d8k2.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):
December
26, 2007
KILROY
REALTY CORPORATION
(Exact
name of registrant as specified in its charter)
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Maryland
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1-12675
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95-4598246
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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12200
W. Olympic Boulevard, Suite 200, Los Angeles,
California
90064
(Address
of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code: (310) 481-8400
N/A
(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 Instructions A.2.):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e)
On December 26, the Board of
Directors of Kilroy Realty Corporation (the “Company”) approved a Stock Award
Deferral Program (the “Program”) under the Company’s 2006 Incentive Award Plan
(the “Plan”), effective as of December 26, 2007. Under the Program,
directors, management employees serving at the level of Vice President or higher
and certain other designated employees of the Company (“Participants”) may defer
receipt of restricted stock awards that may be granted under the Plan in the
future (“Stock Awards”) by electing to receive an equivalent number of
restricted stock units (“RSUs”) in lieu of such Stock
Awards.
Elections
to receive RSUs in lieu of
Stock Awards typically must be made on or before December 31stof
the year preceding the year of
performance of the services in respect of which such Stock Awards are earned,
except that elections with respect to Stock Awards that constitute
“performance-based compensation” (within the meaning of Internal Revenue Code
Section 409A (“Section 409A”)) may be made until six months prior to the end of
the applicable performance period. In addition, newly eligible
Participants may make deferral elections up to thirty days after they first
become eligible to participate in the Program.
Each
RSU issued under the Program
represents the right to receive one share of the Company’s common stock in the
future and will be subject to the same vesting conditions as would have applied
to the Stock Award in lieu of which such RSU is issued. In addition,
RSUs carry with them the right to receive dividend equivalents that credit
Participants, upon the Company’s payment of dividends with respect to the shares
underlying the Participant’s RSUs, with additional, fully-vested RSUs equal to
the value of the dividend paid in respect of such shares.
The
shares of common stock underlying
the RSUs shall, to the extent vested (except as provided below), be distributed
to the Participant upon the earliest to occur of: (i) termination of the
Participant’s employment or directorship, (ii) the occurrence of a change of
control event, (iii) the date specified by the Participant upon making the
election (which must be at least two years after the start of the year in which
the underlying Stock Award is earned) or (iv) the Participant’s death or
disability. If the first such event to occur is a date specified by
the Participant and such specified date occurs prior to the vesting of some
or
all of the RSUs, then restricted stock subject to the same vesting terms as
those applicable to such RSUs will be issued to the Participant in respect
of
any such unvested RSUs. Unvested RSUs (and restricted stock issued in
respect of unvested RSUs) will generally be forfeited upon a termination of
employment or directorship, as applicable (subject to any accelerated vesting
that occurs in connection with such a termination).
Deferral
elections are generally
irrevocable once made, however, delivery of shares in respect of RSUs may be
accelerated in the event of certain unforeseeable emergencies and may be delayed
in connection with the termination of certain key employees, each in accordance
with the provisions of Section 409A. Participants may vary deferrals
and distribution dates with respect to Stock Awards earned in different years
or
during different performance periods, as applicable. In addition,
Participants may, with the administrator’s consent and to the extent permitted
under Section 409A, re-defer the delivery of shares underlying their RSUs for
a
minimum of five additional years.
The
foregoing description of the Stock
Award Deferral Program is qualified in its entirety by the full text of such
document, which is filed as Exhibit 10.1to
this report and is hereby
incorporated by
referenceherein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Kilroy
Realty Corporation Stock
Award Deferral Program
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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.
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KILROY
REALTY CORPORATION
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Date:
January 2, 2008
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By:
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/s/
Heidi R. Roth |
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Heidi
R. Roth
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Senior
Vice President and Controller
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