Kilroy Realty Corporation
8-K on 05/21/2020   Download
SEC Document
SEC Filing
false--12-310001025996 0001025996 2020-05-19 2020-05-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 19, 2020
 
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Maryland
001-12675
95-4598246
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(I.R.S. Employer
Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064
(Address of principal executive offices) (Zip Code)

(310) 481-8400
(Registrant's telephone number, including area code)
 
 
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Name of each exchange on which registered
Ticker Symbol
Kilroy Realty Corporation
Common Stock, $.01 par value
New York Stock Exchange
KRC
 

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 (see General Instructions A.2.):
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))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)    Compensatory Arrangements with Certain Officers.

Kilroy Realty Corporation (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) on May 19, 2020. At the Annual Meeting, the stockholders of the Company approved an amended and restated Kilroy Realty 2006 Incentive Award Plan (the “Plan”). The amended and restated Plan reflects an increase in the limit on the aggregate number of shares of the Company’s common stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,500,000 shares so that the new aggregate share limit under the Plan is 10,720,000 shares.

The preceding summary of the Plan amendment is qualified in its entirety by reference to the full text of the amended and restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved a proposal to amend and restate the Company’s charter to increase the number of authorized shares of common stock the Company has the authority to issue from 150,000,000 to 280,000,000 (the “Authorized Common Stock Increase”). The availability of additional authorized but unissued shares of common stock pursuant to the Authorized Common Stock Increase enhances the Company’s flexibility in planning for future business needs.  In addition to the Authorized Common Stock Increase, the amendment and restatement of the Company’s charter (the “Charter Amendment”) included certain other conforming changes and minor updates that did not require approval of the Company’s stockholders.

The Company’s Articles of Amendment and Restatement were filed with the Department of Assessments and Taxation of the State of Maryland on May 20, 2020.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment and Restatement, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.

Proposal 1:    Election of directors, each to serve until the Company’s 2021 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.

Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
John Kilroy
 
86,492,425
 
7,337,142
 
5,605,296
 
963,495
Edward Brennan, PhD
 
86,517,872
 
12,879,699
 
37,292
 
963,495
Jolie Hunt
 
93,610,439
 
5,789,518
 
34,906
 
963,495
Scott Ingraham
 
96,762,173
 
2,635,366
 
37,324
 
963,495
Gary Stevenson
 
93,600,126
 
5,797,413
 
37,324
 
963,495
Peter Stoneberg
 
91,472,827
 
7,924,713
 
37,323
 
963,495

Proposal 2:    Approval, on an advisory basis, of the compensation of the Company's named executive officers.

For
 
Against
 
Abstain
 
Broker Non-Votes
48,900,171
 
50,487,226
 
47,466
 
963,495

Proposal 3:    Approval of the Amended and Restated 2006 Incentive Award Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
91,474,393
 
7,912,542
 
47,928
 
963,495






Proposal 4:    Approval of an amendment and restatement of the Company’s Charter to increase the number of shares of common stock that the Company is authorized to issue from 150,000,000 to 280,000,000.

For
 
Against
 
Abstain
 
Broker Non-Votes
97,367,460
 
3,014,137
 
16,761
 
0


Proposal 5:    Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2020.

For
 
Against
 
Abstain
 
Broker Non-Votes
98,293,641
 
2,072,086
 
32,631
 
N/A

Item 9.01    Financial Statements And Exhibits

(d) Exhibits.
3.1*
10.1†*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
_______________
*
Filed herewith.
Management contract or compensatory plan or arrangement.






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 hereunto duly authorized.
 
 
 
Kilroy Realty Corporation
 
 
Date: May 21, 2020
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Merryl E. Werber
 
 
 
 
 
 
Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller