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

At the 2021 annual meeting of stockholders of Kilroy Realty Corporation (the "Company") held on May 20, 2021 (the "Annual Meeting"), the Company's stockholders approved a proposal to amend and restate the Company's bylaws to remove the Independent Committee approval requirement for certain related party transactions as set forth in Article III, Section 7 thereof, as such approval is separately governed by the Company's related party transactions policy, and to make certain ministerial conforming changes (the "Bylaw Amendment").

The Bylaw Amendment became effective upon approval by the Company's stockholders at the Annual Meeting.

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Seventh Amended and Restated Bylaws of Kilroy Realty Corporation, which are 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 2022 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                 90,836,204       2,234,595       5,042,339          3,951,998
Edward Brennan, PhD         78,003,699       19,990,043       119,396           3,951,998
Jolie Hunt                  89,211,335       8,783,772        118,031           3,951,998
Scott Ingraham              92,771,955       5,221,754        119,429           3,951,998
Louisa Ritter               97,758,217        236,889         118,032           3,951,998
Gary Stevenson              89,141,735       8,851,974        119,429           3,951,998
Peter Stoneberg             88,395,806       9,597,873        119,459           3,951,998

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



     For            Against         Abstain        Broker Non-Votes
  53,662,453       44,309,497       141,188           3,951,998

Proposal 3: Approval of 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.



     For            Against        Abstain        Broker Non-Votes
  97,941,737        40,076         131,325           3,951,998

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Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2021.



     For            Against        Abstain        Broker Non-Votes
  98,509,133       3,431,007       124,996              N/A

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. 3.1* Seventh Amended and Restated Bylaws of Kilroy Realty Corporation 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)




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*   Filed herewith.

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