DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12


Duke Realty Corporation

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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2)  Aggregate number of securities to which transaction applies:

 

 

 

3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

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¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 25, 2012.

 

 

DUKE REALTY CORPORATION

 

 

 

 

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DUKE REALTY CORPORATION

ATTN: INVESTOR RELATIONS

600 EAST 96TH STREET-SUITE 100

INDIANAPOLIS, IN 46240

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  Meeting Information      
 

 

Meeting Type:          Annual Meeting

     
 

 

For holders as of:    February 27, 2012

     
 

 

Date:  April 25, 2012        Time:  3:00 PM EDT

     
 

 

Location:    Conrad Indianapolis

     
 

    50 West Washington Street

    Indianapolis, IN 46204

 

     
   

 

You are receiving this communication because you hold shares in the above named company.

   
 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   
     
 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

   
  See the reverse side of this notice to obtain proxy materials and voting instructions.    

 

 


     

— Before You Vote  —

How to Access the Proxy Materials

 

 

 

 

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Proxy Materials Available to VIEW or RECEIVE:

ANNUAL REPORT TO SHAREHOLDERS      NOTICE AND PROXY STATEMENT

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

     

1) BY INTERNET:

     www.proxyvote.com       
     

2) BY TELEPHONE:

     1-800-579-1639       
     

3) BY E-MAIL*:

     sendmaterial@proxyvote.com       
     

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

       

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2012 to facilitate timely delivery.

 

         

— How To Vote  —

Please Choose One of the Following Voting Methods

 

       

 

Vote In Person: If you would like to attend the annual meeting and vote in person, please contact the Company at (317) 808-6063 (Attention: Ms. Barb Jackson) for directions to the annual meeting. You are entitled to attend the annual meeting only if you were a shareholder as of the close of business on February 27, 2012 or hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. If you are not a shareholder of record, but hold shares through a broker, trustee or nominee, you must provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to February 27, 2012 or similar evidence of ownership. If you do not provide photo identification and comply with the others procedures outlined above, you will not be admitted to the annual meeting. At the meeting, you will need to request a ballot to vote these shares.

     

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

                           


   

 

Voting Items

 

           
 

 

  The Board of Directors recommends you vote FOR the following proposals:

      
 

 

  1.    Election of Directors

      
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 1a.  Thomas J. Baltimore, Jr

 

 1b.  William Cavanaugh III

 

 1c.  Alan H. Cohen

 

 1d.  Ngaire E. Cuneo

 

 1e.  Charles R. Eitel

 

 1f.   Martin C. Jischke, PhD

 

 1g.  Dennis D. Oklak

 

 1h.  Melanie R. Sabelhaus

 

 1i.   Peter M. Scott, III

 

 1j.   Jack R. Shaw

 

 1k.  Lynn C. Thurber

 

 1l.   Robert J. Woodward, Jr.

 

         
 

 

  2.    Resolved, that shareholders approve the compensation of the Company’s named executive officers as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in the Proxy Statement.

 

 

  3.    To ratify the reappointment of KPMG LLP as the Company’s independent public accountants for the fiscal year 2012.

 

NOTE: The Board of Directors may transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

      
        


 

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