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): June 24, 2014

INLAND DIVERSIFIED REAL ESTATE TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation)	000-53945 (Commission File Number)	26-2875286 (IRS Employer Identification No.)
2901 Butterfield Road Oak Brook, Illinois 60523 (Address of Principal Executive Offices)
(630) 218-8000 (Registrant’s Telephone Number, Including Area Code)
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:

ý	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))

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

A special meeting of the stockholders (the “Special Meeting”) of Inland Diversified Real Estate Trust, Inc. (the “Company”) was held on June 24, 2014 in Oak Brook, Illinois. A total of 70,956,817 shares were represented in person or by valid proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the joint proxy statement/prospectus dated May 2, 2014 and first mailed to the Company’s stockholders on or about May 9, 2014, is set forth below:

Approval of Merger

Stockholders of the Company approved the merger of the Company with and into KRG Magellan, LLC, a wholly owned subsidiary of Kite Realty Group Trust (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of February 9, 2014, by and among Kite Realty Group Trust, KRG Magellan LLC and the Company, and other transactions contemplated thereby. The votes cast were as follows:

FOR	AGAINST	ABSTAIN
66,905,254	2,748,580	1,302,983

Approval of Adjournments

Stockholders of the Company approved one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the Merger. The votes cast were as follows:

FOR	AGAINST	ABSTAIN
66,266,955	2,868,664	1,821,198

However, the proposal to approve the adjournment of the Special Meeting was deemed moot because there were sufficient votes at the time of the Special Meeting to approve the Merger.

Item 8.01    Other Events.

On June 24, 2013, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 24, 2014.

2

SIGNATURE

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.

		INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Date:	June 24, 2014	By:	/s/ Steven T. Hippel
		Name:	Steven T. Hippel
		Title:	Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 24, 2014.

4

EX-99.1

Exhibit 99.1

NEWS RELEASE 2901 Butterfield Road Oak Brook, Ill. 60523 www.inlanddiversified.com

Date:June 24, 2014

Contact:Nicole Spreck, Inland Marketing & Communications, Inc.

(630) 586-4896 nicole.spreck@inlandgroup.com

Inland Diversified Real Estate Trust, Inc. Announces Stockholder Approval of Merger with Kite

Realty Group Trust

• Inland Diversified stockholders vote to approve merger with Kite Realty Group Trust (NYSE: “KRG”)

• Inland Diversified stockholders to receive 1.707 shares of Kite Realty Group Trust stock for each share of Inland Diversified stock

• The merger is expected to close on or after July 1, 2014

Oak Brook, Ill. - At a special meeting of the stockholders of Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) held today, the Inland Diversified stockholders voted in favor of the proposal to approve the previously announced merger with Kite Realty Group Trust (NYSE: “KRG”) (“Kite”). Inland Diversified stockholders overwhelmingly approved the transaction; of the votes cast, over 94% were voted in favor of the merger.

"Today is a transformational day for Inland Diversified stockholders, and I want to thank our stockholders for approving the merger with Kite," said Barry Lazarus, president and chief operating officer at Inland Diversified. “This transaction represents the culmination of our strategic plan by providing our stockholders with the option to continue to receive dividend income and remain part of a well-capitalized combined company, or to access immediate liquidity through the sale of their publicly traded stock."

Assuming all conditions to closing the merger have been satisfied, the merger is expected to close on or after July 1, 2014.

About Inland Diversified Real Estate Trust, Inc.

Inland Diversified Real Estate Trust, Inc. is a public, non-listed real estate investment trust focused on acquiring a diversified portfolio of commercial real estate assets in various property categories, including: grocery-anchored shopping centers, necessity-based retail assets, single-tenant office and multi-family assets. For additional information about Inland Diversified, please refer to www.inlanddiversified.com.

Forward Looking Statements

This press release contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appears,” or “believe.” Such statements reflect the current view of the Company  with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties that may affect the ability of the parties to satisfy conditions to closing, determinations relating to the use of proceeds from the transaction, general economic conditions, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under “Risk Factors” in the Company’s most recent Form 10-K and subsequent Form 10-Qs on file with Securities and Exchange Commission.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect,

actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionarystatements.

For Additional Information

Additional details about the transaction can be found in our Current Report on Form 8-K with the Securities and Exchange Commission. Copies can be obtained from the SEC website at www.sec.gov, or on Inland Diversified’s website at www.inlanddiversified.com. Inland Diversified stockholders may contact Inland Investor Services for additional information by calling 1-800-826-8228 or emailing to Custserv@inland-investements.com.

####