ofc-202209140000860546false00008605462022-09-142022-09-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 14, 2022
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CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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| Maryland | | 1-14023 | | 23-2947217 |
| (State or other jurisdiction | | (Commission File | | (IRS Employer |
| of incorporation) | | Number) | | Identification No.) |
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6711 Columbia Gateway Drive, Suite 300, Columbia, MD | 21046 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (443) 285-5400
____________________________________________
Not applicable
(Former name or former address, if changed since last report.)
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):
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| ☐ | | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2022, the Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Company”) elected Essye B. Miller, age 59, to the Board effective October 1, 2022. Ms. Miller’s term on the Board will expire at the Company’s 2023 annual shareholder meeting, at which time she is expected to stand for re-election. Effective upon joining the Board, Ms. Miller will become eligible to receive the standard compensation provided by the Company to its other non-employee Trustees, as most recently disclosed in the Company’s proxy statement for its 2022 annual meeting of shareholders.
Ms. Miller served as the Principal Deputy Chief Information Officer for the Department of Defense (“DoD”) from 2018 until her retirement in 2020. She previously served as the DoD’s Deputy Chief Information Officer for Cybersecurity and the Department’s Senior Information Security Officer from 2016 until 2018, during which time she served as Acting Defense Chief Information Officer from December 2017 until May 2018. Since retiring from the DoD in 2020, Ms. Miller has served on the advisory boards of several public and private companies.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit Number | | Exhibit Title |
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| 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.
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| | CORPORATE OFFICE PROPERTIES TRUST |
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| /s/ Anthony Mifsud |
| | Anthony Mifsud |
| | Executive Vice President and Chief Financial Officer |
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| Date: | September 19, 2022 |
Exhibit 99.1
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| 6711 Columbia Gateway Drive, Suite 300 |
| Columbia, Maryland 21046 |
| Telephone 443-285-5400 |
| Facsimile 443-285-7650 |
| www.copt.com |
| NYSE: OFC |
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| | NEWS RELEASE |
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| FOR IMMEDIATE RELEASE | IR Contact: | |
| | Michelle Layne | |
| | 443-285-5452 | |
| | [email protected] | |
COPT Elects Essye B. Miller to Board of Trustees
COLUMBIA, MD (BUSINESS WIRE) September 19, 2022 - Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced that its Board of Trustees elected Essye B. Miller to serve on the Company’s Board, effective October 1, 2022.
“We are pleased to welcome to COPT’s Board of Trustees such an experienced and respected professional from the defense community,” stated Thomas F. Brady, Chairman of the Board. “Ms. Miller will be a valuable addition to the Board with her knowledge and experience in the U.S. Department of Defense, cybersecurity, and information technology. We look forward to her contributions and believe the Company will benefit from the perspectives she will bring from her respective fields and board advisory experience,” he stated.
From 2018-2020, Ms. Miller served as the Principal Deputy Chief Information Officer (“CIO”) for the Department of Defense (“DOD”), overseeing all matters of their $8 billion Cybersecurity Program. Prior to that, while serving as the Deputy CIO for Cybersecurity (“CISO”) from 2016-2018, she was appointed Acting DOD CIO in 2017. During her time as CISO, she established the DOD’s Cloud Computing Office and strategies, leading the digital modernization that accelerated the implementation of the U.S. national defense strategy.
Prior to the DOD, Ms. Miller was CISO and Director of Cybersecurity with the U.S. Department of the Army from 2015-2017, where she led every aspect of cybersecurity and IT strategy. From 2006-2014, she was Director of Information Management for the U.S. Department of the Air Force, directing their IT enterprise strategy and served as Chair of the prestigious Pentagon Architecture Configuration Control Board.
Since her retirement in 2020, Ms. Miller has been the President and CEO of Executive Business Management LLC that advises and provides strategic services to businesses, government agencies such as the DOD and non-government organizations.
Ms. Miller received her Honorary Doctor of Science from Talladega College, a Master of Business Administration from Troy State University and a Master of Strategic Studies from the U.S. Air Force, Air University. She is a Board Advisor to Dell, T-Mobile, Leidos, Hawkeye 360, Trellix, Millennium Corporation, Adobe, Insight Partners and Information Security and Privacy Advisory Board. She also advises as a non-profit board member for Concordance Academy and the National Cyber Scholarship Foundation.
About COPT
COPT is a REIT that owns, manages, leases, develops and selectively acquires office and data center properties. The majority of its portfolio is in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what the Company believes are growing, durable, priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban/urban-like submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of June 30, 2022, the Company derived 90% of its core portfolio annualized rental revenue from Defense/IT Locations and 10% from its Regional Office
Properties. As of the same date and including 19 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 186 properties encompassed 21.9 million square feet and was 93.7% leased.
Forward-Looking Information
This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements and the Company undertakes no obligation to update or supplement any forward-looking statements.
The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.