Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DRE > SEC Filings for DRE > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for DUKE REALTY CORP

Form 8-K for DUKE REALTY CORP


5-May-2014

Entry into a Material Definitive Agreement, Results of Operations and Financial


Item 1.01 Entry into a Material Definitive Agreement.

Please see the information in Item 5.03 below, which is incorporated herein by this reference.



Item 2.02. Results of Operations and Financial Condition.

On April 30, 2014, 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, 2014. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

On May 1, 2014, the Company also held a conference call to discuss the Company's financial results for the quarter ended March 31, 2014. Pursuant to General Instruction F to Form 8-K, a copy of the transcript from the conference call (the "Transcript") is attached hereto as Exhibit 99.2 and is incorporated into this Item 2.02 by this reference. The Transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.

The information contained in this Item 2.02, including the related information set forth in the Press Release and the Transcript 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 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

Following approval by the Company's Board of Directors on January 29, 2014 and the Company's shareholders at the Company's Annual Meeting of Shareholders held on April 30, 2014 (the "Annual Meeting"), the Company filed its Fifth Amended and Restated Articles of Incorporation to be effective on May 5, 2014 with the Indiana Secretary of State in accordance with the Indiana Business Corporation Law for the purpose of increasing the number of shares of common stock authorized thereunder from 400 million shares to 600 million shares, establishing certain detailed stock ownership and transfer restrictions intended to enable the Company to better protect its status as a real estate investment trust; and eliminating certain references or sections that are no longer applicable and make other ministerial changes.

Also on May 5, 2014, the Operating Partnership executed a corresponding Fifth Amended and Restated Agreement of Limited Partnership, which was approved by the Company's Board of Directors on April 30, 2014.


The Fifth Amended and Restated Articles of Incorporation and the Fifth Amended and Restated Agreement of Limited Partnership are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated into this Item 5.03 by this reference.



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

At 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 thirteen directors to serve on the Company's Board of Directors for a one-year term ending at the 2015 Annual Meeting of Shareholders:

                                                                         BROKER
                                     FOR        AGAINST     ABSTAIN    NON-VOTES
      Thomas J. Baltimore, Jr.   273,200,754   4,345,377   1,448,794   21,081,896
      William Cavanaugh III      273,538,245   4,133,525   1,323,155   21,081,896
      Alan H. Cohen              276,466,295   1,076,772   1,451,858   21,081,896
      Ngaire E. Cuneo            274,766,942   2,903,430   1,324,553   21,081,896
      Charles R. Eitel           274,597,201   3,075,484   1,322,240   21,081,896
      Martin C. Jischke, PhD     276,304,958   1,233,993   1,455,974   21,081,896
      Dennis D. Oklak            271,277,861   5,380,079   2,336,985   21,081,896
      Melanie R. Sabelhaus       276,735,310    809,276    1,450,339   21,081,896
      Peter M. Scott, III        276,512,984   1,032,008   1,449,933   21,081,896
      Jack R. Shaw               274,999,192   2,670,178   1,325,555   21,081,896
      Michael E. Szymanczyk      276,599,990   1,057,313   1,337,622   21,081,896
      Lynn C. Thurber            276,749,383    795,250    1,450,292   21,081,896
      Robert J. Woodward, Jr.    275,002,237   2,668,072   1,324,616   21,081,896

2. To vote on a non-binding resolution to approve the compensation of the Company's executive officers for 2013:

                                                           BROKER
                      FOR        AGAINST      ABSTAIN    NON-VOTES
                  253,698,159   20,877,957   4,418,809   21,081,896

3. To ratify the reappointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year 2014:

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                    297,678,733   1,868,717   520,371       -



4. To approve three proposals to amend the Company's articles of incorporation, including to:

a. increase the number of shares of common stock that the Company is authorized to issue from 400,000,000 to 600,000,000:

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                    289,635,901   9,606,832   834,088       -

b. establish certain detailed stock ownership and transfer restrictions intended to enable the Company to better protect its status as a real estate investment trust:

                                                          BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                    276,273,698   2,190,597   530,630   21,081,896

c. eliminate certain references or sections that are no longer applicable and make other ministerial changes.

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                    295,402,424   3,786,901   887,496       -

The proposal to adjourn the meeting to solicit additional proxies in favor of the foregoing proposals was not submitted to a vote of the Company's shareholders.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number       Description

3.1          Fifth Amended and Restated Articles of Incorporation of Duke Realty
             Corporation, effective May 5, 2014.

3.2          Fifth Amended and Restated Agreement of Limited Partnership of Duke
             Realty Limited Partnership, effective May 5, 2014.

99.1         Duke Realty Corporation press release dated April 30, 2014, with
             respect to its financial results for the quarter ended
             March 31, 2014.*

99.2         Duke Realty Corporation transcript from the conference call held on
             May 1, 2014, with respect to its financial results for the quarter
             ended March 31, 2014.*

* The Press Release and the Transcript attached hereto as Exhibits 99.1 and 99.2, respectively, are "furnished" and not "filed," as described in Item 2.02 of this Current Report on Form 8-K.


  Add DRE to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DRE - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.