Item 2.02. Results of Operations and Financial Condition.
On January 29, 2020, 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, 2019. 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 29, 2020, the Company's Board of Directors (the "Board") increased
the size of the Board from twelve members to thirteen members and, upon the
recommendation of the Corporate Governance Committee, appointed Ms. Tamara D.
Fischer, President and Chief Executive Officer of National Storage Affiliates
Trust, to the Board. Ms. Fischer will serve as a member of the Board until the
2020 annual meeting of shareholders of the Company or until her resignation or
sooner removal and otherwise until her successor is elected and qualified. On
January 29, 2020, the Board also determined that Ms. Fischer meets the
independence standards of the New York Stock Exchange and the Company's
Corporate Governance Guidelines. The Company expects that the Board will appoint
Ms. Fischer to a Board committee at a future meeting.
Effective upon appointment, Ms. Fischer 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 2019 annual
meeting of shareholders; provided that, for 2020, the annual grant of restricted
stock for non-employee directors has been increased to $135,000. There is no
arrangement pursuant to which Ms. Fischer was selected as a director, and there
have been no transactions regarding Ms. Fischer 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 Duke Realty Corporation press release dated January 29, 2020, with
respect to its financial results for the quarter and year ended
December 31, 2019.*
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
_________________________
* 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses