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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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 11, 2023
____________________________________________

CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-1402323-2947217
(State or other jurisdiction (Commission File(IRS Employer
of incorporation) Number)Identification No.)

6711 Columbia Gateway Drive, Suite 300, Columbia, MD
21046
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par valueOFCNew 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 5.07.             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 NomineeShares ForShares AgainstShares WithheldBroker Non-Votes
Thomas F. Brady99,033,619 5,430,976 76,807 1,902,367 
Stephen E. Budorick102,202,922 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. Hawkins103,372,077 1,099,310 70,015 1,902,367 
Stephen D. Kesler99,278,717 5,181,590 81,095 1,902,367 
Letitia A. Long102,173,922 2,296,726 70,754 1,902,367 
Essye B. Miller103,921,274 549,609 70,519 1,902,367 
Raymond L. Owens103,628,823 846,951 65,628 1,902,367 
C. Taylor Pickett102,930,900 1,533,063 77,439 1,902,367 
Lisa G. Trimberger102,683,528 1,786,601 71,273 1,902,367 
Votes CastBroker Non-Votes
1 Year2 Years3 YearsAbstain
Proposal 2: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation102,121,146 35,299 2,318,916 66,041 N/A
Votes CastBroker Non-Votes
ForAgainstAbstain
Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers 102,032,681 2,427,364 81,357 1,902,367 
Votes CastBroker Non-Votes
ForAgainstAbstain
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year101,496,756 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
104Cover 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