEC) from net income available to the Company’s common stockholders, as shown on our Consolidated Statements of Operations, excluding (i) gains from sales of depreciated property, (ii) impairments of depreciable real estate and (iii) impairments of non-consolidated entities that are in-substance real estate investments, plus depreciation and amortization, after adjustments for unconsolidated partnerships and joint ventures and adjustments for unrealized remeasurement of derivative instruments. We present FFO as adjusted as an additional supplemental measure as we believe it is more reflective of the Company’s core operating performance. We believe FFO as adjusted provides investors and analysts an additional measure in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We calculate FFO, as adjusted, (a non-GAAP financial measure within the meaning of the rules of the SEC) starting with the calculation of FFO as described in the previous sentence and excluding the effects of certain transactional income and expenses and non-operating impairments. We believe that FFO and FFO, as adjusted, are important metrics in determining the success of our business as a real estate owner and operator. See the reconciliations to the applicable GAAP measure below.

Reconciliation of Net Income to FFO and FFO, as adjusted
(in thousands, except per share data) (unaudited)

Year Ended December 31,
20132012
  Net income available to common stockholders  $177,987      $172,673    
Gain on disposition of operating property, net of noncontrolling interests(45,330)(84,828)
Gain on disposition of joint venture operating properties(113,937)(27,927)
Depreciation and amortization – real estate related250,253257,278
 Depr. and amort. – real estate jv’s, net of noncontrolling interests117,743133,734
Impairments of operating properties, net of tax & noncontrolling interests165,82559,510
Funds from operations552,541510,440
Transactional (income) / charges, net(8,831)3,761
Funds from operations as adjusted$543,710$514,201
Weighted average shares outstanding for FFO calculations:
Basic407,631405,997
     Units1,5231,455
     Dilutive effect of equity awards2,5412,106
Diluted411,695(1)409,558(1)
 
FFO per common share – basic$1.36$1.26
FFO per common share – diluted$1.35$1.25
FFO, as adjusted per common share – diluted$1.33(1)$1.26(1)

(1)Reflects the potential impact if certain units were converted to Common Stock at the beginning of the period. FFO would be increased by $2,516 and $2,127 for the years ended December 31, 2013 and 2012, respectively.

52


We calculate EBITDA (a non-GAAP financial measure within the meaning of the rules of the SEC) which is defined as earnings before (i) interest, (ii) taxes, (iii) gains from sales of depreciated property, (iv) impairments of depreciable real estate, (v) impairments of non-consolidated entities that are in-substance real estate investments, (vi) remeasurement adjustment of derivative instruments and (vii) depreciation and amortization. EBITDA as adjusted excludes the effects of non-operating transactional income and expenses. We calculate Retail EBITDA, as adjusted, (a non-GAAP financial measure within the meaning of the rules of the SEC) starting with EBITDA as described in the previous sentence and excluding the effects of non-operating impairments, certain transactional income and expenses and non-retail EBITDA. We believe that EBITDA, EBITDA, as adjusted and Retail EBITDA, as adjusted, are important metrics in determining the success of our business as a real estate owner and operator. See the reconciliations to the applicable GAAP measure below.

Reconciliation of Net Income to EBITDA, EBITDA as adjusted and Retail EBITDA, as adjusted
(in thousands) (unaudited)

Year Ended December 31,
20132012
  Net Income  $241,353    $280,275  
  Interest213,911225,710
  Interest - discontinued operations(300)2,882
  Depreciation and amortization247,537236,923
  Depreciation and amortization- discontinued operations10,31725,820
  Gain on sale of operating properties(45,693)(87,023)
  Gain on sale of joint venture operating properties(148,564)(27,805)
  Impairment/loss on operating properties held for sale/sold98,81449,726
  Impairment charges91,40410,287
  Impairment of joint venture property carrying values29,46411,028
  Provision for income taxes, net34,87117,315
  Provision/(benefit) for income taxes-discontinued operations, net(15,148)(12,208)
  Consolidated EBITDA757,966732,930
  Transactional income, net(24,527)(18,376)
  Consolidated EBITDA as adjusted$733,439$714,554
 
