8-K
Copt Defense Properties (CDP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________________________________
FORM 8-K
__________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 13, 2021
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 1-14023 | 23-2947217 |
|---|---|---|
| (State or other jurisdiction of | (Commission File | (IRS Employer |
| incorporation or organization) | Number) | Identification No.) |
6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal executive offices)
(443) 285-5400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares of beneficial interest, $0.01 par value | OFC | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 13, 2021, Corporate Office Properties Trust (the “Company”) held its 2021 Annual Meeting of Shareholders. At such meeting, the shareholders voted on proposals relating to:
•the election of ten trustees, each for a one-year term;
•the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year; and
•an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on April 1, 2021.
The voting results at the meeting were as follows:
Proposal 1: Election of Trustees
| Name of Nominee | Shares For | Shares Against | Shares Withheld | Broker Non-Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Thomas F. Brady | 97,069,497 | 3,727,115 | 53,746 | 2,694,660 | ||||||
| Stephen E. Budorick | 98,788,386 | 2,008,226 | 53,746 | 2,694,660 | ||||||
| Robert L. Denton, Sr. | 95,441,998 | 5,354,613 | 53,747 | 2,694,660 | ||||||
| Philip L. Hawkins | 100,269,701 | 526,533 | 54,124 | 2,694,660 | ||||||
| David M. Jacobstein | 98,392,372 | 2,402,665 | 55,321 | 2,694,660 | ||||||
| Stephen D. Kesler | 96,155,797 | 4,640,814 | 53,747 | 2,694,660 | ||||||
| Letitia A. Long | 100,476,048 | 319,301 | 55,009 | 2,694,660 | ||||||
| Raymond L. Owens | 100,480,274 | 315,959 | 54,125 | 2,694,660 | ||||||
| C. Taylor Pickett | 100,073,484 | 724,033 | 52,841 | 2,694,660 | ||||||
| Lisa G. Trimberger | 100,092,345 | 704,265 | 53,748 | 2,694,660 | Votes Cast | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | ||||||
| For | Against | Abstain | ||||||||
| Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year | 100,495,846 | 2,989,288 | 59,884 | N/A | Votes Cast | |||||
| --- | --- | --- | --- | --- | ||||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers | 99,011,642 | 1,713,756 | 124,960 | 2,694,660 |
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Exhibit Title |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORPORATE OFFICE PROPERTIES TRUST | |
|---|---|
| /s/ Anthony Mifsud | |
| Anthony Mifsud | |
| Executive Vice President and Chief Financial Officer | |
| Dated: | May 18, 2021 |