Duke Realty 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 2011
DUKE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
600 East 96th Street Suite 100
Indianapolis, IN 46240
(Address of principal executive offices, zip code)
Registrants 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:
On October 26, 2011, Duke Realty Corporation, an Indiana corporation (the Company), issued a press release (the Press Release) announcing its results of operations and financial condition for the quarter ended September 30, 2011. 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 October 27, 2011, the Company also held a conference call to discuss the Companys financial results for the quarter ended September 30, 2011. 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.
On October 26, 2011, the Board of Directors of the Company (the Board) increased the size of the Board from eleven members to thirteen members and, upon the recommendation of the Corporate Governance Committee, appointed each of Messrs. Alan H. Cohen and Peter M. Scott, III to the Board. Each of Messrs. Cohen and Scott will serve as a member of the Board until the 2012 annual meeting of shareholders of the Company or until his resignation or sooner removal and otherwise until his successor is elected and qualifies. Additionally, the Board appointed Mr. Cohen to the Executive Compensation Committee and Mr. Scott to the Audit Committee and the Finance Committee.
Effective upon appointment, each of Messrs. Cohen and Scott became eligible to receive the standard compensation provided by the Company to its other non-employee directors, as most recently disclosed in the Companys proxy statement for its 2011 annual meeting of shareholders. There is no arrangement pursuant to which either Mr. Cohen or Mr. Scott was selected as a director, and there have been no transactions regarding Mr. Cohen or Mr. Scott that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
Dated: November 1, 2011