Washington, D.C.  20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2022

(Exact name of registrant as specified in its charter)
Maryland 1-1402323-2947217
(State or other jurisdiction (Commission File(IRS Employer
of incorporation) Number)Identification No.)

6711 Columbia Gateway Drive, Suite 300, Columbia, MD
(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):
 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par valueOFCNew 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 5.07.             Submission of Matters to a Vote of Security Holders

On May 12, 2022, Corporate Office Properties Trust (the “Company”) held its 2022 Annual Meeting of Shareholders. At such meeting, the shareholders voted on proposals relating to:

the election of nine trustees, each for a one-year term;
an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 31, 2022; and
the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.

The voting results at the meeting were as follows:

Proposal 1: Election of Trustees
Name of NomineeShares ForShares AgainstShares WithheldBroker Non-Votes
Thomas F. Brady98,282,188 4,451,880 33,465 2,070,090 
Stephen E. Budorick101,004,825 1,732,909 29,799 2,070,090 
Robert L. Denton, Sr.96,527,942 6,049,285 190,306 2,070,090 
Philip L. Hawkins101,935,688 799,145 32,700 2,070,090 
Stephen D. Kesler97,478,062 5,256,578 32,893 2,070,090 
Letitia A. Long100,375,886 2,356,914 34,733 2,070,090 
Raymond L. Owens102,148,709 586,126 32,698 2,070,090 
C. Taylor Pickett101,591,928 1,145,591 30,014 2,070,090 
Lisa G. Trimberger101,259,221 1,475,089 33,223 2,070,090 
Votes CastBroker Non-Votes
Proposal 2: Advisory Vote to Approve Compensation of Named Executive Officers 100,274,857 2,386,994 105,682 2,070,090 
Votes Cast
ForAgainstAbstainBroker Non-Votes
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year100,384,548 4,425,157 27,918 N/A

Item 9.01.             Financial Statements and Exhibits

(d)     Exhibits.

Exhibit Number Exhibit Title
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
/s/ Stephen E. Budorick
 Stephen E. Budorick
 President and Chief Executive Officer
Date:May 18, 2022