Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements with Certain Officers.

Kilroy Realty Corporation (the "Company") held its 2020 annual meeting of stockholders (the "Annual Meeting") on May 19, 2020. At the Annual Meeting, the stockholders of the Company approved an amended and restated Kilroy Realty 2006 Incentive Award Plan (the "Plan"). The amended and restated Plan reflects an increase in the limit on the aggregate number of shares of the Company's common stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,500,000 shares so that the new aggregate share limit under the Plan is 10,720,000 shares.

The preceding summary of the Plan amendment is qualified in its entirety by reference to the full text of the amended and restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders approved a proposal to amend and restate the Company's charter to increase the number of authorized shares of common stock the Company has the authority to issue from 150,000,000 to 280,000,000 (the "Authorized Common Stock Increase"). The availability of additional authorized but unissued shares of common stock pursuant to the Authorized Common Stock Increase enhances the Company's flexibility in planning for future business needs. In addition to the Authorized Common Stock Increase, the amendment and restatement of the Company's charter (the "Charter Amendment") included certain other conforming changes and minor updates that did not require approval of the Company's stockholders.

The Company's Articles of Amendment and Restatement were filed with the Department of Assessments and Taxation of the State of Maryland on May 20, 2020.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment and Restatement, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.

Proposal 1: Election of directors, each to serve until the Company's 2021 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.



      Nominee            For        Against      Abstain    Broker Non-Votes
John Kilroy           86,492,425   7,337,142    5,605,296       963,495
Edward Brennan, PhD   86,517,872   12,879,699    37,292         963,495
Jolie Hunt            93,610,439   5,789,518     34,906         963,495
Scott Ingraham        96,762,173   2,635,366     37,324         963,495
Gary Stevenson        93,600,126   5,797,413     37,324         963,495
Peter Stoneberg       91,472,827   7,924,713     37,323         963,495

Proposal 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.



   For        Against     Abstain   Broker Non-Votes
48,900,171   50,487,226   47,466        963,495



Proposal 3:  Approval of the Amended and Restated 2006 Incentive Award Plan.

   For        Against    Abstain   Broker Non-Votes
91,474,393   7,912,542   47,928        963,495

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Proposal 4: Approval of an amendment and restatement of the Company's Charter to increase the number of shares of common stock that the Company is authorized to issue from 150,000,000 to 280,000,000.



   For        Against    Abstain   Broker Non-Votes
97,367,460   3,014,137   16,761           0

Proposal 5: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2020.

For Against Abstain Broker Non-Votes 98,293,641 2,072,086 32,631 N/A

Item 9.01 Financial Statements And Exhibits

(d) Exhibits. 3.1* Articles of Amendment and Restatement of Kilroy Realty Corporation 10.1†* Kilroy Realty 2006 Incentive Award Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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* Filed herewith.
† Management contract or compensatory plan or arrangement.

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