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 12, 2011

 

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))

 

 

 

Item 5.07           Submission of Matters to a Vote of Security Holders

 

On May 12, 2011, Corporate Office Properties Trust (the “Registrant”) held its 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;

·                  approval, on a non-binding, advisory basis, of the compensation of the Registrant’s named executive officers as disclosed in its proxy statement filed on March 30, 2011;

·                  approval, on a non-binding, advisory basis, of how frequently the Registrant will submit non-binding, advisory votes on executive compensation to its shareholders in the future; and

·                  the ratification of the appointment of PricewaterhouseCoopers LLP as the Registrant’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

 

				Shares				Broker
Name of Nominee		Shares For		Withheld		Shares Abstain		Non-Votes
Jay H. Shidler		55,954,369		285,072		—		3,632,011
Clay W. Hamlin, III		55,294,882		944,559		—		3,632,011
Thomas F. Brady		55,410,958		828,483		—		3,632,011
Robert L. Denton		55,958,965		280,476		—		3,632,011
Randall M. Griffin		56,016,257		223,184		—		3,632,011
Elizabeth A. Hight		56,198,193		41,248				3,632,011
David M. Jacobstein		56,185,141		54,300		—		3,632,011
Steven D. Kesler		56,028,223		211,218		—		3,632,011
Richard Szafranski		55,430,730		808,711		—		3,632,011
Kenneth D. Wethe		56,010,465		228,976		—		3,632,011

 

		Votes Cast						Broker
		For		Against		Abstain		Non-Votes
Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Named Executive Officer Compensation		54,109,046		2,015,459		114,936		3,632,011

 

		Votes Cast								Broker
		Every Year		Every Two Years		Every Three Years		Abstain		Non-Votes
Proposal 3: Vote, on a Non-Binding, Advisory Basis, on Frequency of Future Votes on Named Executive Officer Compensation		50,249,909		122,917		5,832,996		33,619		3,632,011

 

		Votes Cast						Broker
		For		Against		Abstain		Non-Votes
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year		59,500,965		353,228		17,259		N/A

 

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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.

 

Date: May 17, 2011
		CORPORATE OFFICE PROPERTIES TRUST
		By:	/s/ Stephen E. Riffee
		Name:	Stephen E. Riffee
		Title:	Executive Vice President and Chief Financial Officer

 

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