form8k_q12011.htm



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 5, 2011
 
 
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
 
Maryland
 
1-32268
 
11-3715772
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification Number)
         
30 S. Meridian Street
   
Suite 1100
   
Indianapolis, IN
 
46204
(Address of principal executive offices)
 
(Zip Code)
     
(317) 577-5600
(Registrant’s telephone number, including area code)
     
Not applicable
(Former name or former address, if changed since last report)
 
 
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 Instruction A.2. below):
 
 
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))
 

 
 


 

Item 2.02. Results of Operations and Financial Condition.
 
    On May 5, 2011, Kite Realty Group Trust (the “Company”) announced its consolidated financial results for the quarter ended March 31, 2011.  A copy of the Company’s press release is furnished as Exhibit 99.1 to this current report on Form 8-K.  A copy of the Company’s First Quarter 2011 Supplemental Disclosure is furnished as Exhibit 99.2 to this current report on Form 8-K.  The information contained in Item 2.02 of this current report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
The 2011 annual meeting of shareholders for Kite Realty Group Trust took place on May 3, 2011. At the meeting, shareholders elected seven trustees to serve one-year terms expiring at the 2012 annual meeting of shareholders. Each of the nominees as listed in the Company’s proxy statement was elected. The number of shares voted for or withheld as to each nominee was as follows:
 
Nominee
 
For
 
Withheld
         
John A. Kite
 
55,771,146
 
157,966
William E. Bindley
  54,684,215  
1,244,897
Dr. Richard A. Cosier
  55,818,739  
110,373
Eugene Golub
  54,713,327  
1,215,785
Gerald L. Moss
 
55,818,252
 
110,860
Michael L. Smith
 
54,714,615
 
1,214,497
Darell E. Zink, Jr.
  54,710,227  
1,218,885
 
 * There were a total of 2,445,584 Broker Non-Votes.
 
    At the annual meeting, the shareholders voted to ratify the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2011. The number of shares voted for, against, and abstaining on this proposal was as follows:
 
   
For
 
Against
 
Abstain
             
Ratification of Ernst & Young, LLP as the Company’s independent registered public accounting firm
 
58,225,841
  71,669  
7,534
 
   At the annual meeting, the shareholders voted on a non-binding resolution to approve the compensation of the Company's executive officers.  The number of shares voted for, against, and abstaining on this proposal was as follows:
 
   
For
 
Against
 
Abstain
             
Advisory vote on executive compensation
 
51,692,351
  4,158,671  
8,438
 
    At the annual meeting, the shareholders voted on a non-binding resolution on the frequency of the advisory vote to approve the compensation of the Company's executive officers in future years.  The number of shares voted for, against, and abstaining on this proposal was as follows:
 
   
1 Year
   2 Years  
3 Years
 
Abstain
                 
Advisory vote on the frequency of the advisory vote on executive compensation
  50,379,068   40,182   5,431,856  
8,354
 
 
Item 9.01. Financial Statements and Exhibits.
 
(a) Not applicable.
 
(b) Not applicable.
 
(c) Not applicable.
 
(d) Exhibits.
 
Exhibit No.
 
Description
99.1
 
Kite Realty Group Trust Press Release dated May 5, 2011
99.2
 
Kite Realty Group Trust First Quarter 2011 Supplemental Disclosure
 


 
 

 
 
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.
 
 
KITE REALTY GROUP TRUST
   
Date: May 5, 2011
By:
/s/ Daniel R. Sink
   
Daniel R. Sink
   
Executive Vice President,
   
Chief Financial Officer and Treasurer


 
 

 

EXHIBIT INDEX
 
Exhibit
 
Document
99.1
 
Kite Realty Group Trust Press Release dated May 5, 2011
99.2
 
Kite Realty Group Trust First Quarter 2011 Supplemental Disclosure