Duke Realty Corporation: |
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(State of Formation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Duke Realty Limited Partnership: |
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(State of Formation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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)) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered: | ||
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
• | 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”). |
Votes For |
Votes Against |
Abstentions | ||
329,034,043 |
870,448 |
153,881 |
Votes For |
Votes Against |
Abstentions | ||
27,540,877 |
302,000,939 |
516,556 |
Votes For |
Votes Against |
Abstentions | ||
302,524,561 |
27,259,666 |
274,145 |
Item 8.01. |
Other Events |
Item 9.01. |
Financial Statements and 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). |
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 |