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Washington, DC 20549










Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): March 1, 2023



(Exact name of registrant as specified in its charter)


Maryland   1-14023   23-2947217
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   Identification No.)


6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland
(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
  Name of each exchange on which
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Effective March 2, 2023, Todd W. Hartman resigned from his position as Executive Vice President and Chief Operating Officer of Corporate Office Properties Trust (the “Company”).


In connection with his resignation from the Company, Mr. Hartman and Corporate Office Properties, L.P., the Company’s operating partnership, entered into a Confidential Post-Resignation Consulting Agreement and Release (the “Consulting Agreement”), pursuant to which Mr. Hartman will, for a period of twelve months following his resignation, provide consulting services to the Company in return for a payment of $584,500, paid over the twelve-month period. All of Mr. Hartman’s outstanding, unvested performance-based or time-based equity grants (including stock, restricted share units and profit interest units) were terminated.


Mr. Hartman’s receipt of the consulting payment is conditioned on his continued compliance with the Consulting Agreement, which includes a release of claims against the Company and the operating partnership, as well as confidentiality, non-disparagement, non-competition, and other customary provisions.


The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 99.1.


Item 9.01Financial Statements and Exhibits.


Exhibit Number   Description
99.1   Confidential Post-Resignation Consulting Agreement and Release between Corporate Office Properties, L.P. and Todd W. Hartman, dated March 1, 2023.
104   Cover 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/ Anthony Mifsud
  Anthony Mifsud
  Executive Vice President and Chief Financial Officer
  Dated: March 2, 2023