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 9, 2019

 

CORPORATE OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

 

 

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))

 

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  o

 

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.  o

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On May 9, 2019, Corporate Office Properties Trust (the “Company”) held its 2019 Annual Meeting of Shareholders.  At such meeting, the shareholders voted on proposals relating to:

 

·                  the election of eight 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 March 27, 2019.

 

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		96,208,133		3,077,820		56,559		2,713,371
Stephen E. Budorick		98,140,780		1,147,100		54,632		2,713,371
Robert L. Denton, Sr.		92,982,351		5,656,510		703,651		2,713,371
Philip L. Hawkins		98,762,967		519,034		60,511		2,713,371
David M. Jacobstein		98,427,461		860,185		54,866		2,713,371
Stephen D. Kesler		97,166,667		2,119,285		56,560		2,713,371
C. Taylor Pickett		98,519,745		771,552		51,215		2,713,371
Lisa G. Trimberger		97,845,036		1,444,044		53,432		2,713,371

 

		Votes Cast						Broker Non-
		For		Against		Abstain		Votes
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year		100,177,852		1,821,702		56,329		N/A

 

		Votes Cast						Broker Non-
		For		Against		Abstain		Votes
Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers		97,718,999		1,359,218		264,295		2,713,371

 

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Item 8.01                                           Other Events.

 

On November 13, 2018, the Company and Corporate Office Properties, L.P. entered into (i) a separate sales agreement with each of Barclays Capital Inc., Robert W. Baird & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC (or certain of their respective affiliates) (with respect to Barclays Capital, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC (or affiliates thereof), collectively, in their capacity as forward purchasers, the “Forward Purchasers” and in their capacity as forward sellers, the “Forward Sellers”), under which the Company may issue and/or sell (the “Offering”) up to an aggregate of $300,000,000 of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Shares”) over a period of time and from time to time, and (ii) a separate Master Forward Confirmation with each of the Forward Purchasers.  Also on November 13, 2018, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”), relating to the Offering, which was to be conducted pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-210714), effective April 12, 2016.

 

On May 10, 2019, the Company filed a prospectus supplement with the Commission pursuant to Rule 424(b) under the Act to reflect that following such date, the Offering will be conducted pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-230764) filed with the Commission on April 8, 2019, rather than pursuant to the above-referenced Form S-3. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01                                           Financial Statements and Exhibits.

 

Exhibit Number		Description
5.1		Opinion of Saul Ewing Arnstein & Lehr, LLP
8.1		Tax Opinion of Morgan, Lewis & Bockius LLP
23.1		Consent of Saul Ewing Arnstein & Lehr, LLP (included in Exhibit 5.1)
23.2		Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 8.1)

 

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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.

 

Dated:  May 10, 2019

 

	CORPORATE OFFICE PROPERTIES TRUST
	By:	/s/ Anthony Mifsud
		Name:	Anthony Mifsud
		Title:	Executive Vice President and Chief Financial Officer

 

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