UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 1827, 2022

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Duke Realty Corporation:

Indiana

1-9044

35-1740409

(State of

(Commission

(IRS Employer

Formation)

File Number)

Identification No.)

Duke Realty Limited Partnership:

Indiana

0-20625

35-1898425

(State of

(Commission

(IRS Employer

Formation)

File Number)

Identification No.)

8711 River Crossing Blvd. Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

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:

☐ 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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DRE	The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On July 1827, 2022, Duke Realty Corporation, ~~(the~~an ~~“Company”)~~Indiana ~~entered~~corporation ~~into a letter agreement~~ (the “~~Amendment~~Company”) ~~with Mr. Steven W. Schnur~~, the ~~Company’s~~sole ~~Executive~~general ~~Vice~~partner ~~President~~of ~~and~~Duke ~~Chief~~Realty ~~Operating~~Limited ~~Officer~~Partnership, toan ~~amend~~Indiana ~~the~~limited ~~Amended~~partnership ~~and Restated Severance Agreement between~~ (the ~~Company~~“Operating ~~and Mr. Schnur~~Partnership”), ~~dated~~issued asa ofpress ~~January~~release ~~30, 2019~~ (the “~~Severance~~Press ~~Agreement~~Release”), toannouncing ~~eliminate~~its ~~the~~results ~~provision that conditions the receipt~~ of aoperations ~~healthcare stipend~~ and a financial ~~advisory~~condition ~~stipend~~for onthe ~~being~~quarter ~~eligible~~ended ~~for~~June ~~retirement~~30, 2022. A ~~form~~copy of the ~~Severance~~Press ~~Agreement~~Release ~~was~~is ~~previously~~attached ~~filed~~hereto ~~with the Securities and Exchange Commission~~ as Exhibit 1099.1 toand ~~the~~is ~~Company’s~~incorporated ~~Form~~into ~~8-K~~this ~~filed~~Item ~~January~~2.02 ~~31,~~by ~~2019~~this reference.

The ~~Amendment~~information ~~provides~~contained ~~that~~ in ~~the~~this ~~event~~Item Mr2. ~~Schnur’s employment terminates for any reason other than for cause or due to his death~~02, ~~Mr.~~including ~~Schnur~~the ~~will~~related beinformation ~~entitled~~set toforth ~~receive,~~ in ~~addition to~~ the ~~severance~~Press ~~payments~~Release ~~provided~~attached ~~pursuant~~hereto toand ~~the~~incorporated ~~terms~~by ofreference ~~the Severance Agreement~~herein, ~~a healthcare stipend and a financial advisory stipend during the severance period. The healthcare stipend~~ is ~~equal~~being to“furnished” ~~the difference between (a) the cost Mr. Schnur would have to pay to continue participation in the Company’s group medical, dental, vison~~ and~~/or~~ ~~prescription~~shall ~~drug~~not ~~benefits~~be ~~for~~deemed ~~Mr. Schnur and his eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (~~“~~COBRA~~filed”) for athe ~~period~~purposes of 36Section ~~months~~18 ~~and~~of ~~(b)~~ the ~~active~~Securities ~~associate~~Exchange ~~rate~~Act ~~for~~of ~~such coverage~~1934, ~~calculated~~as ~~using~~amended (the ~~monthly~~“Exchange ~~COBRA~~Act”), ~~cost~~or ~~and~~otherwise. ~~active~~The ~~associate~~information ~~rate~~in onthis ~~the~~Item ~~date of Mr~~2.02 ~~Schnur’s~~shall ~~termination~~not ~~of employment. The healthcare stipend will~~ be ~~reduced~~incorporated by ~~50%~~reference ~~for~~into ~~months~~any ~~during~~registration ~~the~~statement ~~severance period in which Mr. Schnur would be age 65~~ or ~~over. The~~other ~~financial~~document ~~advisory~~pursuant ~~stipend is equal~~ to the ~~cost~~Securities ~~the~~Act ~~Company~~of ~~would~~1933, ~~have~~as toamended, ~~pay~~or tointo ~~provide~~any ~~Mr.~~filing ~~Schnur~~or ~~the~~other ~~financial~~document ~~advisory~~pursuant ~~services it provides generally~~ to ~~executive~~the ~~officers~~Exchange ~~for a period of 36 months~~Act, ~~calculated~~except ~~using the annual cost for such services in the year in which Mr. Schnur’s termination date occurs. Except~~ as ~~modified~~otherwise byexpressly ~~the~~stated ~~Amendment, the terms and conditions of the Severance Agreement remain unmodified and~~ in ~~full~~any ~~force~~such ~~and effect~~filing.

~~The~~Item ~~foregoing~~9.01. Financial ~~summary~~Statements ~~of the Amendment does not purport to be a complete description~~ and isOther ~~qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 10~~Exhibits.~~1 and is incorporated herein by reference.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
10.1			Letter Agreement, dated as of July 18, 2022, between Duke Realty Corporation and Steven W. Schnur.
99.1			Duke Realty Corporation press release dated July 27, 2022, with respect to its financial results for the quarter ended June 30, 2022.*
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

_________________________

* The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

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.


DUKE REALTY CORPORATION
By: /s/ ANN C. DEE
Ann C. Dee
Executive Vice President, General Counsel and Corporate Secretary

DUKE REALTY LIMITED PARTNERSHIP
By: Duke Realty Corporation, its general partner

By: /s/ ANN C. DEE
Ann C. Dee
Executive Vice President, General Counsel and Corporate Secretary

Dated: July 2128, 2022

Filing Compare · DUKE REALTY CORP