8-K 1 dreanddrlpcombinedform8-kq.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  April 26, 2017
 
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
 
Duke Realty Corporation:
Indiana
 
1-9044
 
35-1740409
(State of
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
Identification No.)
 
Duke Realty Limited Partnership:
Indiana
 
0-20625
 
35-1898425
(State of
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
Identification No.)
 
600 East 96th Street
Suite 100
Indianapolis, IN 46240
(Address of principal executive offices, zip code)
 
Registrant’s telephone number, including area code: (317) 808-6000

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




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 o
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.
o






Item 2.02.    Results of Operations and Financial Condition.

On April 26, 2017, Duke Realty Corporation, an Indiana corporation (the “Company”), the sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter ended March 31, 2017. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

The information contained in this Item 2.02, including the related information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

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

At the Company’s Annual Meeting of Shareholders held on April 26, 2017 (the “Annual Meeting”), the shareholders of the Company voted on four proposals. Each proposal was approved pursuant to the following final voting results from the Annual Meeting:

1.To elect ten directors to serve on the Company’s Board of Directors for a one-year term ending at the 2018 Annual Meeting of Shareholders:

 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
William Cavanaugh III
294,906,801
14,073,590
619,653
16,883,310
Alan H. Cohen
306,638,342
2,358,016
603,686
16,883,310
James B. Connor
293,747,196
9,960,890
5,891,958
16,883,310
Ngaire E. Cuneo
301,559,135
7,363,562
677,347
16,883,310
Charles R. Eitel
303,684,136
5,273,972
641,936
16,883,310
Melanie R. Sabelhaus
307,786,981
1,249,731
563,332
16,883,310
Peter M. Scott, III
307,864,177
1,159,586
576,281
16,883,310
Jack R. Shaw
302,236,806
6,783,943
579,295
16,883,310
Michael E. Szymanczyk
307,860,588
1,159,233
580,223
16,883,310
Lynn C. Thurber
307,795,062
1,246,104
558,878
16,883,310

2.To vote on an advisory basis to approve the compensation of the Company’s named executive officers for 2016:






FOR

AGAINST

ABSTAIN
BROKER 
NON-VOTES
290,874,562
18,011,022
714,460
16,883,310

3.To recommend the frequency with which shareholders will vote on non-binding resolutions to approve the compensation of the Company’s named executive officers in future years:


1 YEAR

2 YEARS

3 YEARS

ABSTAIN
BROKER  
NON-VOTES
261,516,667
531,349
46,924,849
627,179
16,883,310

4.To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2017:


FOR

AGAINST

ABSTAIN
BROKER  
NON-VOTES
321,821,165
4,113,127
549,062
—

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit Number
Description
99.1
Duke Realty Corporation press release dated April 26, 2017, with respect to its financial results for the quarter ended March 31, 2017.*

_________________________
*
The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.






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 thereunto 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: April 27, 2017