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Duke Realty 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.2
  4. Graphic
  5. Graphic
  6. Graphic
Form 8-K

 

 

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 25, 2012

 

 

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Indiana   1-9044   35-1740409

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

600 East 96th Street

Suite 100

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))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On April 25, 2012, 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 March 31, 2012. 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 April 26, 2012, the Company also held a conference call to discuss the Company’s financial results for the quarter ended March 31, 2012. 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 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Shareholders held on April 25, 2012 (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 2013 Annual Meeting of Shareholders:

 

    

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

Thomas J. Baltimore, Jr.

   123,114,720    86,570,632    222,736    24,610,392

William Cavanaugh III

   207,713,710    1,968,598    225,780    24,610,392

Alan H. Cohen

   208,695,534    982,852    229,702    24,610,392

Ngaire E. Cuneo

   202,614,559    7,068,374    225,155    24,610,392

Charles R. Eitel

   207,730,380    1,950,916    226,792    24,610,392

Martin C. Jischke, PhD

   208,631,498    1,046,040    230,550    24,610,392

Dennis D. Oklak

   199,111,600    10,396,610    399,878    24,610,392

Melanie R. Sabelhaus

   208,681,651    968,025    258,412    24,610,392

Peter M. Scott, III

   208,729,267    959,507    219,314    24,610,392

Jack R. Shaw

   208,721,041    963,231    223,816    24,610,392

Lynn C. Thurber

   208,745,983    915,211    246,894    24,610,392

Robert J. Woodward, Jr.

   208,695,667    976,378    236,043    24,610,392


2. To vote on a non-binding resolution to approve the compensation of the Company’s executive officers for 2011:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

199,392,007   10,088,294   427,787   24,610,392

 

3. To ratify the reappointment of KPMG LLP as the Company’s independent public accountants for the fiscal year 2012:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

232,675,678   1,517,586   325,216  

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
Number

  

Description

99.1    Duke Realty Corporation press release dated April 25, 2012, with respect to its financial results for the quarter ended March 31, 2012.*
99.2    Duke Realty Corporation transcript from the conference call held on April 26, 2012, with respect to its financial results for the year ended March 31, 2012.*

 

* 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.

 

2


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 thereunto duly authorized.

 

DUKE REALTY CORPORATION
By:   /S/    HOWARD L. FEINSAND
  Howard L. Feinsand
 

Executive Vice President, General Counsel

and Corporate Secretary

Dated: April 30, 2012


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Duke Realty Corporation press release dated April 25, 2012, with respect to its financial results for the quarter ended March 31, 2012.*
99.2    Duke Realty Corporation transcript from the conference call held on April 26, 2012, with respect to its financial results for the year ended March 31, 2012.*

 

* 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.
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