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 27, 2011

 

 

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Indiana		1-9044		35-1740409
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)
600 East 96th Street, Suite 100, Indianapolis, Indiana				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))

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On April 27, 2011, Duke Realty Corporation (the “Company”) issued a press release (the “Press Release”) announcing its results of operations and financial condition for the first quarter ended March 31, 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 April 28, 2011, the Company also held a conference call to discuss the Company’s financial results for the first quarter ended March 31, 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.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Shareholders held on April 27, 2011 (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 eleven directors to serve on the Company’s Board of Directors for a one-year term ending at the 2012 Annual Meeting of Shareholders:

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
Thomas J. Baltimore, Jr.			199,340,179				1,215,781				375,127				26,788,636
Barrington H. Branch			199,064,555				1,646,025				220,507				26,788,636
Geoffrey A. Button			196,002,723				4,711,263				217,101				26,788,636
William Cavanaugh III			199,045,679				1,664,038				221,370				26,788,636
Ngaire E. Cuneo			191,272,795				9,442,835				215,457				26,788,636
Charles R. Eitel			199,092,959				1,627,015				211,113				26,788,636
Martin C. Jischke, PhD			199,203,448				1,360,530				367,109				26,788,636
Dennis D. Oklak			193,590,426				7,101,034				239,627				26,788,636
Jack R. Shaw			199,294,635				1,263,691				372,761				26,788,636
Lynn C. Thurber			198,649,302				1,912,270				369,515				26,788,636
Robert J. Woodward, Jr.			199,299,064				1,246,127				385,896				26,788,636

 

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2.

To vote on a non-binding resolution to approve the compensation of the Company’s executive officers for 2010:

 

FOR		AGAINST		ABSTAIN				BROKER NON-VOTES
194,917,647		5,539,541			473,899				26,788,636

 

3.

To recommend the frequency with which shareholders will vote on non-binding resolutions to approve the compensation of the Company’s executive officers in future years:

 

1 YEAR		2 YEARS		3 YEARS				ABSTAIN				BROKER NON-VOTES
162,396,552		656,880			37,562,278				315,377				26,788,636

 

4.

To ratify the reappointment by the Board of Directors of KPMG LLP as the Company’s independent public accountants for the fiscal year 2011:

 

FOR		AGAINST		ABSTAIN				BROKER NON-VOTES
226,135,220		1,222,479			362,024

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1		Duke Realty Corporation press release dated April 27, 2011, with respect to its financial results for the first quarter ended March 31, 2011.*
99.2		Duke Realty Corporation transcript from the conference call held on April 28, 2011, with respect to its financial results for the first quarter ended March 31, 2011.*

 

*	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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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.

 

Dated: May 3, 2011