KILROY REALTY CORP

Regulatory Filings • May 24, 2024

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

KILROY REALTY CORP ORATION

(Exact name of registrant as specified in its charter)

Maryland	001-12675	95-4598246
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

12200 W. Olympic Boulevard , Suite 200 , Los Angeles , California , 90064

(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	Common Stock, $.01 par value	New York Stock Exchange	KRC

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.

Date: May 24, 2024
By:	/s/ Merryl E. Werber
	Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller