8-K

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): October 1, 2020

CORPORATE OFFICE PROPERTIES TRUST

CORPORATE OFFICE PROPERTIES, L.P.

(Exact name of registrant as specified in its charter)

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:

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):

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 (Corporate Office Properties Trust) ☐

Emerging Growth Company (Corporate Office Properties, L.P.) ☐

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.

Corporate Office Properties Trust ☐

Corporate Office Properties, L.P. ☐

Item 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective October 1, 2020, the Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Company”) approved an increase in the Board’s size from eight members to nine members, and also elected Letitia A. Long, age 61, to the Board. The term of this Trustee will expire at the Company’s next annual shareholder meeting. The Company expects that Ms. Long will be nominated to stand for re-election at that time. Effective upon joining the Board, Ms. Long became 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 2020 annual meeting of shareholders.

Between 2010-2015, Ms. Long served as Director at the Department of Defense’s National Geospatial-Intelligence Agency (“NGA”) and, from 2006-2010, she served as Deputy Director at the Defense Intelligence Agency (“DIA”). Since 2015, she has served on the boards of several public and private companies.

Item 9.01.             Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

	6711 Columbia Gateway Drive, Suite 300
		Columbia, Maryland 21046
		Telephone 443-285-5400
		Facsimile 443-285-7650
		www.copt.com
		NYSE: OFC
	NEWS RELEASE
FOR IMMEDIATE RELEASE	IR Contacts:
	Stephanie Krewson-Kelly		Michelle Layne
	443-285-5453		443-285-5452
	stephanie.kelly@copt.com		michelle.layne@copt.com

COPT Elects Letitia A. Long to Board of Trustees

COLUMBIA, MD (BUSINESS WIRE) October 5, 2020 -- Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced that its Board of Trustees has elected Letitia A. Long to serve on the Company’s Board, effective October 1, 2020.

"We are honored to welcome to COPT’s Board of Trustees such an experienced and highly-regarded professional from the intelligence community," stated Thomas F. Brady, Chairman of the Board. "Ms. Long will be a valuable addition to the Board. We believe her knowledge of and experience in the U.S. Department of Defense and intelligence agencies will build on the Company’s perspectives in our defense strategy, and her experience as a public company board member will enrich our governance posture. We look forward to her contributions,” he stated.

Between 2010-2015, Ms. Long served as Director at the Department of Defense’s National Geospatial-Intelligence Agency (“NGA”) and, from 2006-2010, she served as Deputy Director at the Defense Intelligence Agency (“DIA”). From 1978-2006, she held increasingly senior roles at the DIA and within U.S. Naval Intelligence. Also, during the past five years, she served on the boards of several public and private companies, including Raytheon Company (NYSE: RTN), Parsons (NYSE: PSN), and Quadrint, Inc. Ms. Long received her bachelor’s of science degree in electrical engineering from Virginia Polytechnic Institute and State University in Blacksburg, VA, and her master’s degree in mechanical engineering from The Catholic University of America in Washington, DC.

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 it 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, 2020, the Company derived 88% of its core portfolio annualized rental revenue from Defense/IT Locations and 12% from its Regional Office Properties. As of the same date and including 15 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 172 office and data center shell properties encompassed 19.6 million square feet and was 94.7% leased; the Company also owned one wholesale data center with a critical load of 19.25 megawatts that was 90.6% 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, 2019 and subsequent Quarterly Reports on Form 10-Q.

Source: Corporate Office Properties Trust