d8k.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
16, 2009
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.
Promotion of Tyler H.
Rose
On
December 16, 2009, Tyler H. Rose was promoted to Executive Vice President and
Chief Financial Officer of Kilroy Realty Corporation (the
“Company”). Mr. Rose is succeeding Mr. Richard E. Moran Jr. who will
be leaving the employ of the Company on December 31, 2009.
Biographical
information for Mr. Rose can be located in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008 and Proxy Statement filed with the
Securities and Exchange Commission on April 13, 2009.
Resignation of Richard E.
Moran Jr.
On
December 16, 2009, Mr. Moran resigned his position as Executive Vice President,
Chief Financial Officer and Secretary of the Company for personal
reasons. His official date of separation from the Company as an
employee is December 31, 2009.
The
Company entered into a Separation Agreement and Release with Mr. Moran (the
“Separation Agreement”) on December 16, 2009. In the Separation
Agreement, the parties agreed that Mr. Moran is entitled to the separation
payments and benefits set forth in Section 6(c) of the Employment Agreement, as
amended (as previously filed on Form 8-K dated March 22, 2007 and Exhibit 10.61
to Form 10-K filed on February 12, 2009) based on a termination due to
disability.
Under the
terms of the Separation Agreement, Mr. Moran is also entitled to receive (i)
financial assistance with unreimbursed medical expenses and medical premiums
incurred by Mr. Moran and his spouse from 2010 to 2014, up to a maximum of
$250,000, (ii) reimbursement for expenses incurred in 2010 that are related to
tax and financial planning services, up to a maximum of $39,145 and (iii)
$240,000 as an additional past service, loyalty and cooperation
bonus. In exchange Mr. Moran agreed to cooperate with the Company in
transitioning his responsibilities and duties and with respect to any legal or
operational matters as the Company may request. The Separation
Agreement also contained a general release of claims and covenant not to sue the
Company by Mr. Moran, in addition to which, Mr. Moran is bound by customary
confidentiality, non-solicitation, non-disparagement and related
restrictions.
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:
December 21, 2009
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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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