Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New President OnDecember 29, 2020 , the board of directors (the "Board of Directors") ofKilroy Realty Corporation (the "Company") appointedTyler H. Rose , who most recently served as the Company's Executive Vice President, Chief Financial Officer and Secretary, to a newly created role as President, effective immediately.Mr. Rose will also continue to serve as the Secretary of the Company.Mr. Rose's biographical information is described in the Company's definitive proxy statement on Schedule 14A, filed with theSecurities and Exchange Commission (the "SEC") onApril 8, 2020 . In connection with his appointment to President,Mr. Rose's annual base salary will be increased from$550,000 to$600,000 . There are no arrangements or understandings betweenMr. Rose and any other person pursuant to whichMr. Rose was appointed as President and, other than as disclosed in the Company's definitive proxy statement on Schedule 14A filed with theSEC onApril 8, 2020 , there are no transactions in whichMr. Rose has an interest that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists betweenMr. Rose and any director or other executive officer of the Company. Concurrently with the Board of Directors' appointment ofMr. Rose as President,John Kilroy relinquished the position of President.Mr. Kilroy will continue to serve as Chief Executive Officer and Chairman of the Board of Directors. Appointment of New Senior Vice President, Chief Financial Officer and Treasurer Additionally, onDecember 29, 2020 , the Board of Directors appointedMichelle Ngo , who most recently served as the Company's Treasurer, to serve as the Company's Senior Vice President, Chief Financial Officer and Treasurer, effective immediately, succeedingMr. Rose in the role of Chief Financial Officer of the Company and the principal financial officer of the Company andKilroy Realty, L.P. (the "Operating Partnership").Ms. Ngo , age 43, has been with the Company sinceJune 2006 , and has served as the Company's Treasurer since the beginning of 2010. In connection with her appointment to Senior Vice President, Chief Financial Officer and Treasurer,Ms. Ngo's annual base salary will be increased from$310,000 to$400,000 .Ms. Ngo will also enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with theSEC as Exhibit 10.89 of the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2009 , filed with theSEC onFebruary 11, 2010 . There are no arrangements or understandings betweenMs. Ngo and any other person pursuant to whichMs. Ngo was appointed as Senior Vice President, Chief Financial Officer and Treasurer and there are no transactions in whichMs. Ngo has an interest that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists betweenMs. Ngo and any director or other executive officer of the Company.
Item 5.03. Amendments to Articles of Incorporate or Bylaws; Change in Fiscal
Year.
On
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 3.1* Sixth Amended and Restated Bylaws ofKilroy Realty Corporation , effective as ofDecember 29, 2020 99.1** Press Release, datedDecember 30, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith.
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