8-K4/28/2021DUKE REALTY CORPORATIONIndiana8711 River Crossing Blvd.IndianapolisIN46240(317)808-60000000783280☐DUKE REALTY LIMITED PARTNERSHIP☐☐☐☐☐00007832802021-04-282021-04-280000783280dre:DukeRealtyLimitedPartnershipMember2021-04-282021-04-28

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 28, 2021

DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
 
Duke Realty Corporation:
Indiana1-904435-1740409
(State of(Commission(IRS Employer
Formation)File Number)Identification No.)
 
Duke Realty Limited Partnership:
Indiana0-2062535-1898425
(State of(Commission(IRS Employer
Formation)File Number)Identification No.)

8711 River Crossing Blvd. 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:
☐ 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
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
DRE
The 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 (§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 ☐

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 2.02.    Results of Operations and Financial Condition.

On April 28, 2021, 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, 2021. 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 28, 2021 (the “Annual Meeting”), the shareholders of the Company voted on three proposals. Each proposal was approved pursuant to the following final voting results from the Annual Meeting:

1.    To elect twelve directors to serve on the Company’s Board of Directors for a one-year term ending at the 2022 Annual Meeting of Shareholders and until their successors have been elected and qualified:

FORAGAINSTABSTAINBROKER NON-VOTES
John P. Case327,022,8421,091,586370,56115,922,642
James B. Connor313,170,65814,487,928826,40315,922,642
Tamara D. Fischer327,287,444827,686369,85915,922,642
Norman K. Jenkins326,776,7811,332,337375,87115,922,642
Kelly T. Killingsworth327,738,720372,600373,66915,922,642
Melanie R. Sabelhaus322,189,1945,914,354381,44115,922,642
Peter M. Scott, III325,593,2832,516,701375,00515,922,642
David P. Stockert322,023,3516,087,732373,90615,922,642
Chris T. Sultemeier327,732,894375,823376,27215,922,642
Michael E. Szymanczyk327,250,992849,992384,00515,922,642
Warren M. Thompson327,735,077373,712376,20015,922,642
Lynn C. Thurber321,416,7686,687,346380,87515,922,642

2.    To vote on an advisory basis to approve the compensation of the Company’s named executive officers as set forth in the 2021 proxy statement:

FORAGAINSTABSTAINBROKER NON-VOTES
312,040,83015,999,318444,84115,922,642

    

3.    To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2021:

FORAGAINSTABSTAINBROKER NON-VOTES
330,221,85713,861,259324,515— 


Item 9.01.    Financial Statements and Exhibits.

    (d)    Exhibits
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

_________________________
* 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 hereunto 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 29, 2021