Our primary business objective is to be the premier owner and
operator of open-air, grocery-anchored shopping centers, including mixed-use assets, in the U.S. We believe we can achieve this objective by:
|
•
|
increasing the value of our existing portfolio of properties and generating higher levels of portfolio growth;
|
|
•
|
increasing cash flows for reinvestment and/or for distribution to stockholders while maintaining conservative payout ratios;
|
|
•
|
improving debt metrics and obtaining upgraded unsecured debt ratings;
|
|
•
|
continuing growth in desirable demographic areas with successful retailers, primarily focused on grocery anchors; and
|
|
•
|
increasing the number of entitlements for residential use.
|
The Company is a Maryland corporation organized to qualify as a REIT
under the Internal Revenue Code of 1986, as amended (the “Code”). We generally conduct substantially all of our operations through Kimco Realty OP, LLC, a Delaware limited liability company (“Kimco OP”) (either directly or
indirectly through its subsidiaries). This structure is commonly referred to as an umbrella partnership real estate investment trust (an “UPREIT”).
Our executive offices are located at 500 North Broadway, Suite 201,
Jericho, New York 11753, and our telephone number is (516) 869-9000.
|
|
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities and the Common
Stock.
|
Arrangements Concerning the Securities
As of the date hereof, there were outstanding 1,848,459 Securities.
The Company does not, and does not believe after reasonable inquiry
that any of its executive officers and directors or any associates or majority-owned subsidiaries of the Company, beneficially owns any of the Securities.
Based on the Company’s records and on information provided to it by
its executive officers, directors, affiliates and subsidiaries, neither the Company nor any of its affiliates or subsidiaries nor, to its knowledge after reasonable inquiry, any of the Company’s or its subsidiaries’ directors or executive
officers, nor any associates or subsidiaries of any of the foregoing, have effected any transactions involving the Securities during the sixty days prior to , 2024.
The Company entered into a Deposit Agreement, dated January 2, 2024
(the “Deposit Agreement”), among the Company, Equiniti Trust Company, LLC, as depositary, registrar and transfer agent, governing the terms of the Securities. The terms of the 7.25% Cumulative Preferred Stock, Series N, stated value
$50,000 per share, of the Company underlying the Securities are governed by the Charter.
Except as otherwise described in this Offer to Purchase and Consent
Solicitation, neither the Company nor, to its knowledge after reasonable inquiry, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating,
directly or indirectly, to the Offer and Consent Solicitation or with respect to any of the Securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of securities,
joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.
Arrangements Concerning the Common Stock
In May 2020, the Company’s stockholders approved the 2020 Equity
Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10.0 million shares of Common Stock to
be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, long term incentive plan units, stock payments and deferred stock awards to eligible
employees, consultants, and directors. At June 30, 2024, the Company had 3.0 million shares of Common Stock available for issuance under the 2020 Plan.
The Company accounts for equity awards in accordance with FASB’s
Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options,