  Consolidated EBITDA $757,966   $732,930  
  Prorata share of interest expense - real estate jv’s114,147135,749
  Prorata share of interest expense - other investments  11,090    25,152  
  Prorata share of depreciation and amortization - real estate jv’s110,088112,762
  Prorata share of depreciation and amortization - other investments  11,006    21,903  
  EBITDA including prorata share - JV’s1,004,2971,028,496
  Transactional income, net  (24,527)   (18,376) 
  EBITDA as adjusted including prorata share - JV’s979,7701,010,120
  Less: Non-retail EBITDA  32,506    64,162  
  Retail EBITDA, as adjusted including prorata share - JV's$947,264$945,958

       
Kimco Realty Corporation 2014 Proxy Statement 53


 
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK ROAD
STE 100
NEW HYDE PARK, NY 11042

AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time ON 5/5/2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time ON 5/5/2014. Have your proxy card in hand when you call and then follow the instructions.

AUTHORIZE YOUR PROXY BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.









TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M68172-P50033KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

KIMCO REALTY CORPORATIONFor
All		    Withhold
All		         For All
Except		       To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.   
The Board of Directors recommends a vote "FOR" all of
the following nominees:		         
DIRECTORSooo
 
1-THE BOARD OF DIRECTORS RECOMMENDS: A VOTEFOR
ELECTION OF THE FOLLOWING NOMINEES:		 
         
      01)    M. Cooper             04)    J. Grills07)  F. Lourenso
02)P. Coviello05)D. Henry08)C. Nicholas
03)R. Dooley06)F. P. Hughes             09)R. Saltzman

The Board of Directors recommends
ê
The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain
2 - THE BOARD OF DIRECTORS RECOMMENDS: A VOTEFORTHE APPROVAL OF AN AMENDMENT TO THE COMPANY'S CHARTER TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.ooo
    
3-THE BOARD OF DIRECTORS RECOMMENDS: A VOTEFORTHE ADVISORY RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.ooo
4-THE BOARD OF DIRECTORS RECOMMENDS: A VOTEFORRATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.ooo
5-TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF IN THE DISCRETION OF THE PROXY HOLDER.
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
YesNo
Please indicate if you plan to attend this meeting.oo

Please sign exactly as your name(s) appear(s) hereon and date. When signing as attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please give full title as such. Joint owners should each sign personally. All holders must sign.

Signature [PLEASE SIGN WITHIN BOX]        DateSignature (Joint Owners)                 Date


ADMISSION TICKET

For security purposes, please bring this ticket and valid picture identification with you if you are attending the meeting.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
M68173-P50033

KIMCO REALTY CORPORATION
PROXY
This Proxy is Solicited on Behalf of the Board of Directors of
Kimco Realty Corporation

The undersigned stockholder of Kimco Realty Corporation, a Maryland corporation (the "Company"), hereby appoints Milton Cooper and Bruce Rubenstein, or either of them, as Proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent the undersigned with all powers possessed by the undersigned if personally present at the meeting, and to vote all of the shares of common stock of the Company held of record by the undersigned at the close of business on March 7, 2014, at the Annual Meeting of Stockholders to be held on May 6, 2014, at 10:00 a.m., local time, or any postponement(s) or adjournment(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of each of which are incorporated by reference into this Proxy, and revokes any proxy heretofore given with respect to such meeting.

The undersigned also provides directions to T. Rowe Price Trust Company, Trustee to vote shares of common stock of the Company, allocated respectively, to accounts of the undersigned under The Kimco Realty Corporation 401(k) Plan and which are entitled to be voted at the aforesaid Annual Meeting or any adjournment thereof, as specified on the reverse side of this proxy card.

The Board of Directors of the Company recommends that stockholders vote FOR the election of the Board of Director nominees named in the Proxy Statement, FOR the approval of an amendment to the Company's charter to eliminate supermajority voting requirements, FOR the advisory resolution to approve the Company's executive compensation and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If properly executed, but no direction is made, this proxy will be voted FOR each nominee and FOR proposals 2, 3 and 4. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the meeting or any postponement(s) or adjournment(s) thereof.

Continued and to be signed on reverse side