8-K 1 dreanddrlpcombinedform8-kq.htm 8-K Document


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 26, 2018
 
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
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
Identification No.)
 
Duke Realty Limited Partnership:

Indiana
 
0-20625
 
35-1898425
(State of
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
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:
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))




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 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 2.02.    Results of Operations and Financial Condition.

On April 25, 2018, 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, 2018. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

The information contained in this Item 2.02, including the related information set forth in the Press Release 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 5.07.
Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Shareholders held on April 25, 2018 (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 2019 Annual Meeting of Shareholders:

 

FOR

AGAINST

ABSTAIN
BROKER NON-VOTES
John P. Case
307,095,196
260,283
290,099
17,085,017
William Cavanaugh III
297,349,426
10,010,512
285,640
17,085,017
Alan H. Cohen
305,673,547
1,618,412
353,619
17,085,017
James B. Connor
298,229,746
5,996,498
419,334
17,085,017
Ngaire E. Cuneo
297,811,232
7,923,155
1,911,191
17,085,017
Charles R. Eitel
299,766,644
7,582,206
296,728
17,085,017
Norman K. Jenkins
307,093,575
269,852
282,151
17,085,017
Melanie R. Sabelhaus
307,078,343
288,658
278,577
17,085,017
Peter M. Scott, III
305,768,857
1,590,054
286,667
17,085,017
David P. Stockert
307,075,357
223,523
346,698
17,085,017
Chris Sultemeier
307,105,805
252,876
286,897
17,085,017
Michael E. Szymanczyk
307,084,291
274,333
286,954
17,085,017
Lynn C. Thurber
307,022,964
344,192
278,422
17,085,017

2.To vote on an advisory basis to approve the compensation of the Company’s named executive officers as set forth in the 2018 proxy statement:






FOR

AGAINST

ABSTAIN
BROKER
NON-VOTES
 
297,570,119
9,052,637
1,022,822
17,085,017
 
3.To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2018:


FOR

AGAINST

ABSTAIN
BROKER
NON-VOTES
 
320,125,469
4,254,025
351,101
—
 

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits
_________________________
*
The Press Release attached hereto as Exhibit 99.1 is “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: April 26, 2018