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 10, 2012
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
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1-14023 |
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23-2947217 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal executive offices)
(443) 285-5400
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 10, 2012, Corporate Office Properties Trust (the “Registrant”) held its 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 Registrant’s independent registered public accounting firm for the current fiscal year; and
· advisory vote to approve the compensation of the Registrant’s named executive officers as disclosed in its proxy statement filed on March 29, 2012.
The voting results at the meeting were as follows:
Proposal 1: Election of Trustees
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Shares |
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Broker |
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Name of Nominee |
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Shares For |
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Withheld |
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Shares Abstain |
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Non-Votes |
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Jay H. Shidler |
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58,826,381 |
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1,098,291 |
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— |
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3,988,225 |
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Clay W. Hamlin, III |
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58,809,904 |
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1,114,768 |
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— |
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3,988,225 |
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Thomas F. Brady |
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58,365,127 |
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1,559,545 |
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— |
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3,988,225 |
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Robert L. Denton |
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58,869,943 |
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1,054,729 |
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— |
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3,988,225 |
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Elizabeth A. Hight |
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58,243,084 |
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1,681,588 |
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3,988,225 |
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David M. Jacobstein |
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59,679,755 |
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244,917 |
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— |
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3,988,225 |
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Steven D. Kesler |
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58,917,482 |
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1,007,190 |
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— |
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3,988,225 |
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Richard Szafranski |
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58,260,252 |
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1,664,420 |
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— |
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3,988,225 |
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Roger A. Waesche, Jr. |
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59,504,024 |
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420,648 |
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— |
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3,988,225 |
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Kenneth D. Wethe |
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58,903,302 |
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1,021,370 |
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— |
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3,988,225 |
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Votes Cast |
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Broker |
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For |
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Against |
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Abstain |
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Non-Votes |
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Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year |
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63,482,385 |
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413,348 |
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17,164 |
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N/A |
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Votes Cast |
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Broker |
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For |
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Against |
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Abstain |
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Non-Votes |
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Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers |
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58,469,138 |
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1,392,455 |
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63,079 |
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3,988,225 |
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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.
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Date: May 15, 2012 |
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CORPORATE OFFICE PROPERTIES TRUST | |
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By: |
/s/ Stephen E. Riffee |
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Name: |
Stephen E. Riffee |
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Title: |
Executive Vice President and Chief Financial Officer |