UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 29, 2020
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Corporation:
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| | | | |
| Indiana | | 1-9044 | | 35-1740409 |
| (State of | | (Commission | | (IRS Employer |
| Formation) | | File Number) | | Identification No.) |
Duke Realty Limited Partnership:
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| | | | |
| Indiana | | 0-20625 | | 35-1898425 |
| (State of | | (Commission | | (IRS Employer |
| Formation) | | File Number) | | Identification No.) |
8711 River Crossing Blvd. Indianapolis, IN 46240
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (317) 808-6000
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | DRE | The New York Stock Exchange |
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).
Emerging Growth Company ☐
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.
☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Shareholders of Duke Realty Corporation, an Indiana corporation (the "Company"), held on April 29, 2020 (the “Annual Meeting”), the shareholders of the Company voted on three proposals. Each proposal was approved pursuant to the following final voting results from the Annual Meeting:
1. To elect thirteen directors to serve on the Company’s Board of Directors for a one-year term ending at the 2021 Annual Meeting of Shareholders:
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| | | | | | | |
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FOR | |
AGAINST | |
ABSTAIN | | BROKER NON-VOTES |
| John P. Case | 313,843,540 | | 561,027 | | 363,343 | | 17,377,878 |
| James B. Connor | 301,187,315 | | 12,340,174 | | 1,240,421 | | 17,377,878 |
| Ngaire E. Cuneo | 308,966,765 | | 5,432,652 | | 368,493 | | 17,377,878 |
| Charles R. Eitel | 306,158,648 | | 8,238,930 | | 370,332 | | 17,377,878 |
| Tamara D. Fischer | 314,168,492 | | 247,039 | | 352,379 | | 17,377,878 |
| Norman K. Jenkins | 313,816,901 | | 586,404 | | 364,605 | | 17,377,878 |
| Melanie R. Sabelhaus | 312,815,409 | | 1,596,971 | | 355,530 | | 17,377,878 |
| Peter M. Scott, III | 313,828,355 | | 570,653 | | 368,902 | | 17,377,878 |
| David P. Stockert | 310,242,625 | | 4,160,311 | | 364,974 | | 17,377,878 |
| Chris T. Sultemeier | 314,207,027 | | 190,552 | | 370,331 | | 17,377,878 |
| Michael E. Szymanczyk | 314,162,054 | | 234,161 | | 371,695 | | 17,377,878 |
| Warren M. Thompson | 314,213,818 | | 188,815 | | 365,277 | | 17,377,878 |
| Lynn C. Thurber | 308,830,714 | | 5,584,469 | | 352,727 | | 17,377,878 |
2. To vote on an advisory basis to approve the compensation of the Company’s named executive officers as set forth in the 2020 proxy statement:
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| | | | | | |
FOR | |
AGAINST | |
ABSTAIN | | BROKER NON-VOTES |
| 306,076,525 | | 8,210,260 | | 481,125 | | 17,377,878 |
3. To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2020:
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| | | | | | |
FOR | |
AGAINST | |
ABSTAIN | | BROKER NON-VOTES |
| 319,908,154 | | 11,845,077 | | 392,557 | | --- |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
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| |
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
_________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| DUKE REALTY CORPORATION |
By: /s/ ANN C. DEE |
| Ann C. Dee |
Executive Vice President, General Counsel and Corporate Secretary
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| DUKE REALTY LIMITED PARTNERSHIP |
| By: Duke Realty Corporation, its general partner |
| |
By: /s/ ANN C. DEE |
| Ann C. Dee |
Executive Vice President, General Counsel and Corporate Secretary
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Dated: May 1, 2020
