false00008605460001577966
0000860546
2020-03-16
2020-03-16
0000860546
srt:SubsidiariesMember
2020-03-16
2020-03-16
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 16, 2020
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. |
Effective March 16, 2020, Paul R. Adkins resigned from his position as Executive Vice President and Chief Operating Officer of Corporate Office Properties Trust (the “Company”). The Company will commence a search for candidates to replace Mr. Adkins and, in the interim, senior level employees will undertake his responsibilities.
In connection with his separation from the Company, Mr. Adkins and the Company entered into a Separation and Consulting Agreement (the “Separation Agreement”), pursuant to which Mr. Adkins will be entitled to receive a cash separation payment in the amount of Four Hundred Ninety Thousand Dollars ($490,000) which will be paid in equal installments throughout the remainder of the calendar year. All of Mr. Adkins’ outstanding, unvested performance-based or time-based equity grants (including stock, restricted share units and profit interest units) were terminated as of March 16, 2020.
Mr. Adkins’ receipt of the cash separation payment is conditioned on his continued compliance with the Separation Agreement, which includes a release of claims against the Company, as well as, confidentiality, non-disparagement, non-competition and other customary provisions.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 99.1.
On March 16, 2020, the Company issued a press release captioned “COPT Announces COO Transition.” A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by this reference.
| |
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 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 16, 2020 | Dated: | March 16, 2020 |