Corporate Office Properties Trust filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$OFC
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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 | ||||