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 24, 2013

 

 

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

 

 

Duke Realty Corporation:

 

Indiana		1-9044		35-1740409
(State of Formation)		(Commission File Number)		(IRS Employer Identification No.)

Duke Realty Limited Partnership:

 

Indiana		0-20625		35-1898425
(State of Formation)		(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))

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On April 24, 2013, Duke Realty Corporation, an Indiana corporation (the “Company”), the sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership, issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter ended March 31, 2013. 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 25, 2013, the Company also held a conference call to discuss the Company’s financial results for the quarter ended March 31, 2013. 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 24, 2013 (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 2014 Annual Meeting of Shareholders:

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
Thomas J. Baltimore, Jr.			266,684,630				5,060,923				284,468				23,023,125
William Cavanaugh III			265,791,328				6,035,298				203,395				23,023,125
Alan H. Cohen			269,851,624				1,893,846				264,551				23,023,125
Ngaire E. Cuneo			263,007,928				8,814,190				207,903				23,023,125
Charles R. Eitel			268,461,260				3,357,017				211,744				23,023,125
Martin C. Jischke, PhD			269,696,543				2,044,293				289,185				23,023,125
Dennis D. Oklak			261,161,104				8,130,541				2,738,376				23,023,125
Melanie R. Sabelhaus			269,742,857				2,006,447				280,717				23,023,125
Peter M. Scott, III			269,934,315				1,808,685				287,021				23,023,125
Jack R. Shaw			269,821,919				1,921,366				286,736				23,023,125
Lynn C. Thurber			269,928,513				1,825,792				275,716				23,023,125
Robert J. Woodward, Jr.			268,322,160				3,484,052				223,809				23,023,125

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2. To vote on a non-binding resolution to approve the compensation of the Company’s executive officers for 2012:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	262,197,991				9,340,969				491,061				23,023,125

3. To ratify the reappointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year 2013:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	292,367,105				2,359,994				326,047				—

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
99.1		Duke Realty Corporation press release dated April 24, 2013, with respect to its financial results for the quarter ended March 31, 2013.*
99.2		Duke Realty Corporation transcript from the conference call held on April 25, 2013, with respect to its financial results for the quarter ended March 31, 2013.*

 

*	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: April 29, 2013

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Duke Realty Corporation press release dated April 24, 2013, with respect to its financial results for the quarter ended March 31, 2013.*
99.2		Duke Realty Corporation transcript from the conference call held on April 24, 2013, with respect to its financial results for the quarter ended March 31, 2013.*

 

*	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.