Kilroy Realty Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KRC
Real Estate Investment Trusts
Real Estate
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 22, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | |||||||||
(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 | |||||||||||
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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Ticker Symbol | Name of each exchange on which registered | ||||||
| Common Stock, $.01 par value | KRC | New York Stock Exchange | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
(a)Kilroy Realty Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on May 22, 2024.
(b)Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.
Proposal 1: Each director nominee named below was elected to serve until the Company’s 2025 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Angela M. Aman | 108,061,290 | 394,791 | 83,923 | 2,836,315 | ||||||||||||||||||||||
| Edward F. Brennan, PhD | 94,372,188 | 14,082,005 | 85,811 | 2,836,315 | ||||||||||||||||||||||
| Daryl J. Carter | 108,348,635 | 107,690 | 83,679 | 2,836,315 | ||||||||||||||||||||||
| Jolie A. Hunt | 101,862,063 | 6,594,425 | 83,516 | 2,836,315 | ||||||||||||||||||||||
| Scott S. Ingraham | 101,715,760 | 6,741,189 | 83,055 | 2,836,315 | ||||||||||||||||||||||
| Louisa G. Ritter | 101,873,994 | 6,583,021 | 82,989 | 2,836,315 | ||||||||||||||||||||||
| Gary R. Stevenson | 101,485,226 | 6,968,378 | 86,400 | 2,836,315 | ||||||||||||||||||||||
| Peter B. Stoneberg | 106,496,379 | 1,960,263 | 83,362 | 2,836,315 | ||||||||||||||||||||||
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 55,623,797 | 52,827,450 | 88,757 | 2,836,315 | |||||||||||||||||
Proposal 3: Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 106,435,696 | 4,850,752 | 89,871 | 0 | |||||||||||||||||
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 24, 2024 | ||||||||||||||||||||
| By: | /s/ Merryl E. Werber | |||||||||||||||||||
| Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller | ||||||||||||||||||||