Kilroy Realty Corporation (KRC) Earnings Call Transcript & Summary

Good morning, and welcome to the Kilroy Realty Corporation's 2021 Virtual Stockholders Meeting. I would now like to introduce the first presenter, Lauren Stadler.

Good morning. I'm Lauren Stadler, Senior Vice President, Corporate Counsel for Kilroy Realty Corporation, and I would like to welcome you to our 2021 Virtual Annual Stockholders Meeting. I'd like to begin by introducing the members of our Board of Directors, who have all joined us remotely. Chairman of the Board and Chief Executive Officer of the company, John Kilroy; Lead Independent Director of the Board, Dr. Edward Brennan; Jolie Hunt; Scott Ingraham; Louisa Ritter; Gary Stevenson; and Peter Stoneberg. Also participating in today's meeting are Tyler Rose, our President, who will act as secretary of today's meeting. A representative from Broadridge Financial Solutions has been appointed to serve as the inspector of election; and a representative from our independent auditor, Deloitte & Touche. I would now like to welcome our Chairman and CEO, John Kilroy, who will call our meeting to order.

Thank you, Lauren, and thank you to the rest of our Board as well as our stockholders who have joined us today. I'd like to call the 2021 annual meeting to order and turn the meeting back over to Lauren, who will cover the business portion of today's meeting. Lauren?

Thank you, John. Notice of today's meeting was duly given to all common stockholders of record on March 8, 2021, and the inspector of election has certified that a quorum of those stockholders is present today. To ensure that our meeting today is conducted in an orderly manner, we'll follow the agenda and rules of conduct of meeting, which will allow us to treat all stockholders fairly and ensure an informative meeting for everyone. The rules of conduct of meeting are provided on the web portal. Please note that rule #3 provides that only stockholders of record as of the record date or their proxy holders may address the meeting in the designated field on the web portal and only during the designated question-and-answer session. Out of consideration for others, please limit yourself to one question per proposal. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The next order of business is the description of the matters to be voted on at today's meeting. The proposals to be voted on today are as follows: one, the election of 7 nominees to the Board for a term ending at the company's next annual meeting in 2022 and until their respective successors have been elected and qualified; two, an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement; three, the approval of the amendment and restatement of the company's bylaws to remove the independent committee approval requirement separately governed by the company's related party transactions policy; and four, ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2021. Biographical information about each of the director nominees and detailed information about each of the other proposals is included in the proxy statement furnished to all stockholders as of the record date beginning on April 9. All of the proposals are now before the meeting. At this time, the polls are open for voting on all proposals set forth in the proxy statement. [Voting]

All stockholders entitled to vote at this meeting have the ability to do so online. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the Vote button on the web portal and following the instructions there. If you already voted by proxy, then there is no need to vote at this time. After voting has been completed on all matters on the agenda, we will close the polls and provide the preliminary voting results. We will close the polls and provide the preliminary voting results. While the polls are still open, I would like to open the floor for questions regarding the proposals. Please keep in mind that only questions related to the proposals to be voted upon at today's meeting will be answered subject to time constraints. Thank you. Since no questions were received, this concludes our Q&A session. Since there are no more proposal-related questions, we will now pause the meeting to allow for stockholders to complete their voting. Now that everyone has had the opportunity to vote, the polls are now closed. The inspector of elections has provided the preliminary voting results for today's meeting, which indicate that all 7 director nominees have received a majority of the votes cast and have been elected to our Board for a 1-year term expiring at the next annual meeting of stockholders in the year 2022 and until their respective successors have been elected and qualified. The advisory vote to approve the compensation of the company's named executive officers has received the affirmative vote of a majority of the votes cast in the meeting. The approval of the amendment and restatement of the bylaws to remove the independent committee approval requirements separately governed by the company's related party transactions policy has received the affirmative vote, a majority of the votes cast at the meeting. And a majority of the votes cast at the meeting have voted to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2021. The final results of the voting will be filed with the SEC on a current report on Form 8-K. I would now like to turn the meeting back over to John Kilroy.

This concludes our meeting. There being no further business to come before the meeting, I declare the meeting adjourned. Thank you for joining us today. We look forward to hosting you at next year's meeting.

Thank you. Kilroy Realty Corporation's Virtual [ Annual ] Holders Stock Meeting has now come to an end. You may now disconnect from the meeting.