UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 16, 2019
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 1-12675 | 95-4598246 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
12200 W. Olympic Boulevard, Suite 200 Los Angeles, California | 90064 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code:
(310) 481-8400
N/A
(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 of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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: | |||
| Registrant | Title of each class | Name of each exchange on which registered | Ticker Symbol |
| Kilroy Realty Corporation | Common Stock, $.01 par value | New York Stock Exchange | KRC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | Kilroy Realty Corporation (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”) on May 16, 2019. |
| (b) | Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting. |
| Proposal 1: | Election of directors, each to serve until the Company’s 2020 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified. |
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| John Kilroy | 86,688,250 | 7,046,453 | 1,415,320 | 1,176,102 | ||||
| Edward Brennan, PhD | 63,240,983 | 31,833,704 | 75,336 | 1,176,102 | ||||
| Jolie Hunt | 64,885,220 | 30,191,723 | 73,080 | 1,176,102 | ||||
| Scott Ingraham | 92,974,490 | 1,790,323 | 385,210 | 1,176,102 | ||||
| Gary Stevenson | 64,877,374 | 30,198,108 | 74,541 | 1,176,102 | ||||
| Peter Stoneberg | 92,257,013 | 2,817,572 | 75,438 | 1,176,102 | ||||
| Proposal 2: | Approval, on an advisory basis, of the compensation of the Company's named executive officers. |
| For | Against | Abstain | Broker Non-Votes | |||
| 14,631,817 | 80,436,364 | 81,842 | 1,176,102 | |||
| Proposal 3: | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2019. |
| For | Against | Abstain | Broker Non-Votes | |||
| 94,880,827 | 1,370,789 | 74,509 | 0 | |||
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.
| Kilroy Realty Corporation | |||||
| Date: May 16, 2019 | |||||
| By: | /s/ Merryl E. Werber | ||||
Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller | |||||