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Section 1: 8-K (8-K)

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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 16, 2019
 
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Maryland
 
1-12675
 
95-4598246
 
 
(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:
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))
 
 

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

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 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 5.07    Submission of Matters to a Vote of Security Holders.

(a)
Kilroy Realty Corporation (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”) on May 16, 2019.

(b)
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 2020 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
 
86,688,250
 
7,046,453
 
1,415,320
 
1,176,102
Edward Brennan, PhD
 
63,240,983
 
31,833,704
 
75,336
 
1,176,102
Jolie Hunt
 
64,885,220
 
30,191,723
 
73,080
 
1,176,102
Scott Ingraham
 
92,974,490
 
1,790,323
 
385,210
 
1,176,102
Gary Stevenson
 
64,877,374
 
30,198,108
 
74,541
 
1,176,102
Peter Stoneberg
 
92,257,013
 
2,817,572
 
75,438
 
1,176,102

Proposal 2:
Approval, on an advisory basis, of the compensation of the Company's named executive officers.

For
 
Against
 
Abstain
 
Broker Non-Votes
14,631,817
 
80,436,364
 
81,842
 
1,176,102

Proposal 3:
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2019.

For
 
Against
 
Abstain
 
Broker Non-Votes
94,880,827
 
1,370,789
 
74,509
 
0








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 16, 2019
 
 
 
 
 
 
 
 
 
By:
 
/s/ Merryl E. Werber
 
 
 
 
 
Merryl E. Werber
Senior Vice President, Chief Accounting Officer and Controller
 
 
 
 
 
 
 



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