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Section 1: DEFA14A (DEFA14A)

DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

 

  

Preliminary Proxy Statement

     

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  

Definitive Proxy Statement

  

Definitive Additional Materials

  

Soliciting Material under §240.14a-12

KILROY REALTY CORPORATION

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

No fee required.

 

 

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1) 

 

Title of each class of securities to which transaction applies:

   

 

 

 

(2) 

 

Aggregate number of securities to which transaction applies:

   

 

 

 

(3) 

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

   

 

 

 

(4) 

 

Proposed maximum aggregate value of transaction:

   

 

 

 

(5)

 

Total fee paid:

   

 

 

 

 

 

 

Fee paid previously with preliminary materials.

 

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1) 

 

 

Amount Previously Paid:

   

 

 

 

(2) 

 

Form, Schedule or Registration Statement No.:

   

 

 

 

(3) 

 

Filing Party:

   

 

 

 

(4) 

 

Date Filed:

   

 

 

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 19, 2020.

 

 
 

KILROY REALTY CORPORATION

 

 

 

LOGO

 

KILROY REALTY CORPORATION

12200 WEST OLYMPIC BOULEVARD

SUITE 200

LOS ANGELES, CA 90064

ATTN: LAUREN STADLER

      

 

Meeting Information

 

Meeting Type:         Annual Meeting

 

For holders as of:    March 6, 2020

 

Date:  May 19, 2020           Time: 8:30 AM PDT

 

Location:   *KRC’s Principal Executive Offices

                     12200 West Olympic Blvd.

                     Suite 200

                     Los Angeles, CA 90064

 

 

*   We are closely monitoring the developments regarding the coronavirus (COVID-19). In the event we determine that we need to conduct our Annual Meeting solely by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the Annual Meeting via press release and by filing additional solicitation materials with the Securities and Exchange Commission. The press release will also be available on the Investors section of our website at http://www.kilroyrealty.com.

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at https://materials.proxyvote.com/49427F or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

E95897-P33134


—  Before You Vote  —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE OF ANNUAL MEETING         PROXY STATEMENT         2019 ANNUAL REPORT ON FORM 10-K

   
How to View Online:     
Have the information that is printed in the box marked by the arrow  g   XXXX XXXX XXXX XXXX     (located on the following page)
and visit: www.proxyvote.com.       
 
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:       www.proxyvote.com

2) BY TELEPHONE:   1-800-579-1639

3) BY E-MAIL*:            [email protected]

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow

 

g

  XXXX XXXX XXXX XXXX    (located on the following page) in the subject line.
 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2020 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow

 

g   XXXX XXXX XXXX XXXX    (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

E95898-P33134


  Voting Items   

 

The Board of Directors recommends you vote FOR
the following:

 

1.

Election of Directors

 

 

Nominees:

 

  1a.

John Kilroy

 

  1b.

Edward Brennan, PhD

 

  1c.

Jolie Hunt

 

  1d.

Scott Ingraham

 

  1e.

Gary Stevenson

 

  1f.

Peter Stoneberg

The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5.

 

2.

Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

3.

Approval of the amendment and restatement of the Company’s 2006 Incentive Award Plan.

 

4.

Approval of an amendment and restatement of our Charter to increase the number of shares of common stock that we are authorized to issue from 150,000,000 to 280,000,000.

 

5.

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2020.

NOTE: At their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

E95899-P33134


 

 

 

 

 

 

 

E95900-P33134

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