8-K
Copt Defense Properties (CDP)
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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): March 5, 2021
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
| Corporate Office Properties Trust | Maryland | 1-14023 | 23-2947217 |
|---|---|---|---|
| (State or other jurisdiction of | (Commission File | (IRS Employer | |
| incorporation or organization) | Number) | Identification No.) | |
| Corporate Office Properties, L.P. | Delaware | 333-189188 | 23-2930022 |
| (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 (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 March 5, 2021, the Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Company”) approved an increase in the Board’s size from nine members to ten members, and also elected Raymond L. Owens, age 62, to the Board. Mr. Owens’ term on the Board will expire at the Company’s upcoming 2021 annual shareholder meeting, at which time he will stand for re-election. Effective upon joining the Board, Mr. Owens 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.
Mr. Owens retired after serving from 2007 to 2017, most recently as the Chief Investment Officer and Executive Vice President of Capital Markets, at Piedmont Office Realty Trust (NYSE: PDM), an owner, manager, developer, redeveloper and operator of Class A office properties located primarily in select sub-markets within seven major Eastern U.S. office markets.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Exhibit Title |
|---|---|
| 99.1 | Press Release datedMarch 8, 2021. |
| 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 registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORPORATE OFFICE PROPERTIES TRUST | CORPORATE OFFICE PROPERTIES, L.P. | ||
|---|---|---|---|
| By: Corporate Office Properties Trust, | |||
| its General Partner | |||
| /s/ Anthony Mifsud | /s/ Anthony Mifsud | ||
| Anthony Mifsud | Anthony Mifsud | ||
| Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Financial Officer | ||
| Dated: | March 8, 2021 | Dated: | March 8, 2021 |
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 Raymond L. Owens to Board of Trustees
COLUMBIA, MD (BUSINESS WIRE) March 8, 2021 - Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced that its Board of Trustees elected Raymond L. Owens to serve on the Company’s Board, effective March 5, 2021.
“We are honored to welcome such a highly experienced, well-regarded real estate professional to COPT’s Board of Trustees,” stated Thomas F. Brady, Chairman of the Board. “In addition to having served as an executive at another public office REIT, Ray brings a wealth of capital markets and investment experience to our Board. We are excited to work with him and look forward to benefiting from the valuable perspectives he will bring,” he stated.
Between 2007-2017, Mr. Owens served as the Executive Vice President of Capital Markets and as Chief Investment Officer at Piedmont Office Realty Trust (NYSE: PDM), an owner, manager, developer, redeveloper, and operator of Class A office properties located primarily in select sub-markets within seven major Eastern U.S. office markets. From 2002-2007, he was a Managing Director and Executive Vice President of Capital Markets at Wells Real Estate Funds (“Wells”). Prior to his tenure at Wells, Mr. Owens was a Senior Vice President at PM Realty Group, LP (1997-2002), and held managerial and leadership positions at other, well respected real estate organizations between 1982-2002. Mr. Owens received his Bachelor of Arts degree in economics from the University of Michigan in Ann Arbor, Michigan, in 1980, and his Master of Business Administration in Marketing and Real Estate from the Stephen M. Ross School of Business at the University of Michigan in 1982.
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 December 31, 2020, the Company derived 87% of its core portfolio annualized rental revenue from Defense/IT Locations and 13% from its Regional Office Properties. As of the same date and including 17 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 179 office and data center shell properties encompassed 20.8 million square feet and was 95.0% leased; the Company also owned one wholesale data center with a critical load of 19.25 megawatts that was 86.7% 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, 2020.