Form 8-K - Current report

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) May 7, 2024

 

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

(Exact Name of registrant as specified in its charter)

 

Maryland (Kimco Realty Corporation)	1-10899	13-2744380
Delaware (Kimco Realty OP, LLC)	333-269102-01	92-1489725
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

500 N. Broadway

Suite 201

Jericho, NY 11753

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Kimco Realty Corporation

Title of each class	Trading Symbol(s)	Name of each exchange on
		which registered
Common Stock, par value $.01 per share.	KIM	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	KIMprL	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	KIMprM	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 7.250% Class N Cumulative Convertible Perpetual Preferred Stock, $1.00 par value per share.	KIMprN	New York Stock Exchange

 

Kimco Realty OP, LLC

Title of each class	Trading Symbol(s)	Name of each exchange on
		which registered
None	N/A	N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
Kimco Realty Corporation Yes  ☐  No  ☒	Kimco Realty OP, LLC  Yes  ☐  No  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Kimco Realty Corporation   ☐

Kimco Realty OP, LLC   ☐

                    

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Item 5.07.   Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of Kimco Realty Corporation, a Maryland corporation (the “Company”), was held on May 7, 2024. The Company previously filed with the Securities and Exchange Commission the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) and related materials pertaining to this meeting. On the record date of March 12, 2024, there were 674,132,859 shares of common stock, par value $.01 per share, outstanding and eligible to vote.

 

Proposal 1: Election of Directors

 

Elected the following eight nominees to the Board of Directors (the “Board”) of the Company to serve as directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.

 

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Milton Cooper		560,344,711		18,465,823		276,054		39,406,468
Philip E. Coviello		544,358,619		34,357,008		370,961		39,406,468
Conor C. Flynn		572,621,318		6,206,812		258,458		39,406,468
Frank Lourenso		512,224,919		66,595,804		265,865		39,406,468
Henry Moniz		550,513,361		28,314,410		258,817		39,406,468
Mary Hogan Preusse		447,650,482		131,186,760		249,346		39,406,468
Valerie Richardson		548,408,435		30,430,240		247,913		39,406,468
Richard B. Saltzman		507,000,667		71,826,104		259,817		39,406,468

 

Proposal 2: Advisory Resolution to Approve the Company’s Executive Compensation

 

Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the Proxy Statement. There were 554,627,280 votes for the proposal; 23,855,548 votes against the proposal; 603,760 abstentions; and 39,406,468 broker non-votes.

 

 

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

 

Approved the amendment to the Company’s charter to increase the number of authorized shares of stock as described in the Proxy Statement. There were 542,362,977 votes for the proposal; 36,344,661 votes against the proposal; 378,950 abstentions; and 39,406,468 broker non-votes.

 

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

 

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024. There were 576,497,117 votes for the proposal; 41,737,490 votes against the proposal; 258,449 abstentions; and no broker non-votes.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2024
	KIMCO REALTY CORPORATION
	By:	/s/ Glenn G. Cohen
		Name:	Glenn G. Cohen
		Title:	Chief Financial Officer

 

 

	KIMCO REALTY OP, LLC
	By:	KIMCO REALTY CORPORATION, Managing Member
	By:	/s/ Glenn G. Cohen
		Name:	Glenn G. Cohen
		Title:	Chief Financial Officer

 

 

Document And Entity Information	May 07, 2024
Document Information [Line Items]
Entity, Registrant Name	KIMCO REALTY CORPORATION
Document, Type	8-K
Document, Period End Date	May 07, 2024
Entity, Incorporation, State or Country Code	MD
Entity, File Number	1-10899
Entity, Tax Identification Number	13-2744380
Entity, Address, Address Line One	500 N. Broadway
Entity, Address, Address Line Two	Suite 201
Entity, Address, City or Town	Jericho
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11753
City Area Code	516
Local Phone Number	869-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000879101
CommonStockParValue01PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share.
Trading Symbol	KIM
Security Exchange Name	NYSE
DepositarySharesEachRepresentingOnethousandthOfAShareOf5125ClassLCumulativeRedeemablePreferredStock100ParValuePerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock
Trading Symbol	KIMprL
Security Exchange Name	NYSE
DepositarySharesEachRepresentingOnethousandthOfAShareOf5250ClassMCumulativeRedeemablePreferredStock100ParValuePerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock
Trading Symbol	KIMprM
Security Exchange Name	NYSE
DepositarySharesEachRepresentingOnethousandthOfAShareOf7250ClassNCumulativeConvertiblePerpetualPreferredStock100ParValuePerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing one-thousandth of a share of 7.250% Class N Cumulative Convertible Perpetual Preferred Stock
Trading Symbol	KIMprN
Security Exchange Name	NYSE
KimcoRealtyOpLlc Custom [Member]
Document Information [Line Items]
Entity, Registrant Name	KIMCO REALTY OP, LLC

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