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Section 1: 8-K (8-K DTD 051618)

Document


 
 
 
 
 
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, 2018
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
Corporate Office Properties Trust
 
Maryland
 
1-14023
 
23-2947217
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)
 
 
 
 
 
 
 
Corporate Office Properties, L.P.
 
Delaware
 
333-189188
 
23-2930022
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)

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 (Corporate Office Properties Trust) o
Emerging Growth Company (Corporate Office Properties, L.P.) 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.
Corporate Office Properties Trust o
Corporate Office Properties, L.P. o
 
 
 
 
 





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

On May 10, 2018, Corporate Office Properties Trust (the “Company”) held its 2018 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;
approval of an amendment of Article XI of the Company’s Amended and Restated Declaration of Trust to grant shareholders the right to approve a merger or other business combination by simple majority vote of all the votes entitled to be cast on the matter; and
an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 28, 2018.

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
 
86,691,635

 
2,838,616

 
32,431

 
4,026,060

Stephen E. Budorick
 
88,318,754

 
1,211,294

 
32,634

 
4,026,060

Robert L. Denton, Sr.
 
86,458,276

 
3,071,640

 
32,766

 
4,026,060

Philip L. Hawkins
 
88,887,993

 
622,369

 
52,320

 
4,026,060

David M. Jacobstein
 
88,697,778

 
832,887

 
32,017

 
4,026,060

Stephen D. Kesler
 
87,429,175

 
2,101,375

 
32,132

 
4,026,060

C. Taylor Pickett
 
88,677,354

 
843,037

 
42,291

 
4,026,060

Lisa G. Trimberger
 
89,006,894

 
504,061

 
51,727

 
4,026,060

 
 
Votes Cast
 
 
 
Broker Non-Votes
 
 
For
 
Against
 
Abstain
 
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year
 
92,100,970

 
1,454,766

 
33,006

 
N/A
 
 
Votes Cast
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Proposal 3: Approve Amendment to Amended and Restated Declaration of Trust Granting Shareholders the Right to Approve a Merger or Business Combination by Simple Majority Vote
 
89,475,369

 
48,561

 
38,752

 
4,026,060

 
 
Votes Cast
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Proposal 4: Advisory Vote to Approve Compensation of Named Executive Officers
 
86,952,070

 
2,547,122

 
63,490

 
4,026,060







Item 9.01.             Financial Statements and Exhibits
Exhibit Number
 
Exhibit Title
 

(1)  
Incorporated herein by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Corporate Office Properties Trust on March 28, 2018.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CORPORATE OFFICE PROPERTIES TRUST
 
CORPORATE OFFICE PROPERTIES, L.P.
 
 
 
By: Corporate Office Properties Trust,
 
 
 
its General Partner
 
 
 
 
 
 
 
 
 
/s/ Anthony Mifsud
 
/s/ Anthony Mifsud
 
Anthony Mifsud
 
Anthony Mifsud
 
Executive Vice President and Chief Financial Officer
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Dated:
May 16, 2018
Dated:
May 16, 2018



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