Document



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):  January 31, 2018
 
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
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
Identification No.)
 
Duke Realty Limited Partnership:
Indiana
 
0-20625
 
35-1898425
(State of
 
(Commission
 
(IRS Employer
Formation)
 
File Number)
 
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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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.
o







Item 2.02.    Results of Operations and Financial Condition.

On January 31, 2018, Duke Realty Corporation, an Indiana corporation (the “Company”), the sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”), issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter and year ended December 31, 2017. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

The information contained in this Item 2.02, including the related information set forth in the Press Release 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2018, the Company’s Board of Directors (the “Board”) increased the size of the Board from twelve members to fourteen members and, upon the recommendation of the Corporate Governance Committee, appointed (1) Mr. John P. Case, the Chief Executive Officer of Realty Income Corporation, a real estate investment trust that invests primarily in net lease single-tenant retail assets in the United States and (2) Mr. Chris Sultemeier, who served as Executive Vice President Logistics of Walmart Stores, Inc. between 2012 and 2018, to the Board. Messrs. Case and Sultemeier will serve as members of the Board until the 2018 annual meeting of shareholders of the Company or until their resignation or sooner removal and otherwise until their successors are elected and qualified. The Company expects that the Board will appoint each of Messrs. Case and Sultemeier to a Board committee at a future meeting.

Effective upon appointment, Messrs. Case and Sultemeier became eligible to receive the standard compensation provided by the Company to its other non-employee directors, as most recently disclosed in the Company’s proxy statement for its 2017 annual meeting of shareholders. There is no arrangement pursuant to which either Mr. Case or Mr. Sultemeier was selected as a director, and there have been no transactions regarding Mr. Case or Mr. Sultemeier that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits




Exhibit Number
Description
99.1
_________________________
*
The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.






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/ ANN C. DEE
 
 
Ann C. Dee
 
 
Executive Vice President, General Counsel and Corporate Secretary

 
DUKE REALTY LIMITED PARTNERSHIP
 
 
 
By: Duke Realty Corporation, its general partner
 
 
 
By:
/s/ ANN C. DEE
 
 
 
Ann C. Dee
 
 
 
Executive Vice President, General Counsel and Corporate Secretary
 


Dated: February 1, 2018