Shareholders back Kimco Realty (KIM) board, pay plan and PwC as auditor

Rhea-AI Filing Summary

Kimco Realty Corporation held its Annual Meeting of Stockholders on May 21, 2026, with 674,403,212 common shares eligible to vote as of March 23, 2026. Stockholders elected nine directors, including Ross Cooper, Conor C. Flynn and others, each to serve until the next annual meeting and until their successors are elected and qualified.

Stockholders also approved, on an advisory basis, the Company’s executive compensation, with 550,670,580 votes in favor and 42,994,162 against, plus broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ended December 31, 2026, with 583,119,797 votes in favor.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 674,403,212 shares Say-on-pay votes for: 550,670,580 votes Say-on-pay votes against: 42,994,162 votes +4 more

7 metrics

Shares eligible to vote 674,403,212 shares Common stock outstanding and eligible to vote as of March 23, 2026

Say-on-pay votes for 550,670,580 votes Advisory approval of executive compensation

Say-on-pay votes against 42,994,162 votes Advisory approval of executive compensation

Auditor ratification votes for 583,119,797 votes Ratification of PricewaterhouseCoopers LLP for year ended December 31, 2026

Auditor ratification votes against 46,578,082 votes Ratification of PricewaterhouseCoopers LLP for year ended December 31, 2026

Votes for director Conor C. Flynn 590,635,746 votes Election to board of directors

Votes for director Ross Cooper 586,299,291 votes Election to board of directors

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, named executive officers

4 terms

broker non-votes financial

"There were 550,670,580 votes for the proposal; 42,994,162 votes against the proposal; 1,221,951 abstentions; and 35,012,678 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis..."

independent registered public accounting firm financial

"Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis..."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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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 21, 2026

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: (516) 869-9000

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   ☐

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

The Annual Meeting of Stockholders (the “Annual Meeting”) of Kimco Realty Corporation, a Maryland corporation (the “Company”), was held on May 21, 2026. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A on April 8, 2026 (the “Proxy Statement”) and related materials pertaining to the Annual Meeting. On the record date of March 23, 2026, there were 674,403,212 shares of the Company’s common stock, par value $0.01 per share, outstanding and eligible to vote.

Proposal 1: Election of Directors

Elected the following nine nominees to the Board of Directors 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
Ross Cooper		586,299,291		8,418,432		168,970		35,012,678
Philip E. Coviello		573,432,294		21,274,198		180,201		35,012,678
Conor C. Flynn		590,635,746		4,071,900		179,047		35,012,678
David Jamieson		586,288,381		8,419,346		178,966		35,012,678
Nancy Lashine		569,557,063		25,156,652		172,978		35,012,678
Henry Moniz		584,157,419		8,837,045		1,892,229		35,012,678
Mary Hogan Preusse		485,872,806		108,838,371		175,516		35,012,678
Valerie Richardson		554,497,040		38,512,465		1,877,188		35,012,678
Richard B. Saltzman		542,405,879		52,292,986		187,828		35,012,678

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 550,670,580 votes for the proposal; 42,994,162 votes against the proposal; 1,221,951 abstentions; and 35,012,678 broker non-votes.

Proposal 3: 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, 2026. There were 583,119,797 votes for the proposal; 46,578,082 votes against the proposal; 201,492 abstentions; and no broker non-votes.

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.

	KIMCO REALTY CORPORATION
Date: May 22, 2026	By:	/s/ Glenn G. Cohen
		Name: Glenn G. Cohen
		Title:  Chief Financial Officer
	KIMCO REALTY OP, LLC
	By: KIMCO REALTY
	CORPORATION, its Managing Member
Date: May 22, 2026	By:	/s/ Glenn G. Cohen
		Name: Glenn G. Cohen
		Title:   Chief Financial Officer

FAQ

What did Kimco Realty (KIM) shareholders decide at the 2026 annual meeting?

Shareholders re-elected nine directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026, based on the vote results disclosed for each proposal.

How many Kimco Realty (KIM) shares were eligible to vote at the 2026 annual meeting?

A total of 674,403,212 shares of Kimco Realty common stock were outstanding and eligible to vote as of the March 23, 2026 record date, setting the base for all voting tallies at the meeting.

Were Kimco Realty’s executive pay packages approved by shareholders in 2026?

Yes. The advisory resolution on executive compensation received 550,670,580 votes for, 42,994,162 against, and 1,221,951 abstentions, along with 35,012,678 broker non-votes, indicating shareholder support for the disclosed pay program.

Who is Kimco Realty’s independent auditor for the year ended December 31, 2026?

PricewaterhouseCoopers LLP was ratified as Kimco Realty’s independent registered public accounting firm for the year ended December 31, 2026, with 583,119,797 votes for, 46,578,082 against, and 201,492 abstentions, and no broker non-votes reported.

How did Kimco Realty (KIM) shareholders vote on director elections in 2026?

Shareholders elected nine nominees to the board. For example, Conor C. Flynn received 590,635,746 votes for and 4,071,900 against, with 179,047 abstentions and 35,012,678 broker non-votes, and other nominees recorded similarly detailed vote totals.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 32.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 23.1 KB