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DCT INDUSTRIAL TRUST INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

May 5, 2014



Item 8.01 Other Matters.

The Board of Directors (the "Board") of DCT Industrial Trust Inc. (the "Company") (NYSE: DCT), in connection with its regular review of the Company's corporate governance structure, has made the changes described below in order to further align the Company's corporate governance structure with the interests of the Company's stockholders.

Prohibition on Classification of Board

The Board has adopted a resolution prohibiting the Company from electing to be subject to Section 3-803 of the Maryland General Corporation Law (the "MGCL"). Section 3-803 of the MGCL, together with other provisions of Subtitle 8 of Title 3 of the MGCL, permits the board of directors of a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to classify the board of directors without stockholder approval notwithstanding any contrary provision in the charter or bylaws. By adopting this resolution, the Company will be prohibited from classifying the Board without first obtaining stockholder approval. On May 5, 2014, the Company filed the Articles Supplementary, attached hereto as Exhibit 3.1, to the charter of the Company with the State Department of Assessments and Taxation of Maryland reflecting the adoption of this resolution.

The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference.

Expanded Anti-Hedging and Anti-Pledging Policy

The Board expanded the Company's existing anti-hedging and anti-pledging policies by (i) subjecting all employees of the Company (as opposed to just directors and executive officers) to the anti-hedging policy, (ii) eliminating the ability of the Audit Committee of the Board to make exceptions to the anti-hedging policy, and (iii) eliminating the ability of the Company's compliance officer to make exceptions to the anti-pledging policy for executive officers and directors. None of the Company's directors or executive officers have engaged in any hedging transactions with respect to the Company's stock or pledged any shares of the Company's stock, nor is the Company aware of any of its employees engaging in hedging transactions. Accordingly, this expansion of the Company's existing anti-hedging and anti-pledging policies further formalizes the practices that the Company believes its employees, executive officers and directors had already been observing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number Description of Exhibits +3.1 Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on May 5, 2014 + Filed herewith.



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