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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): 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. ☐

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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).

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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