Kilroy Realty (KRC) Proxy filing summary

Executive summary

• Achieved highest annual leasing volume since 2019, signing 2.1M SF of leases in 2025, and completed $466M in property sales and $397M in acquisitions, ending the year with $1.3B in liquidity.

• Maintained carbon-neutral operations since 2020, received GRESB 5-Star recognition, and led the industry in ENERGY STAR NextGen certifications.

• Board refreshment included new Chair, new Compensation Committee Chair, and two new independent directors, enhancing expertise and diversity.

• Proactive stockholder engagement influenced compensation and governance enhancements.

Voting matters and shareholder proposals

• Election of eight directors, including two new nominees, with majority voting standard in uncontested elections.

• Approval of amendment and restatement of the 2006 Incentive Award Plan, increasing share reserve by 1.7M shares.

• Advisory approval of executive compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of eight directors post-meeting, with seven independent members and diverse backgrounds.

• Committees (Audit, Compensation, Governance) are composed solely of independent directors.

• Annual director elections, majority voting, proxy access, and robust stockholder rights.

• Regular board and committee self-evaluations and proactive refreshment practices.