KIMCO REALTY REIT CORP (KIM)
Sector: Real Estate
2026 Annual Meeting Analysis
KIMCO REALTY REIT CORP · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify
Ross Cooper joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; he brings deep company-specific real estate and investment expertise as President and Chief Investment Officer.
Coviello has served since 2008 and KIM's 3-year total shareholder return of +35.4% outperforms the peer group median by only -7.9 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns; no overboarding, attendance, or independence concerns.
Flynn has served as CEO and director since 2016; KIM's 3-year total shareholder return substantially exceeds the ^FNER benchmark (+23.5pp) and falls only 7.9pp below the named peer group median, far short of the 65pp threshold required to trigger an against vote given KIM's strong positive absolute returns; no overboarding or attendance concerns.
Jamieson joined the board in January 2026 and is exempt from the TSR trigger under the 24-month new-director exemption; he brings extensive operational expertise as the company's Chief Operating Officer.
Lashine joined the board in January 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; she brings over 35 years of real estate investment and capital markets experience.
Moniz has served since 2021 and KIM's 3-year total shareholder return falls only 7.9pp below the named peer group median, well below the 65pp threshold required for a company with strong positive absolute returns; attendance was 100% and he brings valuable compliance and risk oversight expertise.
Preusse has served since 2017 and the 3-year relative underperformance versus the peer group (-7.9pp) is far below the 65pp threshold required to trigger an against vote given KIM's strong positive absolute returns; she brings deep REIT industry expertise and serves on multiple REIT boards.
Richardson has served since 2018 and KIM's 3-year performance does not come close to the 65pp peer underperformance threshold required for a company with strong positive absolute returns; she brings extensive retail real estate industry expertise as chair of the compensation committee.
Saltzman has served since 2003 and KIM's 3-year total shareholder return falls only 7.9pp below the named peer group median, far below the 65pp threshold required to trigger an against vote given KIM's strong positive absolute 3-year returns; he has extensive REIT capital markets expertise and serves as independent chairman.
All nine director nominees receive a FOR vote. KIM's 3-year total shareholder return of +35.4% is strong in absolute terms, and the company's underperformance versus its named compensation peer group is only -7.9 percentage points, far below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns (above +20%). Against the ^FNER benchmark, KIM outperforms by +23.5 percentage points. Three directors (Ross Cooper, Jamieson, Lashine) are exempt from the TSR trigger as they joined within the past 24 months. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Conor C. Flynn
Total Comp
$11,581,750
Prior Support
≥95%%
CEO Conor Flynn's total compensation of $11.6 million is within a reasonable range for the chief executive of a $15.4 billion market cap retail REIT that delivered strong operating results in 2025, including 6.7% funds from operations growth per share and record occupancy levels. The pay structure is well-designed: approximately 67% of the annual equity award is performance-based (tied to 3-year relative total shareholder return versus shopping center REIT peers), and the 2023 performance stock awards were forfeited entirely because the company ranked in only the 11th percentile of its peer group for that period — demonstrating that the at-risk pay actually works as intended. The company has received at least 95% shareholder support on Say-on-Pay every year since 2021, reflecting strong and consistent investor confidence in the compensation program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a company of KIM's size and complexity. The proxy filing does not include a fee table with audit and non-audit fee breakdowns in the provided text, so the non-audit fee ratio trigger cannot be evaluated; absent confirmed data showing a ratio above 50% or auditor tenure of 25 or more years, the default vote is FOR. No material financial restatements were identified.
Overall Assessment
The 2026 Kimco Realty annual meeting ballot contains three standard proposals: director elections, Say-on-Pay, and auditor ratification. All proposals receive a FOR vote determination — KIM's strong stock performance (3-year return of +35.4%, outperforming the ^FNER benchmark by +23.5 percentage points) means no director TSR triggers fire, the compensation program is well-structured with genuine performance accountability demonstrated by the forfeiture of 2023 performance awards, and PricewaterhouseCoopers LLP is an appropriate Big 4 auditor for a company of KIM's scale. No stockholder proposals appear on this ballot.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing