8-K

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): September 28, 2022

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant as 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.)

8711 River Crossing Blvd. Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

Not Applicable

(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 (see General Instruction A.2):

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

Duke Realty Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) on September 28, 2022. At the Special Meeting, the Company’s shareholders voted on three proposals, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 2, 2022. As of the close of business on August 8, 2022, the record date for the Special Meeting, there were 384,992,716 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) outstanding, which were each entitled to one vote with respect to each proposal at the Special Meeting. Holders of 330,058,372 shares of Common Stock were present at the Special Meeting virtually or by proxy, representing 85.73% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s shareholders were asked to consider and vote on the following matters:

• a proposal to approve the Agreement and Plan of Merger (including the plan of merger set forth therein), dated as of June 11, 2022, as amended from time to time, by and among Prologis, Inc. (“Prologis”), the Company and the other parties thereto (the “Merger Agreement”), and the transactions contemplated thereby, including the merger (the “Merger”) of the Company with and into Compton Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Prologis (“Prologis Merger Sub”), with Prologis Merger Sub continuing as the surviving entity, on the terms and conditions set forth in the Merger Agreement (the “Merger Agreement Proposal”);

• a non-binding advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger and the other transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and

• a proposal to approve one or more adjournments of the Special Meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement Proposal (the “Adjournment Proposal”).

At the Special Meeting, the Company’s shareholders approved the Merger Agreement Proposal and the Adjournment Proposal. The Advisory Compensation Proposal was not approved by the Company’s shareholders. Because there were sufficient votes to approve the Merger Agreement Proposal, it was not necessary to adjourn the Special Meeting.

The final voting results for each proposal are set forth below.

Merger Agreement Proposal

At the Special Meeting, the Company’s shareholders voted to approve the Merger Agreement Proposal. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions
329,034,043	870,448	153,881

Advisory Compensation Proposal

At the Special Meeting, the Advisory Compensation Proposal did not receive the requisite vote of the Company’s shareholders and therefore was not approved. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions
27,540,877	302,000,939	516,556

Adjournment Proposal

At the Special Meeting, the Company’s shareholders voted to approve the Adjournment Proposal. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions
302,524,561	27,259,666	274,145

Because none of the proposals were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on October 3, 2022.

Item 8.01. Other Events

On September 28, 2022, the Company and Prologis issued a joint press release announcing the results of the voting at the Special Meeting and at the special meeting of stockholders of Prologis, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Joint Press Release, dated September 28, 2022
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.

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: September 29, 2022

EX-99.1

Exhibit 99.1

Prologis Stockholders and Duke Realty Shareholders Approve Merger

SAN FRANCISCO and INDIANAPOLIS, September 28, 2022 — Prologis, Inc. (NYSE: PLD) (“Prologis”) and Duke Realty Corporation (NYSE: DRE) (“Duke Realty”) today announced that Prologis stockholders and Duke Realty shareholders have voted, separately, to approve the proposed merger at their respective special meetings held virtually today, September 28, 2022.

According to the results of the Prologis Special Meeting of Stockholders, more than 99 percent of votes cast at the meeting – approximately 87 percent of the outstanding shares of Prologis common stock as of the record date – were voted in favor of the issuance of Prologis common stock in connection with the merger. The final voting results of the Prologis Special Meeting will be filed as part of a Form 8-K with the U.S. Securities and Exchange Commission.

According to the results of the Duke Realty Special Meeting of Shareholders, more than 99 percent of votes cast at the meeting – approximately 85 percent of the outstanding shares of Duke Realty common stock as of the record date – were voted in favor of approving the merger agreement and the transactions contemplated thereby, including the merger. The final voting results of the Duke Realty Special Meeting will be filed as part of a Form 8-K with the U.S. Securities and Exchange Commission.

Upon consummation of the merger, Duke Realty shareholders will receive 0.475 of a newly-issued share of Prologis common stock for each share of Duke Realty common stock they own immediately prior to the effective time of the merger. The transaction is expected to close in early October subject to the satisfaction or waiver of customary closing conditions.

ADVISORS

Goldman Sachs Group, Inc. and Citigroup are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Prologis. Morgan Stanley & Co. LLC is serving as the lead financial advisor and Hogan Lovells US LLP is serving as legal advisor to Duke Realty. J.P. Morgan Securities LLC and Alston & Bird LLP are also serving as financial and legal advisors, respectively, to Duke Realty.

ABOUT PROLOGIS

Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of June 30, 2022, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.0 billion square feet (95 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,800 customers principally across two major categories: business-to-business and retail/online fulfillment.

ABOUT DUKE REALTY

Duke Realty Corporation owns and operates approximately 167.3 million rentable square feet of industrial assets in 19 major logistics markets.

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FORWARD-LOOKING STATEMENTS

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and Duke Realty operate as well as beliefs and assumptions of Prologis and Duke Realty. Such statements involve uncertainties that could significantly impact Prologis’ or Duke Realty’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Prologis or Duke Realty expects or anticipates will occur in the future — including statements relating to the proposed transaction between Prologis and Duke Realty, rent and occupancy growth, acquisition and development activity, contribution and disposition activity, general conditions in the geographic areas where Prologis or Duke Realty operate, Prologis’ and Duke Realty’s respective debt, capital structure and financial position, Prologis’ and Duke Realty’s respective ability to earn revenues from co-investment ventures, form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and Duke Realty believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Prologis nor Duke Realty can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis’ and Duke Realty’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to the satisfaction of closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Prologis and Duke Realty management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that Duke Realty’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of Prologis and Duke Realty to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the Prologis common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) changes in global financial markets, interest rates and foreign currency exchange rates; (xiv) increased or unanticipated competition for Prologis’ or Duke Realty’s properties; (xv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels of debt that Prologis and Duke Realty maintain and their credit ratings; (xviii) risks related to Prologis’ and Duke Realty’s investments in co-investment ventures, including Prologis’ and Duke Realty’s ability to establish new co-investment ventures; (xix) risks of doing business internationally, including currency risks; (xx) environmental uncertainties, including risks of natural disasters; (xxi) risks related to the coronavirus pandemic; and (xxii) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis’ and Duke Realty’s respective Annual Reports on Form 10-K for the year ended December 31, 2021. Neither Prologis nor Duke Realty undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.

CONTACTS

Investors: Jill Sawyer, +1 (415) 733-9526, jsawyer@prologis.com, San Francisco

Media: Jennifer Nelson, +1 (415) 733-9409, jnelson2@prologis.com, San Francisco

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XML

Cover Page	Sep. 28, 2022
Document 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	Sep. 28, 2022
Title of 12(b) 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]
Document 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