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): January 29, 2020

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.)

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:

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.

☐

Item 2.02.    Results of Operations and Financial Condition.

On January 29, 2020, 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 and year ended December 31, 2019. 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2020, the Company’s Board of Directors (the “Board”) increased the size of the Board from twelve members to thirteen members and, upon the recommendation of the Corporate Governance Committee, appointed Ms. Tamara D. Fischer, President and Chief Executive Officer of National Storage Affiliates Trust, to the Board. Ms. Fischer will serve as a member of the Board until the 2020 annual meeting of shareholders of the Company or until her resignation or sooner removal and otherwise until her successor is elected and qualified. On January 29, 2020, the Board also determined that Ms. Fischer meets the independence standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Company expects that the Board will appoint Ms. Fischer to a Board committee at a future meeting.

Effective upon appointment, Ms. Fischer became eligible to receive the standard compensation provided by the Company to its other non-employee directors, as most recently disclosed in the Company’s proxy statement for its 2019 annual meeting of shareholders; provided that, for 2020, the annual grant of restricted stock for non-employee directors has been increased to $135,000. There is no arrangement pursuant to which Ms. Fischer was selected as a director, and there have been no transactions regarding Ms. Fischer that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number	Description
99.1	Duke Realty Corporation press release dated January 29, 2020, with respect to its financial results for the quarter and year ended December 31, 2019.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

_________________________

*    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 hereunto 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: January 30, 2020

EX-99.1

Exhibit 99.1

XML

Document and Entity Information Document	Jan. 29, 2020
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	DUKE REALTY CORPORATION
Entity Tax Identification Number	35-1740409
Entity Incorporation, State or Country Code	IN
Entity File Number	1-9044
Document Period End Date	Jan. 29, 2020
Title of 12(g) Security	Common Stock, par value $0.01 per share
Entity Address, Address Line One	8711 River Crossing Blvd.
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46240
City Area Code	(317)
Local Phone Number	808-6000
Entity Central Index Key	0000783280
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	DRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Duke Realty Limited Partnership [Member]
Entity Information [Line Items]
Entity Registrant Name	DUKE REALTY LIMITED PARTNERSHIP
Entity Tax Identification Number	35-1898425
Entity Incorporation, State or Country Code	IN
Entity File Number	0-20625