UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission File Number) | (IRS Employer |
(Address of principal executive offices) (Zip Code)
Registrants’ telephone
number, including area code: (
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 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:
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 | ||
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).
Kimco Realty Corporation Yes
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 o Kimco Realty OP, LLC o
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 31, 2023, the Board of Directors of Kimco Realty Corporation, a Maryland corporation (the “Company”), amended and restated the Company’s bylaws (the “Bylaws”) to implement proxy access by adding Article II, Section 14 of the Bylaws to permit a stockholder (or group of up to 20 stockholders), owning 3% or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to 20% of the Board elected by holders of the Company’s common stock, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws. The amended and restated Bylaws also include other non-substantive, ministerial, clarifying and conforming changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Kimco Realty Corporation, dated January 31, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |
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: February 2, 2023 | /s/ Glenn G. Cohen | |
| Glenn G. Cohen | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
| KIMCO REALTY OP, LLC | ||
| By: KIMCO REALTY CORPORATION, Managing Member | ||
| /s/ Glenn G. Cohen | ||
| Glenn G. Cohen | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||