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KILROY REALTY CORP Proxy Solicitation & Information Statement 2021

Apr 9, 2021

31009_rns_2021-04-09_9b4f3593-d0b4-4fe8-8c2b-130e56737d20.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d124946ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

KILROY REALTY CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary
materials.
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Your Vote Counts!
KILROY REALTY
CORPORATION 2021 Annual Meeting May 20, 2021 8:00 AM PDT www.virtualshareholdermeeting.com/KRC2021
KILROY REALTY
CORPORATION 12200 WEST OLYMPIC BOULEVARD SUITE 200 LOS ANGELES, CA 90064 ATTN: LAUREN STADLER
D34956-P49282

You invested in KILROY REALTY CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 20, 2021.

Get informed before you vote

View the 2020 Annual Report on Form 10-K, Notice & Proxy Statement online OR you can receive a free paper or email copy of voting material(s) by making a request prior to May 7, 2021. If you would like to request a copy of the voting material(s), you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not receive a paper or email copy.

  • Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting.

Please check the meeting materials for any special requirements for meeting attendance.

V1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming shareholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items Board Recommends
1. Election of Director Nominees
1a. John Kilroy For
1b. Edward Brennan, PhD For
1c. Jolie Hunt For
1d. Scott Ingraham For
1e. Louisa Ritter For
1f. Gary Stevenson For
1g. Peter Stoneberg For
2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers For
3. Approval of amendment and restatement of bylaws to remove Independent Committee approval requirement separately governed by the
Company’s related party transactions policy. For
4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending
December 31, 2021. For
NOTE: At their discretion,
the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D34957-P49282