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

Duke Realty Corporation (the "Company") held a special meeting of shareholders (the "Special Meeting") on September 28, 2022. At the Special Meeting, the Company's shareholders voted on three proposals, each of which is described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 2, 2022. As of the close of business on August 8, 2022, the record date for the Special Meeting, there were 384,992,716 shares of common stock, par value $0.01 per share, of the Company ("Common Stock") outstanding, which were each entitled to one vote with respect to each proposal at the Special Meeting. Holders of 330,058,372 shares of Common Stock were present at the Special Meeting virtually or by proxy, representing 85.73% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company's shareholders were asked to consider and vote on the following matters:



     •    a proposal to approve the Agreement and Plan of Merger (including the
          plan of merger set forth therein), dated as of June 11, 2022, as amended
          from time to time, by and among Prologis, Inc. ("Prologis"), the Company
          and the other parties thereto (the "Merger Agreement"), and the
          transactions contemplated thereby, including the merger (the "Merger") of
          the Company with and into Compton Merger Sub LLC, a Delaware limited
          liability company and wholly owned subsidiary of Prologis ("Prologis
          Merger Sub"), with Prologis Merger Sub continuing as the surviving
          entity, on the terms and conditions set forth in the Merger Agreement
          (the "Merger Agreement Proposal");



     •    a
          non-binding
          advisory proposal to approve the compensation that may be paid or become
          payable to the Company's named executive officers in connection with the
          Merger and the other transactions contemplated by the Merger Agreement
          (the "Advisory Compensation Proposal"); and



     •    a proposal to approve one or more adjournments of the Special Meeting to
          another date, time or place, if necessary or appropriate, to solicit
          additional proxies in favor of the Merger Agreement Proposal (the
          "Adjournment Proposal").

At the Special Meeting, the Company's shareholders approved the Merger Agreement Proposal and the Adjournment Proposal. The Advisory Compensation Proposal was not approved by the Company's shareholders. Because there were sufficient votes to approve the Merger Agreement Proposal, it was not necessary to adjourn the Special Meeting.

The final voting results for each proposal are set forth below.

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Merger Agreement Proposal

At the Special Meeting, the Company's shareholders voted to approve the Merger Agreement Proposal. The table below sets forth the voting results for this proposal:




 Votes For    Votes Against   Abstentions
329,034,043      870,448        153,881

Advisory Compensation Proposal

At the Special Meeting, the Advisory Compensation Proposal did not receive the requisite vote of the Company's shareholders and therefore was not approved. The table below sets forth the voting results for this proposal:




Votes For    Votes Against   Abstentions
27,540,877    302,000,939      516,556


Adjournment Proposal

At the Special Meeting, the Company's shareholders voted to approve the Adjournment Proposal. The table below sets forth the voting results for this proposal:




 Votes For    Votes Against   Abstentions
302,524,561    27,259,666       274,145

Because none of the proposals were "routine" matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on October 3, 2022.




Item 8.01. Other Events

On September 28, 2022, the Company and Prologis issued a joint press release announcing the results of the voting at the Special Meeting and at the special meeting of stockholders of Prologis, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits


Exhibit
Number                                Exhibit Description

99.1           Joint Press Release, dated September 28, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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