As filed with the Securities and Exchange Commission on February 21, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KIMCO REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
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13-2744380
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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500 N. Broadway
Suite 201
Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
KIMCO REALTY CORPORATION 2025 EQUITY PARTICIPATION PLAN
(Full title of the plan)
Bruce M. Rubenstein
Executive Vice President, General Counsel and Secretary
Kimco Realty Corporation
500 N. Broadway
Suite 201
Jericho, New York 11753
(516) 869-9000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
Joel H. Trotter
Julia A. Thompson
Latham & Watkins LLP
555 Eleventh Street N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On February 20, 2025, the Board of Directors of Kimco Realty Corporation (the “Company”) approved the Kimco Realty Corporation 2025 Equity Participation Plan (the “Plan”), subject to the approval of the Company’s stockholders at the Company’s 2025
Annual Meeting of Stockholders. This Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register the 17,500,000 shares of common stock, $0.01 par value per share (“Common Stock”), of the Company, that may be
offered or sold to participants under the Plan, subject to stockholder approval.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. |
Plan Information.
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Not required to be filed with this Registration Statement.
Item 2. |
Registrant Information and Employee Plan Annual Information.
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Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference.
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The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:
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the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 21, 2025;
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the Company’s Current Report on Form 8-K, filed with the Commiss ion on January 21, 2025; and
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the description of the Common Stock contained in Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2024, filed with the Commission on February 21, 2025, including any subsequently filed amendments and reports updating such description.
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All documents that the Company subsequently files pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof (excluding any documents or portions of such
documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment to the Registration Statement that indicates that all of the
securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. |
Description of Securities.
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Not required to be filed with this Registration Statement.
Item 5. |
Interests of Named Experts and Counsel.
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Not applicable.
Item 6. |
Indemnification of Directors and Officers.
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The Maryland General Corporation Law requires a corporation (unless its charter provides otherwise, which the Company’s charter does not) to indemnify a director or officer who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his service in that capacity. The Maryland General Corporation Law permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made or threatened to be made a party or
witness by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith; or (ii) was
the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification, and then only for expenses.
In addition, the Maryland General Corporation Law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of: (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and (b) a written undertaking by the director or officer or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that he or she did not meet the standard of conduct.
The Company’s charter authorizes it, and the Company’s bylaws obligate it, to the maximum extent permitted by Maryland law and without requiring a preliminary determination as to entitlement, to
indemnify any present or former director or officer of the Company or any individual who, while a director or officer of the Company and at the Company’s request, serves or has served another corporation, real estate investment trust, limited
liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, member, manager, partner or trustee and who is made or threatened to be made a party to the proceeding by reason of his or her
service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in that capacity, and to pay or reimburse his or her reasonable expenses
in advance of final disposition of a proceeding.
The Company’s charter and bylaws also permit the Company, with the approval of the Company’s Board of Directors, to indemnify and advance expenses to any person who served a predecessor of the Company in any of the capacities described above and
to any of the Company’s or predecessors’ employees or agents.
Item 7. |
Exemption from Registration Claimed.
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Not applicable.
Exhibit
Number
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Description
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Articles of Merger (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed on January 3, 2023 (File No. 1-10899)).
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Articles of Amendment and Restatement of Kimco Realty Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 3, 2023 (File No. 1-10899)).
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Articles of Amendment of Kimco Realty Corporation, dated as of May 8, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed on August 2, 2024 (File
No. 1-10899)).
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Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 8-A12B filed on December 29, 2023 (File No.
1-10899)).
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Certificate of Correction to Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K for the year ended December
31, 2023, filed on February 26, 2024 (File No. 1-10899)).
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Amended and Restated Bylaws of Kimco Realty Corporation, dated July 27, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed on July 28, 2023
(File No. 1-10899)).
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Certificate of Formation of Kimco Realty OP, LLC (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K filed on January 3, 2023 (File No. 1-10899)).
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Amended and Restated Limited Liability Company Agreement of Kimco Realty OP, LLC, dated as of January 2, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 2, 2024 (File No.
1-10899)).
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Opinion of Venable LLP.
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Consent of PricewaterhouseCoopers LLP.
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Consent of Venable LLP (included in Exhibit 5.1).
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Power of Attorney (included on the signature page of this Registration Statement).
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Filing Fee Table
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*Filed herewith
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jericho, State of New York, on the 21st day of February, 2025.
