ofc-20230511

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 11, 2023

____________________________________________

CORPORATE OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland

1-14023

23-2947217

(State or other jurisdiction

(Commission File

(IRS Employer

of incorporation)

Number)

Identification No.)


6711 Columbia Gateway Drive, Suite 300, Columbia, MD			21046
(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 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

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 11, 2023, Corporate Office Properties Trust (the “Company”) held its 2023 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;

•an advisory vote on the frequency of future advisory votes on executive compensation;

•an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 30, 2023; 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 Nominee	Shares For	Shares Against	Shares Withheld	Broker Non-Votes
Thomas F. Brady	99,033,619	5,430,976	76,807	1,902,367
Stephen E. Budorick	102,202,922	2,271,995	66,485	1,902,367
Robert L. Denton, Sr.	97,810,183	6,650,124	81,095	1,902,367
Philip L. Hawkins	103,372,077	1,099,310	70,015	1,902,367
Stephen D. Kesler	99,278,717	5,181,590	81,095	1,902,367
Letitia A. Long	102,173,922	2,296,726	70,754	1,902,367
Essye B. Miller	103,921,274	549,609	70,519	1,902,367
Raymond L. Owens	103,628,823	846,951	65,628	1,902,367
C. Taylor Pickett	102,930,900	1,533,063	77,439	1,902,367
Lisa G. Trimberger	102,683,528	1,786,601	71,273	1,902,367

Votes Cast

Broker Non-Votes

1 Year

2 Years

3 Years

Abstain

Proposal 2: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

102,121,146

35,299

2,318,916

66,041

N/A


	Votes Cast			Broker Non-Votes
	For	Against	Abstain
Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers	102,032,681	2,427,364	81,357	1,902,367

Votes Cast

Broker Non-Votes

For

Against

Abstain

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year

101,496,756

4,878,615

68,398

N/A

In accordance with the results of the advisory vote on frequency of future advisory votes on executive compensation set forth above, the Company's Board of Trustees determined on May 16, 2023 that future advisory votes on executive compensation shall be held every year until the next vote on the frequency of such advisory votes.

Item 9.01. Financial Statements and Exhibits

(d) 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 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

Date:			May 17, 2023