Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 5, 2015, the Executive Compensation Committee of the Board of Directors
(the "Committee") of Kimco Realty Corporation (the "Company") approved an
increase in the annual compensation payable to Conor C. Flynn, the Company's
President and Chief Operating Officer.
Effective May 5, 2015, Mr. Flynn's prospective annual base salary increased from
$700,000 to $850,000. He will also be eligible to receive a target cash bonus
in the annualized amount of $875,000 based on an evaluation of both the
Company's performance and Mr. Flynn's individual performance, as determined and
approved by the Committee.
Effective May 14, 2015, Mr. Flynn will receive long-term incentive equity grants
of 1,050 shares of restricted stock vesting over four years, 25% on each
anniversary of the award date, and 4,230 performance shares, vesting upon the
Committee's determination that performance criteria have been met.
Effective January 1, 2016, upon Mr. Flynn's appointment as Chief Executive
Officer, the Committee approved an award to be made to Mr. Flynn of retention
grants of 100,000 shares of restricted stock vesting over five years, 20% on
each anniversary of January 1, 2016, and of 100,000 shares of restricted stock,
cliff vesting in five years, 100% on January 1, 2021.
Each of these grants to Mr. Flynn of restricted stock and performance shares are
subject to the terms and conditions of the Company's 2010 Equity Participation
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's annual meeting of stockholders was held on May 5, 2015. The
Company previously filed with the Securities and Exchange Commission the 2015
proxy statement and related materials pertaining to this meeting. On the record
date of March 16, 2015, there were 412,622,136 shares of the Company's common
stock, par value $0.01 per share ("Common Stock") outstanding and eligible to
Proposal 1: Election of Directors
Elected the following eight nominees to the Board of Directors to serve as
directors until the next annual meeting of stockholders and until their
respective successors are elected and qualify.
Nominee Votes For Votes Withheld Broker Non-Votes
Milton Cooper 345,134,908 7,197,271 22,238,965
Philip E. Coviello 347,391,569 4,940,610 22,238,965
Richard G. Dooley 288,735,139 63,597,040 22,238,965
Joe Grills 334,438,330 17,893,849 22,238,965
David B. Henry 347,626,131 4,706,048 22,238,965
Frank Lourenso 334,445,560 17,886,619 22,238,965
Colombe M. Nicholas 347,415,020 4,917,159 22,238,965
Richard B. Saltzman 344,615,088 7,717,091 22,238,965
Proposal 2: Advisory Resolution to Approve the Compensation of our Named
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 our 2015 proxy statement. There were 347,090,325
votes for the proposal; 4,522,869 votes against the proposal; 718,985
abstentions; and 22,238,965 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,
2015. There were 372,681,143 votes for the appointment; 1,340,241 votes against
the appointment; 549,760 abstentions; and no broker non-votes.
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