00010259960001493976false--12-3100010259962021-05-202021-05-200001025996krc:KilroyRealtyL.P.Member2021-05-202021-05-20
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): May 20, 2021
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| | | |
| Maryland | 001-12675 | 95-4598246 |
(State or other jurisdiction of
incorporation or organization) | (Commission File No.) | (I.R.S. Employer
Identification No.) |
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064
(Address of principal executive offices) (Zip Code)
(310) 481-8400
| | | | | | | | |
| (Registrant's telephone number, including area code) |
| | |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
| | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Registrant | Title of each class | Name of each exchange on which registered | Ticker Symbol |
| Kilroy Realty Corporation | Common Stock, $.01 par value | New York Stock Exchange | KRC |
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.):
| | | | | |
| ☐ | 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 | Ticker Symbol | Name of each exchange on which registered |
| Common Stock, $.01 par value | KRC | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2021 annual meeting of stockholders of Kilroy Realty Corporation (the “Company”) held on May 20, 2021 (the “Annual Meeting”), the Company’s stockholders approved a proposal to amend and restate the Company’s bylaws to remove the Independent Committee approval requirement for certain related party transactions as set forth in Article III, Section 7 thereof, as such approval is separately governed by the Company’s related party transactions policy, and to make certain ministerial conforming changes (the “Bylaw Amendment”).
The Bylaw Amendment became effective upon approval by the Company’s stockholders at the Annual Meeting.
The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Seventh Amended and Restated Bylaws of Kilroy Realty Corporation, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.
Proposal 1: Election of directors, each to serve until the Company’s 2022 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| John Kilroy | | 90,836,204 | | 2,234,595 | | 5,042,339 | | 3,951,998 |
| Edward Brennan, PhD | | 78,003,699 | | 19,990,043 | | 119,396 | | 3,951,998 |
| Jolie Hunt | | 89,211,335 | | 8,783,772 | | 118,031 | | 3,951,998 |
| Scott Ingraham | | 92,771,955 | | 5,221,754 | | 119,429 | | 3,951,998 |
| Louisa Ritter | | 97,758,217 | | 236,889 | | 118,032 | | 3,951,998 |
| Gary Stevenson | | 89,141,735 | | 8,851,974 | | 119,429 | | 3,951,998 |
| Peter Stoneberg | | 88,395,806 | | 9,597,873 | | 119,459 | | 3,951,998 |
Proposal 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 53,662,453 | | 44,309,497 | | 141,188 | | 3,951,998 |
Proposal 3: Approval of amendment and restatement of the Company’s Bylaws to remove the Independent Committee approval requirement separately governed by the Company’s related party transactions policy.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 97,941,737 | | 40,076 | | 131,325 | | 3,951,998 |
Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2021.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 98,509,133 | | 3,431,007 | | 124,996 | | N/A |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| | | | | |
| 3.1* | |
| 104 | Cover Page Interactive Data File (embedded with 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.
| | | | | | | | | | | | | | | | | | | | |
| | | Kilroy Realty Corporation | |
| Date: May 20, 2021 | | | |
| | | | |
| | | By: | | /s/ Merryl E. Werber | |
| | | | | Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller | |
| | | | | | |