0001025996-16-000294.txt : 20160205 0001025996-16-000294.hdr.sgml : 20160205 20160205171542 ACCESSION NUMBER: 0001025996-16-000294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KILROY REALTY CORP CENTRAL INDEX KEY: 0001025996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954598246 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12675 FILM NUMBER: 161393197 BUSINESS ADDRESS: STREET 1: 12200 W. OLYMPIC BLVD., SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3104818400 MAIL ADDRESS: STREET 1: 12200 W. OLYMPIC BLVD., SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kilroy Realty, L.P. CENTRAL INDEX KEY: 0001493976 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954612685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54005 FILM NUMBER: 161393198 BUSINESS ADDRESS: STREET 1: 12200 W. OLYMPIC BOULEVARD STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 310-481-8400 MAIL ADDRESS: STREET 1: 12200 W. OLYMPIC BOULEVARD STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 8-K 1 form8-k.htm 8-K 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): February 3, 2016
  
 
KILROY REALTY CORPORATION
KILROY REALTY, L.P.
(Exact name of registrant as specified in its charter)

 
Maryland (Kilroy Realty Corporation)
Delaware (Kilroy Realty, L.P.)
 
001-12675 (Kilroy Realty Corporation)
000-54005 (Kilroy Realty, L.P.)
 
95-4598246 (Kilroy Realty Corporation)
95-4612685 (Kilroy Realty, L.P.)
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
12200 W. Olympic Boulevard, Suite 200,
 Los Angeles, California
 
 
 
90064
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code:
(310) 481-8400

N/A
(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 Instructions A.2.):
 
 
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 



/s
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)    Compensatory Arrangements of Certain Officers.
Kilroy Realty Corporation (the “Company”) and Kilroy Realty, L.P. (the “Operating Partnership”) are parties to an employment agreement, dated January 1, 2007, with Tyler H. Rose, the Executive Vice President, Chief Financial Officer and Secretary of the Company and the Operating Partnership (the “Current Rose Employment Agreement”), and to an employment agreement, dated July 20, 2007, with Justin W. Smart, the Executive Vice President, Development and Construction Services of the Company and the Operating Partnership (the “Current Smart Employment Agreement”). The Current Rose Employment Agreement and the Current Smart Employment Agreement would expire by their existing terms on December 31, 2016. The Executive Compensation Committee of the Company’s Board of Directors (the “Committee”) approved, and on February 3, 2016 the Company and the Operating Partnership entered into, amended employment agreements with Mr. Rose (the “Amended Rose Employment Agreement”) and Mr. Smart (the “Amended Smart Employment Agreement”). The Amended Rose Employment Agreement and Amended Smart Employment Agreement continue Mr. Rose’s and Mr. Smart’s employment on terms substantially similar to those of the Current Rose Employment Agreement and the Current Smart Employment Agreement, respectively, with new terms scheduled to continue through March 1, 2019 and with the updating changes noted below.
Mr. Rose’s and Mr. Smart’s base salary levels under the Amended Rose Employment Agreement and the Amended Smart Employment Agreement, respectively, have been updated to reflect their annual base salary levels otherwise currently in effect ($500,000 for each of them). The Amended Rose Employment Agreement also reflects a target annual cash bonus for Mr. Rose of 100% of his base salary for the corresponding year and an annual equity award grant with a target grant date value of 100% of his annual base salary. The Amended Smart Employment Agreement also reflects a target annual cash bonus for Mr. Smart of 100% of his base salary for the corresponding year and an annual equity award grant with a target grant date value of 100% of his annual base salary. The Committee may increase these incentive levels from time to time, and actual payment or grant date values may vary based on performance.








 


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.

 
 
 
 
 
Date: February 5, 2016
 
Kilroy Realty Corporation
 
 
 
 
 
By:
 
/s/ Heidi R. Roth
 
 
 
 
Heidi R. Roth
 
 
 
 
Executive Vice President, Chief Accounting Officer and Controller

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.

 
 
 
 
 
Date: February 5, 2016
 
Kilroy Realty, L.P.
 
 
 
 
 
By:
 
Kilroy Realty Corporation,
 
 
 
 
Its general partner
 
 
 
 
 
By:
 
/s/ Heidi R. Roth
 
 
 
 
Heidi R. Roth
 
 
 
 
Executive Vice President, Chief Accounting Officer and Controller