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KIMCO REALTY CORPORATION
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By: /s/ Glenn G. Cohen
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Name: Glenn G. Cohen
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Title: Executive Vice President - Chief Financial Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Conor C. Flynn, Glenn G. Cohen and Bruce Rubenstein and each of them, his or her
attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/Milton Cooper
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Executive Chairman
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February 21, 2025
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Milton Cooper
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/s/ Conor C. Flynn
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Chief Executive Officer and Director
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February 21, 2025
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Conor C. Flynn
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/s/ Ross Cooper
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President, Chief Investment Officer and Director
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February 21, 2025
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Ross Cooper
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/s/ Philip Coviello
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Director
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February 21, 2025
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Philip Coviello
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/s/ Nancy Lashine
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Director
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February 21, 2025
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Nancy Lashine
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/s/ Frank Lourenso
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Director
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February 21, 2025
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Frank Lourenso
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/s/ Henry Moniz
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Director
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February 21, 2025
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Henry Moniz
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/s/ Mary Hogan Preusse
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Director
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February 21, 2025
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Mary Hogan Preusse
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/s/ Valerie Richardson
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Director
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February 21, 2025
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Valerie Richardson
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/s/ Richard Saltzman
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Director
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February 21, 2025
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Richard Saltzman
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/s/ Glenn G. Cohen
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Executive Vice President -
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February 21, 2025
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Glenn G. Cohen
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Chief Financial Officer
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/s/ Paul Westbrook
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Vice President -
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February 21, 2025
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Paul Westbrook
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Chief Accounting Officer
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Exhibit 5.1
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750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202
T 410.244.7400 F 410.244.7742 www.Venable.com
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Kimco Realty Corporation
500 N. Broadway, Suite 201
Jericho, New York 11753
Re: Kimco Realty Corporation – Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Kimco Realty Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of
up to 17,500,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company issuable pursuant to the Kimco Realty Corporation 2025 Equity Participation Plan (the “Plan”). The Shares are covered by the
above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction,
of the following documents (collectively, the “Documents”):
1. The Registration Statement, substantially in the form in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. Resolutions (the “Resolutions”) adopted by the board of directors of the Company (the “Board of Directors”) relating to (i) the approval of the Plan, subject to Stockholder Approval (as
defined below) and (ii) the registration and issuance of the Shares, certified as of the date hereof by an officer of the Company;
5. The Plan;
6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth herein, subject to the assumptions, limitations and qualifications stated
herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the
obligations of such party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion
from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then
authorized to issue under the Charter.
6. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article IV of the Charter.
7. Each award that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in connection with the Plan, and any Share
issued pursuant to any such Award will be issued in accordance with the terms of the Plan and such Award, including any agreement entered into in connection therewith.
8. The Plan will be approved by the affirmative vote of a majority of the votes cast on the proposal to approve the Plan to be submitted to the holders of Common Stock for approval at the 2025
Annual Meeting of Stockholders of the Company (the “Stockholder Approval”). No Awards will be granted or issued prior to receipt of the Stockholder Approval.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered in accordance with the Resolutions, the Plan, any
applicable Award and any other resolutions adopted by the Board of Directors or a duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other jurisdiction. We express no opinion as to
applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed
herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement
this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
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Very truly yours,
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/s/ Venable LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Kimco Realty Corporation of our report dated February 21, 2025 relating to the financial statements, financial
statement schedules and the effectiveness of internal control over financial reporting, which appears in Kimco Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 21, 2025
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
KIMCO REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Table 1 - Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price per Unit (2) | Maximum Aggregate Offering Price | Fee Rate | Amount Registration Fee |
Equity | Common Stock, par value $0.01 per share | Other | 17,500,000 | $21.63 | $378,525,000.00 | 0.00015310 | $57,952.18 |
Total Offering Amounts | | $378,525,000.00 | | $57,952.18 |
Total Fee Offsets | | | | — |
Net Fee Due | | | | $57,952.18 |
(1) | The Kimco Realty Corporation 2025 Equity Participation Plan (the “Plan”) authorizes the issuance of 17,500,000 shares of Kimco Realty Corporation’s (the “Company”) common stock, $0.01 par value per share (“Common Stock”). In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, or similar transaction. The Plan was approved by the Board of Directors of the Company and is subject to stockholder approval at the Company’s 2025 Annual Meeting of Stockholders. If stockholder approval of the Plan is not obtained, these shares will not be available for issuance under the Plan. |
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(2) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based upon the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on February 18, 2025. |
0000879101
EX-FILING FEES
S-8
0000879101
2025-02-21
2025-02-21
0000879101
1
2025-02-21
2025-02-21
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Feb. 21, 2025
USD ($)
shares
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Offering: |
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Fee Previously Paid |
false
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Other Rule |
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Security Type |
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Security Class Title |
Common Stock, par value $0.01 per share
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Amount Registered | shares |
17,500,000
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Proposed Maximum Offering Price per Unit | shares |
21.63
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Maximum Aggregate Offering Price | $ |
$ 378,525,000
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Fee Rate |
0.01531%
|
Amount of Registration Fee | $ |
$ 57,952.18
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Offering Note |
(1) | The Kimco Realty Corporation 2025 Equity Participation Plan (the “Plan”) authorizes the issuance of 17,500,000 shares of Kimco Realty Corporation’s (the “Company”) common stock, $0.01 par value per share (“Common Stock”). In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, or similar transaction. The Plan was approved by the Board of Directors of the Company and is subject to stockholder approval at the Company’s 2025 Annual Meeting of Stockholders. If stockholder approval of the Plan is not obtained, these shares will not be available for issuance under the Plan. | | | (2) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based upon the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on February 18, 2025. |
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Kimco Realty (NYSE:KIM-M)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Kimco Realty (NYSE:KIM-M)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025