Form 8-K

 

 

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, 2015

 

 

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

 

 

Duke Realty Corporation:

 

Indiana   1-9044   35-1740409

(State of

Formation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Duke Realty Limited Partnership:

 

Indiana   0-20625   35-1898425

(State of

Formation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

600 East 96th Street

Suite 100

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))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On April 29, 2015, Duke Realty Corporation, an Indiana corporation (the “Company”), the sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter ended March 31, 2015. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

On April 30, 2015, the Company also held a conference call to discuss the Company’s financial results for the quarter ended March 31, 2015. Pursuant to General Instruction F to Form 8-K, a copy of the transcript from the conference call (the “Transcript”) is attached hereto as Exhibit 99.2 and is incorporated into this Item 2.02 by this reference. The Transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.

The information contained in this Item 2.02, including the related information set forth in the Press Release and the Transcript attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2015, the Company announced that Mr. James D. Bremner will step down from the position of President, Healthcare of the Company, effective June 30, 2015. Mr. Bremner’s responsibilities will be assumed by current Company employees, and the Company does not plan to replace Mr. Bremner at this time.

Mr. Bremner has agreed to provide certain consulting services to the Company through BRE II, LLC, an Indiana limited liability company, of which Mr. Bremner is the sole member, during the period commencing on June 30, 2015 and ending on January 1, 2016, subject to earlier termination (the “Consulting Period”). The Company and BRE II, LLC plan to enter into a Consulting Agreement (the “Consulting Agreement”) effective as of June 30, 2015. Pursuant to the Consulting Agreement, BRE II, LLC is expected to be entitled to 12 cash payments of $2,333.34 per month in exchange for the performance of consulting services during the Consulting Period. However, the Company cannot assure you that the Company and BRE II, LLC will enter into the Consulting Agreement on the terms described herein or at all.

In addition, at the Company’s Annual Meeting of Shareholders held on April 29, 2015 (the “Annual Meeting”), the Company’s shareholders approved the Company’s 2015 Long-Term


Incentive Plan. Details of the Company’s 2015 Long-Term Incentive Plan were included in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-09044) as filed with the Securities and Exchange Commission on March 11, 2015.

Pursuant to General Instruction F to Form 8-K, the Company’s 2015 Long-Term Incentive Plan is attached hereto as Exhibit 10.1, and incorporated into this Item 5.02 by this reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the shareholders of the Company voted on four 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 2016 Annual Meeting of Shareholders:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
 

Thomas J. Baltimore, Jr.

     294,288,655         4,781,880         470,136         21,134,617   

William Cavanaugh III

     296,222,923         2,845,235         472,513         21,134,617   

Alan H. Cohen

     297,735,824         1,320,641         484,206         21,134,617   

Ngaire E. Cuneo

     285,971,754         13,168,276         400,641         21,134,617   

Charles R. Eitel

     296,468,609         2,673,209         398,853         21,134,617   

Martin C. Jischke, PhD

     296,586,181         2,554,308         400,182         21,134,617   

Dennis D. Oklak

     294,587,716         4,347,302         605,653         21,134,617   

Melanie R. Sabelhaus

     297,957,376         1,104,405         478,890         21,134,617   

Peter M. Scott, III

     298,198,117         860,129         482,425         21,134,617   

Jack R. Shaw

     297,005,844         2,067,870         446,957         21,134,617   

Michael E. Szymanczyk

     298,173,076         878,671         488,924         21,134,617   

Lynn C. Thurber

     297,958,204         1,191,565         390,902         21,134,617   

Robert J. Woodward, Jr.

     286,203,591         12,868,249         468,831         21,134,617   

2. To vote on an advisory basis to approve the compensation of the Company’s executive officers for 2014:

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
 
  279,885,916        18,900,603        754,152        21,134,617   

3. To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2015:

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
 
  318,490,897          1,639,226        545,165                    —     


4. To approve the Company’s 2015 Long-Term Incentive Plan:

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
 
  275,375,474        23,462,380        702,817        21,134,617   

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
Number

  

Description

10.1    Duke Realty Corporation 2015 Long-Term Incentive Plan. #
99.1    Duke Realty Corporation press release dated April 29, 2015, with respect to its financial results for the quarter ended March 31, 2015.*
99.2    Duke Realty Corporation transcript from the conference call held on April 30, 2015, with respect to its financial results for the quarter ended March 31, 2015.*

 

* The Press Release and the Transcript attached hereto as Exhibits 99.1 and 99.2, respectively, are “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.


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 thereunto duly authorized.

 

DUKE REALTY CORPORATION
By:

/s/ ANN C. DEE

Ann C. Dee
Executive Vice President, General Counsel and Corporate Secretary

 

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

Dated: May 4, 2015


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Duke Realty Corporation 2015 Long-Term Incentive Plan. #
99.1    Duke Realty Corporation press release dated April 29, 2015, with respect to its financial results for the quarter ended March 31, 2015.*
99.2    Duke Realty Corporation transcript from the conference call held on April 30, 2015, with respect to its financial results for the quarter ended March 31, 2015.*

 

* The Press Release and the Transcript attached hereto as Exhibits 99.1 and 99.2, respectively, are “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.